Gambar halaman
PDF
ePub

1 Elmes v. Ogle, 2 Eng. L. & Eq. 379; and compare Burnside v. Dayrell. 6 Eng. Railw. Cas. 67; D'Arcy v. Tamar etc. Railw. Co. Law R. 2 Ex. 153.

2 Coffin v. Reynolds, 37 N. Y. 640; overruling Richardson v. Aben. droth, 43 Barb. 162.

3 Coffin r. Reynolds, 37 N. Y. 640. Compare Gurney v. Atlantic etc. Railw. Co. 58 N. Y. 308; Aikin v. Wasson, 24 N. Y. 482; Conant v. Van Schaick, 24 Barb. 87.

4 Smith v. Natchez Steamboat Co. 1 How. (Miss.) 478.

5 Peake v. Wabash R. R. Co. 18 Ill. 88.

6 State v. Goll, 32 N. J. L. 285.

7 State v. Goll, 32 N. J. L. 285.

8 First Nat. Bank v. Hagan, 47 Mo. 472.

§ 146. Compensation of agents.—In the absence of an express contract under which the services were performed, the servants and agents of a corporation are entitled to be paid for such services what they are reasonably worth. So, if the agent, acting in good faith, and without fault, in the service of the corporation, is subjected to expense, the law implies a promise on the part of the corporation to reimburse him.2 So, an agent may recover a fair value for the use of property loaned by him to the company in good faith. But a corporation is not liable to one of its servants or agents, for injuries sustained by him through the negligence of another of its servants or agents, when both are engaged in the same general business.4 Under a general power conferred by charter, to remove employés at discretion, the corporation cannot without cause discharge a servant engaged for a specific term.5 And the inability of the corporation to continue its business will not excuse its breach of contract with an agent. A person employed in a certain capacity at a fixed rate of compensation, is not entitled to extra pay for unanticipated services rendered in that capacity.7 If one employed to procure subscriptions to stock, acts in bad faith in the exercise of such agency, it will operate as a forfeiture of all right to compensation from the corporation. The president of a corporation is not in gen. eral entitled to compensation for official services, unless they are rendered under a special contract. or vote of the

company. So, a director who serves as treasurer cannot, in the absence of any provision, recover compensation for such services.10

1 Spence v. Whitaker, 3 Port. 297; Waller v. Bank of Kentucky, 31 J. J. Marsh. 206; Goodwin v. Union Screw Co. 34 N. H. 378; Bill v. Darenth Valley R. R. Co. 1 Hurl. & N. 305. See, as to compensation of directors. § 142, ante.

2 Powell v. Trustees etc. 19 Johns. 284; Howe v. Buffalo etc. R. R. Co. 37 N. Y. 297; and see Stocking v. Sage, 1 Day, 522.

3 Rider v. Union India Rubber Co. 5 Bosw. 85. See Twin-Lick Oil Co. v. Marbury, 91 U. S. 587.

4 Coon v. Syracuse etc. R. R. Co. 5 N. Y. 492; Warner v. Erie Railw. Co. 39 id. 468; Harper v. Indianapolis etc. R. R. Co. 47 Mo. 567; Albro v. Agawam Canal Co. 6 Cush. 75; Priestly v. Fowler, 3 Mees. & W.1; Mur. ray v. So. Car. R. R. Co. 1 McMull. 385.

5 Soldiers' Orphans' House v. Shaffer, 63 Ill. 243.

6 Lewis v. Atlas Mut. Life Ins. Co. 61 Mo. 534.

7 Carr v. Chartier, 25 Pa. St. 337.

8 Cleveland etc. R. R. Co. v. Pattison, 15 Ind. 70.

9 Olney v. Chadsey, 7 R. I. 224; Sawyer v. Pawners' Bank, 6 Allen, 207; and see Rosborough v. Shasta River etc. Co. 22 Cal. 556; Sauta Clara Min. Assoc. v. Meredith, 49 Md. 389; 33 Am. R. 264.

10 Holder v. Lafayette etc. Railw. Co. 71 Ill. 106.

CHAPTER XII.

REMEDIES BY AND AGAINST.

$147. Action at law.

§ 148. Suit in equity.

$149. Injunction.

$150. Who may bring suit.

§ 151. Against whom suit should be brought.

$152. Appearance by corporation.

§ 53. Averment and proof of incorporation.
§ 154. How incorporation may be proved.
$155. Remedy by mandamus.

§ 156. Mandamus against public corporations.

§ 157. Mandamus against private corporations.
§ 158. Mandamus upon the petition of a corporation.
§ 159. When mandamus should not be granted.

$160. To whom the mandamus should be addressed.
Nature of remedy by quo warranto.

§ 161.

§ 162.

§ 163.

When quo warranto lies in corporation cases.
When quo warranto does not lie.

§ 164.

Who may institute quo warranto proceedings.

$165. Against whom quo warranto should be brought.
$166. Defense to quo warranto proceedings.

$167. Judgment in quo warranto proceedings.

§ 147. Action at law.-The general doctrine is wellestablished, that corporations may maintain the same actions to recover debts or property, or to obtain redress for injuries, as natural persons.8 And by the comity between states, a corporation created by the laws of one state may sue in the courts of another state.5 Corporations created by foreign governments are allowed, by the comity of states, to transact business in the District of Columbia, and to make contracts there upon which they may sue or be sued. So, a foreign corporation may sue as such in the courts of England." But a state has the right to impose conditions to be observed by foreign corporations transacting business within its limits: 8 and

when such conditions are imposed, and a foreign corporation assumes to make contracts without complying with them, it cannot enforce such contracts within the courts of the state, until the conditions have been complied with. 10 So, the legislature may deny to foreign corporations the privilege of contracting at all within the State;11 and if so, contracts so made will not, of course, be enforced.12 A corporation acting, through its agents, in a state foreign to its creation, is, in general, capable of being sued in the courts of the latter state; 13 but such capacity depends generally upon express legislation, varying in different states, 14 authorizing such suits against foreign corporations. 15 A corporation is not in general exempt from being sued by one of its own members for any cause of action he may have against it; 16 and a corporation inay sue a member of its own body. 17 An action lies against the corporation, at the suit of a member, for a refusal of its directors to apportion an equable share of its dividends upon his stock; 18 and if all the other stockholders have received and retain their dividends, the corporation cannot set up in defense, that the dividend has not been earned, and that its payment would withdraw a part of the capital.19 In general, where a corporation is a party to an action in court, it may lawfully take any step allowed to an individual under like circumstances, 2o and it is subject to the same general rules of pleading as private persons.21

1

20

Gordon v. Mayor etc. 5 Gill, 231; Western etc. R. R. Co. v. Tay lor. 6 Heisk. 408; Winona etc. R. R. Co. v. St. Paul etc. R. R. Co. 23 Minn. 359; Rehoboth v. Hunt, 1 Pick. 224, 228.

2 American Mut. Ins. Co. v. Owen, 15 Gray, 491.

3 See Balt. etc. R. R. Co. v. Gallahue, 12 Gratt. 655; Metrop. Saloon Co. v. Hawkins, 4 Hurl. & N. 87; § 46, ante.

4 See Ducat v. Chicago, 48 Ill. 172; Williams v. Creswell, 51 Miss. 817; Thompson v. Vaters, 25 Mich. 214; Cowell v. Springs Co. 100 U. S. 55.

5 Eslava v. Ames Plow Co. 47 Ala. 384; Hodley v. Freedman's Sav. ings etc. Co. 2 Tenn. Ch. 122; Mut. Life Ins. Co. v. Davis, 12 N. Y. 569; Fisk v. Chicago etc. R. R. Co. 4 Abb. Pr. N. S. 378; Williamson v. Smoot, Mart. (La.) 31; 12 Am. Dec. 494.

6 Weymouth v. Washington etc. R. R. Co. 1 McAr. 19.

7 Nat. Bank etc. v. De Bernales, 1 Car. & P. 569. See § 48, ante.

8 West. Un. Tel. Co. v. Mayer, 28 Ohio St. 521; Carroll v. City of East St. Louis, 67 Ill. 568; Home Ins. Co. v. Davis, 29 Mich. 238; Liverpool Ins. Co. v. Massachusetts, 10 Wall. 566.

9 Lamb v. Lamb, 13 Bank. Reg. 17.

10 Wood Mowing etc. Co. v. Caldwell, 54 Ind. 270. Compare Re Comstock, 3 Sawy. 218.

11 Doyle r. Continental Ins. Co. 94 U. S. 535.

12 Atterbury v. Knox, 4 B. Mon. 92; American Colonization Soc. v. Gartrell, 23 Ga. 448.

13 Libbey v. Hodgdon, 9 N. H. 394; Cunningham v. Pell, 5 Paige, 607.

14 See Bawkright v. Ins. Co. 55 Ga. 194; Camden Rolling Mill v. Swede Iron Co. 32 N. J. L. 15; Redmond v. Hoge, 3 Hun, 171; Balt. etc. R. R. Co. v. Wightman, 29 Gratt. 431.

15 Lathrop v. Un. Pacif. Railw. Co. 1 McAr. 234; and see Newby v. Van Oppeu, Law R. 7 Q. B. 23.

16 Culbertson v. Wabash Nav. Co. 4 McLean, 544; Westcott v. Fargo, 6 Lans. 319; and see Brinham v. Wellersburg Coal Co. 47 Pa. St. 43.

17 Connell v. Woodward, 5 How. 665.

18 Kane v. Bloodgood, 7 Johns. Ch.90; Brown v. Lehigh etc. Nav. Co. 49 Pa. St. 270; Jackson v. Plank R. Co. 31 N. J. L. 277; Peckham v. Van Wagenen, 13 Jones & S. 328; Jones v. Terre Haute etc. R. R. Co. 57 N. Y. 156.

19 Stoddard v. Shetucket Foundry Co. 34 Conn. 542. But it is the general rule that an individual member caunot, by any direct suit, legal or equitable, call the directors or other officers of the company to account for mismanagement: Smith v. Hurd, 12 Met. 371; Abbott v. Merriam. 8 Cush. 588; Allen v. Curtis, 26 Conn. 456.

20 Alexandria Canal Co. v. Swann, 5 Пow. 83. 21 Hunt v. City of San Francisco, 11 Cal. 250.

§ 148. Suit in equity.-In general, the rights and duties of corporations are regulated by the common law, which, in most cases, furnishes ample remedies for any excess or abuse of corporate powers and privileges. But if there is no plain and adequate remedy at law, and a case is presented which entitles a party to equitable relief, a suit in equity can be maintained against a corporation; and this rule applies as well to stockholders as to other persons.8 Fraudulent collusion between the com pany and any of its creditors, by which its other creditors or stockholders may be wronged or defrauded, would authorize an appeal to equity. It is clearly settled, that courts of equity will interfere to prevent acts which are beyond the corporate powers; 5 so, they will interfere tc restiain a corporation and its officers from doing acts, BOONE CORP.-19.

« SebelumnyaLanjutkan »