Page:Federal Reporter, 1st Series, Volume 9.djvu/373

 358 FEDERAL REPORTER. �was iiot only tbree-fourths, but all of the stock represented at the meeting. �At the common law the right of the majority of the stock to control the operations and winding up of corporations like this, not of a pub- lic character, is undoubted. �In Pratt v. Jewett, 9 Gray, 34, a majority in number of stookhold- ers, owning a minority of stock, petitioned for a dissolution of a man- ufacturing company. In their petition they averred, among other things, that "a sole owner of a majority of the stock had for many years controlled the election of officers, and elected himself agent aiid clerk, and that he had for a long tim'^ managed the business accord- ing to his own will and choice, regardless of the wishes and interests of the petitioners; that according to his statement the corporation had been doing a losing business for years ; and that he refused to make any change in the business, or to purchase the shares of the petitioners. " The court ans wered that no suflScient reason was shown for a dissolution of the corporation; that "Jewett, owning more than two-thirds of the stock, was entitled to the control ; that the true mis- fortune of the petitioners seemed to be that they are in the minority, and cannot control the majority of the stock." �In Treadwell v. Salisbury Manufg Co. 7 Gray, 404, the court say : �" We entertain no doubt of the right of a corporation, eatablished aolely for trading and manufacturing purposes, by a vote of t?ie majority of their stock- holders, to wind up their afEairs and elose their business, if, in the exercise of a Sound discretion, they deem it expedient to do so. At common law the right of corporations, acting by a majority of their stockholders, to sell their prop- erty is absolute, and is not limited as to objects, circumstances, or quantity." See, also, authorities there cited. �Although the act of transfer was within the capacity of the mem- bers of the corporation, and their sanction to it was in form legal and effective, and Hernandez took title under it, and gave title to A. M. Holbrook, this does not necessarily conclude the complainant, or close the door to relief in his behalf. �There remains the vital question, whether the transfer from the corporation to Hernandez was effected in fraud of the complainant's interests, or whether, by his own conduct with reference to the publi- cation of the Picayune newspaper, the transfer was rendered justifia- ble and expedient. On behalf of the complainant, it is claimed that A. M. Holbrook received 65 shares of the stock in consideration of his agreement to pay at maturity the 12-nionths' bond; that large ��� �