96 P. 528 | Or. | 1908
Opinion by
This exemplification of the rule appears to be sustained by the great weight of authorities, English and American, which have been elaborately cited by the author in an extensive footnote to the above section. The few cases cited by defendants in opposition to the exception to the rule are mainly from the Supreme Court of the United States. These, and particularly Hawes v. Oakland, 104 U. S. 450 (26 L. Ed. 827) are there discussed and analyzed. The specific and extraordinary allegations demanded by those cases are intended, it is there said, to guard the federal jurisdiction from encroachment, and are prescribed by a rule of that court for the purpose of preventing collusive attempts to bring causes within that jurisdiction. The complaint here charges the alleged fraud against all of the then direct
16. It is also urged by defendants that the complaint fails to allege that when plaintiffs purchased, they knew that Mrs. Copeland, or any one, had subscribed for any stock, nor that they were misled by any of her, or of the directors, or by any failure on their part to disclose material information. But it is alleged that the corporation had been organized, and before that could be done, to comply with the statute, 50 per cent of the stock must have been subscribed, and it seems it will be presumed that they, and other stockholders in their situation, were so misled: 2 Thompson, Corporations, §1581; Melvin v. Lamar Ins. Co. 80 Ill. 446 (22 Am. Rep. 199).
From these considerations, we are of the opinion that the complaint states sufficient facts to entitle plaintiffs to equitable relief by compelling defendant Copeland, either to pay to the corporation the amount found to be due on the stock issued to her, or by cancelling the same according as one or the other may seem to the court to be more equitable when the facts are before it.
The decree should be reversed, and cause remanded, with instruction to overrule the demurrers, and for such further proceedings as may be proper. Reversed.