124 Va. 667 | Va. | 1919
delivered the opinion of the court.
This suit was brought by Jennie T. Tebault and others, minority stockholders of the South Norfolk Land Company (a domestic corporation organized and chartered to acquire a certain boundary of land in South Norfolk to be subdivided into lots for sale) against the company and the majority stockholders.
The bill sets forth in outline the history and formation of the corporation, and was filed to enforce the collection of debts due to the company, alleging that the stockholders and a majority of the board of directors had refused to authorize a suit for that purpose. It alleges that the corporation is practically managed and dominated by T. EL Synon, the president, who owns and controls the majority stock, and that it is being run in his interest; charges delinquencies of both commission and omission on his part, which manifest a disregard of the rights and wishes of the minority in many particulars, such as withholding from them information affecting their interests, the diversions of corporate funds; and the neglect or refusal to hold regular and necessary meetings of the stockholders and board of directors; and that when such meetings are held the rights and recommendations of the minority are ignored. The prayer of the bill is for the appointment of a receiver to take charge of the assets and business of the company, for an audit of the accounts of the officers, the ascertainment of debts due, especially from T. H. Synon, as president and administrator of the estate of his deceased wife, M. Denver Synon, late treasurer of the company, including all moneys received or that should have been received by them, and what disposition has been made of the same; that the court will wind up
The instant case comes within the influence of that decision and is an appeal to the general equity jurisdiction of the court; and, consequently, the demurrer was rightly overruled.
“The head and front of his offending hath this extent, no more,” in the language of the commissioner: “He had
The wisdom of the conclusion reached by the court of errors and appeals commends itself to our judgment, and accords with our view in the instant ease on the main proposition; and, therefore, will be followed. The injunction stopping the company’s business, which is continued in force until the further order of the court, should be dissolved.
The remaining assignments of error are without merit and do not demand special notice.
Upon the whole case, we are of opinion that the decree appealed from, so far as it directs that a proportion of the assets of the company in kind be set apart to appellees jointly, and further directs that the injunction granted on July 27,1917, be continued in force until the further order of the court, is erroneous and must be reversed and annulled, and in all other respects is without error and is affirmed. And the case will be remanded to the Court of Law and Chancery of the city of Norfolk for further proceedings to be had therein not in conflict with the views expressed in this opinion.
Reversed in part and affirmed in part.