Kessler & Co. v. Ensley Co.
U.S. Circuit Court for the District of Northern Alabama
In Equity. On demurrers to amended bill. This is a bill by minority stockholders of the Ensley Land Company, filed in right of the company, which refused to sue, to set aside certain transactions between the company and the respondents, who it is alleged, while occupying fiduciary relations, defrauded the corporation in the sale of 240 acres of land, of which respondents became purchasers.
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In Equity. On demurrers to amended bill. This is a bill by minority stockholders of the Ensley Land Company, filed in right of the company, which refused to sue, to set aside certain transactions between the company and the respondents, who it is alleged, while occupying fiduciary relations, defrauded the corporation in the sale of 240 acres of land, of which respondents became purchasers. On demurrer to the original bill the court held that, as the majority of the stockholders and the two boards of directors, who refused to authorize the suit, were not charged to be interested, or acting…
1Opinion of the CourtJones, District Judge
(after stating the facts as above). It was not ruled on the former hearing, as complainants seem to suppose, that the refusal of the boards of directors and stockholders, under the circumstances stated, to bring the suit, amounted to a ratification of the transactions complained of; but that, in view of the case disclosed by the original bill, the minority was bound by the action of the governing body, which was not charged to be interested, or acting from improper motive. It was stated arguendo that an honest and disinterested governing body or majority of stockholders, if rescission would…
2Cases cited20 opinions
- Twin-Lick Oil Co. v. MarburySupreme Court of the United States · 1876
- Hollins v. Brierfield Coal & Iron Co.Supreme Court of the United States · 1893
- Briggs v. SpauldingSupreme Court of the United States · 1891
- Dickerman v. Northern Trust Co.Supreme Court of the United States · 1900
- Kilbourn v. SunderlandSupreme Court of the United States · 1889
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3Cited by15 opinions
- Jarvis v. Boatmen's National Bank of St. LouisSupreme Court of Missouri · 1972
- Sullivan v. MosnerCourt of Appeals of Maryland · 1972
- Henry L. Doherty & Co. v. RiceU.S. Circuit Court for the District of Middle Alabama · 1910
- Rogers v. American Can Co.Court of Appeals for the Third Circuit · 1962
- Smith v. DunlapSupreme Court of Alabama · 1959
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