49 So. 347 | Ala. | 1909
While the South & North Company was incorporated prior to the Constitution of 1875, and under the law then existing its franchise, etc., could not he sold, except by the consent of the state, it being a public service corporation, and then only with the consent of all the stockholders, yet it had been held, and properly so, that said corporation had by its acts and conduct brought itself within the influence of the Constitution of 1875, and has rendered itself amenable to all laws enacted by the state with reference to corporations of its character, and that the stockholders have acquiesced in the conduct of the corporation in bringing itself within the influence of the Constitution of 1875 to the extent of estopping themselves from setting up that the laws of the state subsequent to its charter or amendments thereto do not apply to same. — L. & N. R. R. Co. v. Gray, 154 Ala. 156, 45 South. 296; State v. Montgomery Light Co., 102 Ala. 594, 15 South. 347. The bill was filed subsequent to Acts 1903, p. 310, and the action on the part of the directors of the respective companies, looking to a purchase of the South & North and the stock of the minority, and which is now complained of, was also subsequent to said act, and, as it specially provides for the thing attempted, it applies to' these corporations in this particular and a repeal of existing laws on this subject was not prevented by section 54, as all railroads were included in so far as section 12 applies. — Palliser v. Home Telephone Co., 152 Ala. 440, 44 South. 575. As the act in question is contained in the Code of 1907, we will, for convenience, cite the sections .of the Code in discussing the questions involved.
Section 3495 of the Code of 1907 (section 1169 of the Code of 1896) authorizes a sale by one railroad company to another of its franchise, railroad, etc., when the purchasing company owns all of the capital stock of the sel
A reading of the resolution set out in the bill of complaint would indicate that the directors started out in their negotiations under one statute and wound up under another one. The first resolution would indicate an offer or proposition looking to a merger or consolidation as authorized by sections 3502, 3503, Code 1907. They then received a counter proposition from the Louisville & Nashville Company, looking to a purchase, not only of the corporate property, but the minority stock as well. This offer was doubtless made by the Louisville & Nashville Company upon the assumption that they not only had the right nnder section 3497 to purchase, but that the directors had the same right to sell stock held by individuals, under section 3498, as they had to sell the corporate property proper. The directors of the South & North accepted the proposition, with the qualification that the price offered for the minority stock be increased from 20 to 27 1-2 cents per share and agreed to convey the roadbed, franchise, etc., subject to the approval of the “stockholders.” As to whether or not they meant all stockholders, a majority of all stockholders, or a majority of the minority stockholders we cannot tell, hut, inasmuch as they were attempting to proceed nnder section 3498, we must assume that they meant to convey upon the assent of the holders of the larger amount of stock. It is true the resolution requires certain things of the Louisville & Nashville Company, the assumption of the debt and the purchase of the outstanding stock, but the obtaining of this stock was not a condition precedent to the conveyance, as they agreed to execute the
The bill also sets out facts indicating that a sale of all of the corporate property is contemplated by the directors, and, as amended, prays that they- be enjoined from making said sale or any other sale until the ascertainment by an accounting of the status of the company. It is charged that the Louisville & Nashville Company is largely indebted to the South & North Company, and that a- bill is now pending in the chancery court of Jefferson county for an accounting between said corporations, and that, if the South & North gets the proper credits, its indebtedness will be reduced. The
The next and most serious question presented is involved in the third and sixth prayers of the bill, wherein the Louisville & Nashville Company and the directors of the South & North Company are asked to be enjoined from voting their stock for a sale of the property of the South & North, and, further, that the Louisville & Nashville Company be enjoined from voting its stock to elect any of its officers in the South & North Company, and
In the case of M. & C. R. R. v. Woods, 88 Ala. 630, 7 South. 108, 7 L. R. A. 605, 16 Am. St. Rep. 81, the exception, as to a stockholder’s right to vote, Avas someAvhat broadened to meet the exigencies of the particular case, and the writer confined what Avas there said to cases of that character, and the soundness of said case need not be questioned, as Ave do not think that the averments of the bill in the case at bar bring' this case directly under the influence of the Woods Case, supra. There we had two live going railroads, each operating in a separate, independent, and, possibly, antagonistic manner. One company acquired a bare majority of the stock of the other, and, as the bill averred, was proceeding in effect to wreck the one and build up the other, and the bill sought to prevent this scheme in its incipiency. There had been no joint and harmonious operation of the íavo as connecting lines for a period of 30 years by and with the assent of the stockholders. It does not appear that the E. T. V. & Gf. Avent to the rescue of the M. & C. before its completion and equipment, and lent its aid and credit in the floating of bonds and in the rehabilitation of a struggling and tottering connecting line. It is true the bill in the case at bar avers that these bonds floated by the Louisville & Nashville, and the proceeds therefrom have been misapplied; that the rolling stock of the South & North has been convej’ted and wasted; and that the earnings have been diverted from their proper channel. The bill in the Woods Case sought to prevent the commission of expected wrong. The damnifying deeds charged in the present bill have been committed, and injunctive relief can be of little avail, as the complainant’s redress must be ob
The facts in the case of George v. Central R. R. Co., 101 Ala. 607, 14 South. 752, are not analagous to those
As indicated above, the bill contains equity and the injunction was properly granted, in so far as it sought "to enjoin the stockholders from voting for a sale of the stock of said' company. The injunction was improper in so far as it extended to any other acts, and is hereby modified so as to conform to this opinion.
The decree of the city court is affirmed, in so far as it upheld the equity of the bill, and the injunction was properly granted, an so far as it enjoined the directors from selling the South & North property, and should have restrained all' stockholders from voting to' sell complainant’s stock or otherwise interfering with same. And the decree is'reversed in so far as it overruled the motion and demurrers to the accounting feature of the bill, and so much as sought' the appointment of a receiver, and one is here rendered -sustaining same. •
Affifmed in part and reversed and rendered, and injunction modified.