55 So. 612 | Ala. | 1911
The considerations upon which a court of equity will intervene at the suit of a minority stockholder to dispose of the corporate property and distribute its proceeds, thus working a practical dissolution of the corporation, whatever in this last regard may be the precise legal effect of the decree, were well stated ,bv Judge Tyson, in Noble v. Gadsden Land Company, 133 Ala. 250, 31 South. 856, 91 Am. St. Rep. 27, and by Judge Denson in this case on a former appeal (152 Ala. 360, 44 South. 644). Any further statement of the general principles involved is now unnecessary. The company in the Noble Case, like the one here, had for its leading, if not exclusive, purpose the realization of speculative profits out of a rapidly advancing market for lands. Then, as now, expectations had been disappointed by a quick subsidence of values to something like a true level. In that case many of the stockholders were nonresidents, the whereabouts of one-third of them unascertainable, and diligent efforts on the part of the president and secretary during a period of five years had failed to secure a meeting of the shareholders. The
We are now to say whether the complainant has established the allegations of his bill. Of controlling importance is the inquiry whether at the time of the bill filed the corporation had ceased to be a going concern. It is apparent that since the charges of the bill were preferred such efforts have been made to put the com
The statutes to which we have referred have required since 1901 that corporations must keep a principal office in this state and an agent thereat. This provision is intended to serve the purposes of the state in the supervision and control of corporations. It has no regard for the financial interests of corporations. A failure to comply may or may not evidence a purpose to abandon corporate functions, depending upon attendant circumstances. In this case the company for a time failed to observe the statute, but all the while has had agents in this state for the management of its property. The land had on it when bought by the company a number of houses of an inferior sort, In 1888 and 1889 the company improved its property by building seven new cottages at a cost of something more than $2,000.
There are some other considerations of minor importance pro and con, but we think the merits of the controversy are shown by the facts stated, and that on them the conclusion ought to be that the defendant company was a going concern at the time the bill was filed.
There is no allegation or proof of insolvency or bad faith in the management of the company’s affairs.
When the question is one of mere discretion in the management of corporate business, or of doubtful event in the undertaking in which the corporation has embarked, remedy cannot be had by application to a court of equity. Benedict v. Columbus Construction Co., 49 N. J. Eq. 36, 23 Atl. 485. Under the circumstances
Affirmed.