Cogswell v. Bull

Citations

• 39 Cal. 320

Syllabus

<p>Corporation.—Action Against Trustees.—The general rule is, that an action against trustees of a corporation, for a misappropriation of its funds, must be brought in the name of the corporation.</p> <p>Idem.—When Stockholders mat Sue. — When the corporation, on a proper demand .from a stockholder, refuses to institute action, the stockholders may sue in their own names.</p> <p>Idem.—Pleading.—In an action by a stockholder in such cases, it is necessary to aver a demand and refusal, without which the action will not be sustained.</p> <p>Idem..—Pleading.—In an action against the trustees of a corporation, an averment in the complaint that the Board is composed “nearly, if not entirely,” of the same persons who committed the wrong complained of, presents no issuable fact, and is, therefore, bad pleading.</p> <p>Idem.—Demand and Befusal.—That a demand and refusal are necessary when the trustees who committed the wrong yet compose the whore or a majority of the Board, not decided</p>