The New-York and New Haven R.R. v. . Schuyler, Cross, C.
New York Court of Appeals
Appeal from the Supreme Court. The complaint was filed in January, 1855. Three hundred and twenty-six persons are joined as defendants. One of them, William Cross, demurred to the complaint upon several grounds, which, so far as material, appear from the opinion which follows this statement. The facts set forth in the complaint are as follows: The plaintiff is a corporation, owning and operating a railroad extending from New Haven to New-York.
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Appeal from the Supreme Court. The complaint was filed in January, 1855. Three hundred and twenty-six persons are joined as defendants. One of them, William Cross, demurred to the complaint upon several grounds, which, so far as material, appear from the opinion which follows this statement. The facts set forth in the complaint are as follows: The plaintiff is a corporation, owning and operating a railroad extending from New Haven to New-York. The capital authorized by the charter is limited to $3,000,000, represented by thirty thousand shares of stock, all of the shares except seventy-eight…
1Opinion of the CourtComstock, J.
This case is somewhat special and extraordinary in its circumstances, and must be determined upon principles of reason and justice, with the aid of such analogies as the law will afford.
It is well settled that the directors or managers of a corporation are trustees for the holders of its stock. It is on this ground that the shareholders are entitled to relief in equity against an actual or threatened waste or misapplication of its corporate funds. It seems also to be settled that a suit for that purpose must be brought in the name of the corporation, unless it appears that the directors…
2Cases cited1 opinion
- Robinson v. SmithNew York Court of Chancery · 1831
3Cited by115 opinions
- Hale v. AllinsonSupreme Court of the United States · 1903
- The Erie Railway Company v. . RamseyNew York Court of Appeals · 1871
- Wiles v. . SuydamNew York Court of Appeals · 1876
- Crawford Co. v. HathawayNebraska Supreme Court · 1903
- New York & New Haven Railroad v. SchuylerNew York Court of Appeals · 1865
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