38 Md. 364 | Md. | 1873
delivered the opinion of the Court.
The object of the bill in this case is to restrain by injunction William P. Webb and others from voting certain shares of stock, at the annual election of directors of the Baltimore and Liberty Turnpike Company, which it is charged were colorably and without consideration, transferred by said Webb to divers persons, who are named in the bill, with the fraudulent intent of evading the fourth section of the charter of the Company, (Act of 1860, ch. 274,) which provides that each stockholder shall be entitled to one vote for each share of stock held by him, not exceeding tioenty-votes in all.
The Court below passed an order granting the injunction as prayed, from .which the appellants, after filing their answer, have taken the present appeal. The only question before this Court, as it was before the Court below, is whether the bill presents sufficient grounds for the interposition of a Court of Equity by way of injunction.
The first objection to the bill is, that it contains no prayer for process by way of injunction. There is no doubt under the established rules of Equity pleading, that in order to obtain a preliminary injunction there must be a formal prayer for such process, for although a bill may pray for relief by way of injunction, yet if it does not pray for the process of injunction, the process will not be granted. 4 Paige, 248; 2 Md. Chan. Decs., 467 ; Story’s Eq. Plea., sec. 44; Hilliard on Injunc., p. 53, sec. 126. But we do not think, upon an examination of the present bill, that it is liable to this objection. It is true that the injunction is not asked for in the prayer for process of subpoena; but in a clause of the bill immediately preceding and after the prayer “ for relief
The next objection to the order granting the injunction is, that the bill charges that certain persons named therein “are the fraudulent transferrees, so far as appears from a list of the stockholders furnished by the said Webb to your orators, and taken from the books of said Company,” while the list is not produced and filed as an exhibit with the bill. This list is in no way material to the granting of the injunction. In the case of Campbell & Voss vs. Foultney, Ellicott & Co., 6 G. & J., 94, the names of the fraudulent transferrees were not set out, yet the injunction as granted by the County Court was sustained. The foundation of the equity of the complainants in this bill is in the transfer colorably and without consideration of the
The Baltimore and Liberty Turnpike Company was chartered in 1860 by a special Act of the Legislature, (ch. 274,) and by the fourth section of its charter, as before stated, it is provided, that “at all elections, each stockholder shall be entitled to one vote for each share of stock held by him, not exceeding twenty votes in all." This section, which is the foundation of the present hill, it is now contended by the appellants, has been repealed by section 53 of the Act of 1868, ch. 471, known as tb,e General Corporation Law, which provides, that “in all' corporations, in which there are stockholders, all elections shall be by ballot, and each stockholder shall be entitled to as many votes as he owns shares of stock in said corporation." The power of the Legislature to modify the charter of this Company is not contested, but it is denied that this has been done by the section last referred to.
The allegations in the bill in this case are similar to those in the case of Campbell & Voss vs. Poultney, Ellieott & Co.3 et al., 6 G. & J.3 94. In that case, as in this, the hill charged that transfers of stock had been colorably made for the fraudulent purpose of increasing the number of votes in violation of the provisions of the charter of the Company, and asked for an injunction to restrain the fraudulent transferrees of the stock from voting at an election shortly thereafter to he held. The Court held, that the facts stated iu the bill were “a violation of the
Another objection taken hy the appellants will he disposed of in a few words. It is contended that sections 8, 9, 10 and 11 of the Act of 1868, give to the appellees a full and adequate remedy at law. These sections do not provide any remedy in a Court of law. They require certain things-to he done in regard to the canvassing of votes at an approaching election, the administration of an oath to the elector by the judges of such election, and designate the form of the oath to he taken hy a person voting stock owned by a corporation, and the mode of voting hy proxy. Although these proceedings are under authority of law and are intended as safe-guards to promote a fair election, they do not constitute such a remedy at law as ousts the jurisdiction of a Court of Equity. “A full and adequate remedy at law” to accomplish this must be a remedy in a Court of Law.
Order granting injunction affirmed,' and case remanded for further proceedings.