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 NOTES OF RECENT CASES equity in his own name without first requesting the directors to sue, when it was made to appear that if such request had been made it would have been refused, or, if granted, that the litigation following would necessarily be subject to the con trol of the persons opposed to its success. It is, however, said that where no demand upon the board of directors to institute the suit is shown, and the stockholder relies upon the fact that an application to the directors to sue would have been in vain, the facts upon which such conclu sion rests must be set out, so that the court may judge intelligently for itself as to whether the conclusion of the stockholder is well founded. It is not sufficient to aver that the board, or a large majority of them, is under the control of the offending parties, nor that they are interested as guilty parties in the frauds and wrongs complained of. The facts showing such control, or such in terest, must be set out. It is, however, held that the allegations of the bill as to the personnel of the board of directors of the Traction Company were sufficient to show an adverse interest, and to overcome the presumption that the directors would do their duty. Possibly the holding of chief practical importance in the case is embodied in the statement that under the circumstances disclosed, the contracts between the two corpo rations must be regarded as if between a corpora tion and its directors, or other trustees, and must be governed by the same principles, and that the court will set such contracts aside unless they are fair and reasonable. Thus, inferentially, at least, announcing the rule that the presumption is against the validity of such contracts, and that the burden rests upon those seeking to uphold them to show that they are fair and reasonable. EMINENT DOMAIN. (CONDEMNATION OP COR PORATE STOCK — CONSOLIDATION OF CORPO RATIONS.) NORTH CAROLINA SUPREME COURT. Spencer v. Sea Board Air Line Railway Com pany, 49 Southeastern Reporter 96, is worthy of note as an extension of the power of eminent do main. The doctrine is there applied to the con demnation of corporate stock, for the purpose of effectuating a consolidation of public service corporations. Private Laws 1901, p. 463, c. 168, conferred authority on the Sea Board Air Line Railway Company to consolidate with any rail road or transportation company in the United States, and provided for assessing the value of stock owned by dissenting stockholders and mak ing payment therefor. This provision was at tacked on the ground that it impaired the obliga tion of contracts but is upheld as a valid exercise

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of the power of eminent domain. This power is deemed sufficient to justify the provision, al though the state had no power as against the cor poration and its stockholders, to amend the charter. The case contains a somewhat lengthy and learned discussion of the history, origin, na ture, and elements of the power of eminent do main, and it is said that the extended exercise of the power, which is sanctioned in this case, is a logical outgrowth of foundation principles which is rendered necessary to meet the demands of changing business conditions. " The advancing needs in regard to transportation and travel are," says the court, "deemed by the legislature to demand the formation of a grand trunk line or interstate system of railroad. If the Sea Board Air Line Company had, instead of consolidating, constructed a separate line or track, every foot of land necessary therefor could have been con demned for that purpose. We can see no reason why, in the exercise of the same inherent supreme power, the legislature may not empower the cor poration to condemn the plaintiff's stock." FRATERNAL SOCIETIES. (INITIATION OP MEMBER — LIABILITY FOR PERSONAL IN JURIES.) SOUTH CAROLINA SUPREME COURT. While riding a mechanical goat during his initi ation as a member of the Woodmen of the World, the plaintiff in the case of Mitchell v. Leech, 48 Southeastern Reporter 290, was severely injured, and action was brought against the Sovereign Camp of that order for damages. The defense was made that the Sovereign Camp was not liable for the acts performed by members of the local lodge during the initiation of members, it being pointed out that the mechanical goat, the con trivance through which the plaintiff was injured, was not authorized by the Sovereign Camp. The court goes into the authority which the Sovereign Camp exercises over the local lodges at great length, setting out the parts of its constitution which are pertinent to this subject. The conclu sion is reached that in this instance, where it is shown that the Sovereign Camp selected and organized local lodges for the purpose of trans acting the affairs of the order in various localities, and that such local lodges and the members thereof were under the complete direction of the Sovereign Camp, and that a ritual was prescribed by the Sovereign Camp, the subordinate lodges were the agents of that camp, and the acts of the local camps were binding upon the sovereign Camp if performed within the scope of the agency, even though the acts complained of were not authorized by the Sovereign Camp. Upon the