Page:Federal Reporter, 1st Series, Volume 9.djvu/369

 354: FEDERAL REPORTER. �adjudication. Oi the other defendants, Mr, and Mrs. George Nich- olson, (who claim title under A. M. Holbrook,) is demanded twenty of fifty-one equal parts in the establishtnent known as the "Piea- yune Newspaper & Printing Establishment," with an aceounting and decree for profits. The facts, which are either admitted in the volumi- nous pleadings or established by the evidence, are as follows : �On the niiieteenth day of Deccmber, 1873, there existed in the city of New Orleans a corporation known as the Herald Printing Company, whleh, at that date, bought at sheriff's sale, on a 12-months' bond, for the priee of $20,100, the New Orleans Picayune Newspaper and Printing Establishment, sfiving as a surety upon the bond Joseph Hernandez. Ex-Gov. H. C. Warmoth induced Mr. Hernandez to go upon the bond, agreed to hold him harmless for so doing, and seems to hare been the party really furnishing the security. The Herald Pi'inting Company was a corporation i^i which the complainant and Alexander Walker were largely interested, and it published a newspaper called. the New Orleans Herald, of which these last-named gentlemen were editors and managers. �Chiefly through Gov. Warmoth 's influence an agi-eement was formed and carried eut, in accordance with which the Herald Company conveyed the Picayune establishment, reeently purchased, to A. M. Holbrook, who agreed to pay the twenty thousand dollar twelve-months' bond, and a new cor- poration was formed, under the general law authorizing the same, called the " New Orleans Picayune Printing Company, to print and publish a news- paper or newspapers, and carry on a printing and publishing business of every kiud." io this corporation A. M. Holbrook was to convey, and did convey, the Picayune establishment, derived from the Herald Company, which constituted its capital, fixed by its charter at $30,000, and divided into 120 phares, at the par value of $250 each. Of these shares A. M. Holbrook was to receive, and did receive, 65 shares, the complainant 15 shares, and Alex- ander Walker 10 shares. The complainant aiid Walker, along with all the other stockholders, received shares in the Picayune establishment in the same proportion as they had held shares in the Herald undertaking. The Herald was no longer published, and became merged in the Picayune, which last was to be conducted under the new charter. That charter provided that "the corporation shall be goverued by a board of directors of flve persons." �The first board of directors was declared to consist of A. M. Holbrook, Peter St. Armand, R. W. Holbrook, Alexander Walker, and E. C. Hancock, (the complainant.) The board of directors had, by the charter, power given them "to adopt such by-laws as may be necessary to manage the company and appoint such offlcers and clerks as may be required." It seems to have been dis- tinctly understood, not only that A. M. Holbrook should thus have a majority of the stock, but that of the flve directors, who were to serve for at least one year, and who were named in the charter, two should in some sense be representatives of him — namely, Mr. Armand and R. W. Holbrook (his brother) — ^to each of whom was transferred one of A. M. Holbrook's shares. The corporation went into operation, then, with three directors, who held shares ��� �