Underwood v. Stafford

The alleged wrong is not an injury to the corporation by mismanagement of its business of properties. The alleged wrong is a fraudulent conveyance of its assets to the injury of its creditors, specifically this plaintiff. He does not allege a derivative right originating in a- wrong done to the corporation. He alleges a personal right originating in a direct injury to him. He sues the *705defendants not as incompetent, negligent or dishonest directors who wronged their corporation, but as mala fide grantees in a fraudulent conveyance of his debtor’s property. The corporation may have no cause of…