*1 Michigan Reports. contract, nor, remake the dele- “We cannot contrary explicit give tenor to its terms. it a tion, accepted must the terms and abide the Plaintiffs stated conditions.” damages

The awarded the trial court of $870.97 profits plaintiff’s cover loss cannot be sus- language agreement. face of the tained questions Because of this view the case other raised become immaterial and need not be decided.

The the court below vacated and one may dismissing plaintiff’s be here entered bill appellant. costs to J.,C. and Boyles, Chandler, Sharpe, Mc JJ., concurred. Allister, Wiest, Butzel, SCHWARTZ AMERICAN PETRO-CHEMICAL CO. Corporations op Chancery 1. —Visitorial Jurisdiction Court Over Officers. Chancery courts have visitorial over directors, man- agers corporations may and officers of compel them to account for their official conduct or misconduct manage- payment ment of funds and money property may acquired, have lost or (3 Comp. wasted §15328). Equity- 2. —Multifariousness. To render grounds a bill multifarious the different of the suit wholly must be other, distinct each and each stated must be itself subject sufficient as a equity jurisdiction. 289' v. Petro-Chemical Multifariousness—Multiplicity Suits. Same — may disregarded objection of in a bill *2 whereby justice cases, plain the administration multiplicity of suits avoided. be furthered and will by Corporation—Accounting Officers —Multifarious- Same — 4. ness. original pro- were alleging Bill that individual they that had corporation, of defendant moters and directors illegal and excessive had made ex- paid salaries, themselves mismanaged corporation’s expenditures grossly and cessive unlawfully had converted shares of affairs, and funds and pay and that of them failed to own use one had stock to their subscribed, praying decree he had and re- for stock which accounting corporation stockholders, and quiring its an to corporate audit, and they hooks records that submit the they severally for all funds he liable that by improperly expended them, that a illegally and against the one defendant for balance due on be entered (3 Comp. multifarious subscription, was not Laws his stock 15328). 1929, § 5. Same —Laches. rights. Equity sleep on their does not those who favor 6. Same —Multifariousness—Waiver—Laches. question of a hill of of multifariousness corporate promoters was where and directors waived defend- ground nearly that four ants filed their motion to dismiss on years years filed, had after two after nearly year answers, a after the circuit court com- their hearing report completed and filed his missioner delay give any excusing attempt was reason for made to 6, Buie (3 Comp. 1929, 27, Court No. §14120; Laws §§ [1933]). Pleading—Multifariousness—Motion Dismiss —Ex- 7. Same — tension of Time. may pleading question of multifariousness in While the by dismiss, filed and motion must he motion to such raised receipt pleading days attacked within 15 after served has been extended unless the time for such special motion good judge cause shown circuit court 6, Buie Court 1929, §14120; No. §§ [1933]). JJ., dissenting paTt. Bushnell Michigan Reports. Wayne; Appeal (Vincent M.), Brennan January (Docket Submitted 10,1941. No. Calen- 41,429.) April Rehearing dar No. Decided 8, 1941. May denied bankruptcy

Bill Maurice Schwartz, trustee in Company, against of American Petro-Chemical Company, corporation, American Petro-Chemical Leo E. La Arthur Hinsch, S. Jack Mann, and compel accounting others, to' of funds invested in to restrain unlawful use of funds. Order bill on of multi- appeals. fariousness. Plaintiff Order set aside and case remanded. Beckenstein,

Edward Rich, A. Willis, Samuel S. *3 Maguire, plaintiff. & for Wisok Frank P. for Neaton, defendants. complaint J. This bill of was filed

Boyles, stockholders of the defendant American Petro- Company, Michigan Chemical corporation, a for and company, behalf of compel the to defendants La Joie, Hinsch and Mann to account for funds in- corporation vested in the and to restrain them from expending corporate further funds in lawful Subsequent course of business. to the bill of corporation adjudged bankrupt, was' appointed Schwartz was bankruptcy trustee and party plaintiff. grant- substituted as Prom an order ing a motion to dismiss the bill on plaintiff appeals. multifariousness, complaint alleges The bill that the defendants original La pro- Joie, Hinsch and Mann were the company, moters and directors of the that for the v. Petro-Chemical authority they selling had obtained purpose stock corporation commission securities and they that conditions, and reservations certain under they that misrepresentations of and fact, made had corpora- imposed the conditions violated had they alleges that It commission. and tion securities contrary had law, to paid salaries themselves had plant construction, for expended amounts excessive expenses, that other and commissions, salesmen’s they mismanaged and grossly funds resulting insolvency, company un- of the affairs their own lawfully use, to of stock shares converted pay for stock had failed to that Mann and defendant requiring asks subscribed for. to account Hinsch and Mann La to submit stockholders, and the to the corporation for audit, and records books severally that are illegally improp- liable for all funds erly expended by general relief. It them, also that a decree be entered asks his Mann for the balance due on stock defendant subscription. August 19, 1936; The bill of October, 1937, March, defendants answered in July, 1938, the case was referred a cir- proofs report take cuit court commissioner to findings In December, conclusions. recommending report

commissioner filed his that a *4 against be entered La Hinsch severally in and Mann of excess $17,000, in defendant Mann of $6,760. the sum exceptions; by Defendants briefs were filed parties, April, both the case was as- signed hearing; August 7, on 1940, defendants filed the motion now under consideration to dismiss ground complaint upon the bill of that the bill Reports. Michigan 297 August order was 21st On was multifarious. ground of multi- the bill on entered appeals. plaintiff fariousness, which Chancery have visitorial courts corporations. managers officers of directors, may compel of- for their them to account The court management or misconduct ficial conduct payment money prop- funds, erty they may acquired, have- lost or wasted 27.2393]). § [Stat. § Ann. parallel In a situation with the case bar, at where the defendant demurred the bill (Robinson inter alia DeLuxe v. 163), Motor Co., Car this court said: point “The is the bill made that is multifarious. purpose We think the sole of the bill is to reinvest property with its assets, which unlawfully deprived it has been series wrongful acts of commission and omission, com- mitted the defendants Kaufman officers and as company. directors of the All of the acts which sought relief wrongs corpora- are done to the charged tion, and the defendants Kaufman are nothing way commission of them. We see in the disposing controversy in one suit.” court, This in Johnson v. Harrison, 199 disposing of the contention that the bill was multi- said: farious,

“We do not think that the bill is multifarious, as grounds liability all reach the same sub- ject way matter and are in distinct from each other, the defendants are all connected subject. liable in the one A somewhat similar case Virginia arose in (Arnold Knapp, West * * * [84 W. 895]), Va. S. E. It was there said: *5 293 Petro-Chemical v. “ suit grounds of the different the multifarious a bill lender ‘To ground stated each other, and wholly each distinct

must be jurisdiction. subject equity as a in itself must sufficient bill be the * * * may be dis- bill objection “The justice whereby the administration cases, plain regarded * * * In avoided.” multiplicity of suits be furthered will matters and distinct uniting several such no here there case the unconnected defendants, against several nature, in their distinct ” stamp bill multifarious.’ liability, properly as to Torrent 45; 9 Mich. Newbould, v. Wales

See, also, County Shat Cass v. 159; 95 Mich. Hamilton, v. tuck, 288 Mich. why raised the issues no reason

We see in the final con- be decided cannot bill and answers not have The bill should the case. sideration of ground claimed. on the been dismissed grounded, de if motion had been well Even question must held to have waived the fendants by failing to raise it within of multifariousness Equity sleep proper who time. does not favor those rights. The motion to dismiss was not filed their nearly years from the until four years over two after defendants had year nearly filed after circuit answers, completed hearing court commissioner had report. attempt made his Defendants any give question may excusing delay. reason for While the this

be raised motion to dismiss §27.814]), §14120 [Stat. Ann. days the motion must within be filed and served 15 receipt pleading after attacked. Court (1933). judge, § Rule No. 6 circuit court or good special cause shown on motion notice, for may after (1933). § extend the time. Rule No. Court application No such for extension been has made Payne Avery, or cause shown. v. 524; See Lyon Clark, L. Mueller Furnace Beports. Michigan *6 Judge, Mary Circuit Wayne

Co. v. Casualty Moon, land Co. v.

The the bill is set order aside the case remanded for final disposition, with to appellant. costs J., and C.

Sharpe, Chandler, McAllister, "VViest JJ., concurred with J. Butzel, Boyles, J. I concur because laches. Bushnell, J., concurred Bushnell,

In re WINTER'S ESTATE.

WINTER WALKER. 1. Executors and Administrators —Duties. duty It is the of an administrator of an keep property estate to insured, upkeep, maintain pay expenses. administration 2. Courts —Probate Court —Jurisdiction—Parties. probate court jurisdiction is a court of limited and while it jurisdiction ample has estates the administration thereof, original it has no matter between widow of decedent and administrator his individual capacity, where heirs law parties at estate, though controversy, joined parties. were not as Accounting—Res 3. Executors Administrators — Judicata— Parties. accounting After by the long administrator of an estate judicata since been filed allowed, accounting res