Page:Henry Osborn Taylor, A Treatise on the Law of Private Corporations (5th ed, 1905).djvu/632

 § 611.] THE LAW OF PRIVATE CORPORATIONS. [CHAP. IX. doing on the part of the directors, an absolute right to have a receiver of the corporate property appointed, although the corporation be utterly insolvent ; this last being discretionary with the court. 1 Thus, it is no ground for dissolving a manu- facturing corporation on the petition of shareholders — a ma- jority in number though a minority in interest — that a person owning a majority of stock has for many years controlled the election of officers and elected himself agent ; and that he has for a long time " managed the affairs of said corporation according to his own will and choice, regardless of the wishes and interests of the other stockholders ; " that, according to his statement, the corporation had been doing a losing business, that he refuses to purchase the shares of complainants, and that if the affairs of the corporation were properly managed the business might be a source of profit to all. 2 § 611. Independent of statute, moreover, a court of equity Jurisdic- h as no power to dissolve a corporation and divide its equity. property at the suit of a shareholder, 3 or remove corporate officers. 4 Under statutes in some of the states, how- ever, an information in the nature of a quo warranto may be filed at the relation of a shareholder against an illegally exist- at. the suit of a shareholder. Masters v. Eclectic Life Ins. Co., 6 Daly. 455. But see Deuike v. New York, etc., Lime Co., 80 N. Y. 599; Hardon v. Newton, 14 Blatchf. 376. 1 Denike v. New York, etc., Lime Co., 80 N. Y. 599. See Hardon v. Newton, 14 Blatchf. 376. a Pratt v. Jewett, 9 Gray, 34. See, also, Burnham v. S. F. Fuse Mfg. Co., 76 Cal. 24. 3 Strong v. McCagg, 55 Wis. 624; Bayless v. Orne, 1 Freem. Ch. (Miss.) 161; Howe v. Deuel, 43 Barb. 504; Belmont i Erie Ry. Co., 52 Barb. 637; Waterbury v. Merchants' Un. Exp. Co., 50 Barb. 157; Fountain F'ry Tr'npk Co. v. Jewell, 8 B. Mon. (Ky.) 140; Morrows v. Edwards, 20 Dist. Col. 475; Coquard v. Nat. L. O. Co., 171 111. 480. See Gibson v. Thornton, 107 Ga. 545; Oldham v. 612 Mt. Sterling Imp. Co., 103 Ky. 529. Compare Baker v. Backus, 32 111. 79; Terhune v. Midland R. R. Co., 38 N. J. Eq. 423; Baker v. Louisiana Port- able R. R. Co., 34 La. Ann. 754. Compare Hitch i Hawley, 132 N. Y. 212. It has recently been held that a court of equity, when a shareholder is aggrieved by oppressive and fraud- ulent action of the officers and holders of a majority of shares, may, in entertaining his suit for relief, if carrying on the business is impracti- cable, proceed and appoint a receiver and wind up the corporation. Miner v. Ice Co., 93 Mich. 97. Compare Benedict v. Columbus Cons. Co., 49 N. J. L. 23; Ulmer v. Maine R. E. Co., 93 Me. 324. §581.
 * Neall v. Hill, 16 Cal. 146. See