Page:Federal Reporter, 1st Series, Volume 9.djvu/658

 IN. EE, SWENK. 643 �affairs. It involves a withira-Wal from the control and management of the stockholders of the entire property of the corporation for a period of at least five years; it will preclude foi? a like period the exer- cise annually by the stockholders of their judgment as to the par- ticular charaeter and method of conducting the business affairs of the corporation ; and it denies to the stockholders any right of sug- gestion or disapproval of the conditions upon which a relinquish- ment of important corporate faculties may be conoeded. Surely a power which will be attended with such consequences does not re- late "to the ordinary business transactions," nor "to the orderly and proper administration of the affairs," of the company, and hence can- not be exercised by the directors without express authority to them. But tho fact is oonceded that the complainant represents a majority of the stock issued by the corporation, and he has made known to us in his biir that the proposed lease is repugnant to his judgment. We are therefore called upon to decide, not merely that it may be made by the directors without consulting their constituents, but against the protest of a majority of them. This we oannot do, but order that a preliminary injunction be issued as prayed for. ���In re Swenk, Bankrupt. {Circuit Court, W. D. Pennsylvania. Novcmber 16, 1881.) �1. Equitabm! Rbi-ibf— Judgments — Appbals— Fkadd. �la January, 1876, Thomas Swenk; gave to one Dougal a warrant to confess judgment against him, and on the thirteenth of March, 1877, a like warrant was given to one Baker, and iu pursuahce of these warrants judgments'were confessed and entered in April, 1877. Proceedings in bankruptcy were com- menced on the seventeenth of May, 1877. By order of the district court the real estate of the bankrupt was sold discharged of liens, the proceeds of sale being substituted for the land as security for the liens upon it. The appellees applied to the court for, and obtained, an order directing the payment of their Judgmen-ts out of the funds produced by the sale. The assignee opposed this application upon the ground that the judgments were fraudulent preferences Under thfi bankrupt act. Held, that an appeal will not lie to such order. The judgments being apparently valid, the only mode of contesting and avoiding them is by complaint in equity, and a decree which might be the subject of appeal to either the circuit or supreme court ; that where the warrants upon which the judgments were confessed were executed and delivered more than two months before the petition in bankruptcy was flled, it was beyond the power of the court to avoid the judgments on the ground of construptlve fraud. �Appeals by W. A, Heinen, assignee, from the orders of the district court directing the payment of judgments of Baker and Dougal, out of ��� �