courts to arrest an unauthorized course of dealing, or to prevent a threatened diversion of the capital to improper uses. Of this character are many of the cases usually cited, to prove that corporations cannot exceed their powers." Dodge v. Woolsey, 18 How. U. S. 331. Bolt v. Rodgers, 3 Paige, 154. Ang. & Ames on Corp., 424, 4th ed., and cases cited. "So, too, it is plain, without citing authority, that a stockholder, who can show that he has sustained a pecuniary loss by such a use of the capital, may have his redress in damages against the individuals who commit the wrong, unless he has himself acquiesced. "These are extensive, and it would seem, ample remedies to prevent or redress the abuse of power; and it appears to me a much higher and better policy, that private shareholders should be confined to these remedies, than to sacrifice the interests of the rest of the community by conceding to these bodies absolute immunity whenever power is thus abused. But the principles which belong to this question need not present that naked alternative. "Stockholders in corporations have such an interest in the company as excludes them from being witnesses for the company." Thrasher v. Pike County Railroad Company, 25 Ill. 409. Ryder v. Alton and Sangamon Railroad Co., 13 Ill. 523. Philadelphia and Westchester Railroad Co. v. Hickman, 28 Penn, 318. Lord ELDON, in the case of Adley v. The Whitestable Company, 17 Vesey, 321, which was a case where a fisherman, who had violated a by-law of a corporation of which he was a member, had been excluded from the corporation, said: "We find, from the experience of every day, that, as individuals cannot possibly hold out responsibility to the extent required in great concerns, therefore great trading companies are formed, the property of the company yielding a profit; which, according to the nature and principle of the undertaking, is to be divided among the individuals composing the corporation, just as if they were not incorporated." This same case came up again in the 19th of Vesey, Jr., 305, when Lord ELDON laid down the doctrine, that the corporation was liable as trustees to each individual stockholder for his proportionate share; and, notwithstanding the difficulties and obstacles which were interposed there, he said, that, "wherever there is a legal right vested in a party, he must, in some court, have the means of enforcing that right. It may, perhaps, be out of the power of any court effectually to meet all the human resistance, that may, where there is a great number of parties, be applied, to baffle justice-but the court must not, for that reason, desist from doing anything; and parties may, in the end, grow extremely weary of that resistance, which they never ought to have interposed." Prima facie, all stockholders, at any particular period, are equally interested in the property and business of a corporation. They assume the same liabilities, are entitled to the same rights, and are equal owners of the property. When, therefore, the directors undertake to distribute among the stockholders any portion of the funds or property of a corporation, whether it be called profits or not, all the stockholders are entitled to an equal share in the fund, proportionate to their stock; whether they have been stockholders for a longer or shorter period. Unless the charter gives the directors power to discriminate between the stockholders, at different periods, in the distribution of profits, they are all entitled to share therein. Jones v. Terre Haute R. R. Co., 29 Barb., 359. Stockholders, who are citizens of other States than that under whose laws the corporation is chartered, may file a bill in equity against it, in the court of the United States. Paine v. Indianapolis R. R. Co., 6 McLean, 395. Dodge v. Woolsey, 18 How, 331. Louisville R. R. Co. v. Letson, 2 How. (U.S.), 558. Commonwealth v. Milton, 12 B. Mon., 212. Marshall v. Baltimore & Ohio R. R. Co., 16 The following cases were brought by a shareholder in behalf of himself and others, who may come in and contribute to the ex VII. When the majority of stockholders in a corporation can bind the minority. In the case of the Troy & Rutland R. R. Co. v. Kerr, 17 Barb., 604, the court said: "As a general rule, the acts of the majority. control, when confined to the ordinary transactions of the company, and consistent with the original objects of its formation. But everything relating to the organization of a private corporation, of the nature we are considering, as well as of co-partnerships, is mere matter of individual contract; and the compact, which is to clothe its members with this artificial, corporate existence, must receive the voluntary assent of the whole. And as there can be no compulsion in the first instance, I do not see how there can be a claim upon the property of a member to aid a different enterprise, after a material change in the constitution of the company." Angel & Ames on Corps., p. 367. In the case of Davies v. Hawkins, 3 Maule & Selw., 488, which was a case of a company which was formed for brewing ale, and, by deed, they confided the management of the business to two persons, who were trustees of the company-who were to manage the business until others were elected to fill their places, and general quarterly meetings were to be held. It was decided by the K. B., that one person only could not be appointed at a general quarterly meeting, in place of the two originally appointed under the deed, unless such alteration was made by the consent of all the subscribers. Lord ELLENBOROUGH said, that "a change had been made in the constitution of this company, which could not be made without the consent of the whole body of the subscribers. It was such a substituted alteration in its constitution as required the assent of all." In Peabody et al. v. Flint, 6 Allen, 52, which was a bill in equity, filed by James Peabody and another, they being stock holders in the Lowell & Salem R. R. Co., for themselves and in behalf of the other stockholders, against the company, the directors, and agents, and, also, the Lowell & Lawrence Railroad Company, charging them all with fraud and conspiracy, to prejudice and sacrifice the Lowell & Salem Railroad for the benefit of the Lowell & Lawrence Railroad. The two stockholders were the owners of but a few shares out of many thousand. The case was characterized by the true spirit of modern consolidations, and it was contended, by the defendants, "that the plaintiffs have not, and never had, any remedy for such injuries as they complain of; that conceding the truth of the allegations, that the directors of the Salem & Lowell Railroad Company, either by themselves, or with the consent and connivance of a majority of the stockholders combined, either among themselves or with the Lowell & Lawrence Railroad Company, or its directors, or with any of the other defendants, to defraud a minority of the stockholders of the Salem & Lowell Railroad Company, and in pursuance of this combination dil the acts alleged, and so dealt and managed as to destroy the value of the stock, as set forth, yet the only relief which the minority can have, is the imperfect one of selling out their stock for what it will bring in market." In commenting upon this position, CHAPMAN, J., said: "This doctrine is said to result from the nature of corporate property, which, being owned absolutely by the corporation, is under the absolute control of a majority of the stockholders, and of such directors as they choose to elect. Their decisions and acts, it is said, are final, and the minority are bound to submit to them. But this doctrine, if correct, would place the property of stockholders in a corporation in a perilous condition. For it would enable the managers of one corporation to get the control of another by the purchase of a majority of its stock for the purpose, and then to manage its affairs in such subservience to the interests of their own corporation, as to render the stock of the minority worthless, and avail themselves of its value without compensation. The |