Kelly v. Thomas

Citations

• 234 Pa. 419
• 83 A. 307
• 1912 Pa. LEXIS 664

Syllabus

<p>Corporations — Suit by stoclcholders against officers — Parties— Corporation as party — Fraud—Foreign corporation — Multifariousness.</p> <p>1. On a bill in equity filed by a stockholder of a corporation against certain of the officers and directors of the company, to compel an accounting and payment to the plaintiff for moneys which should have accrued to the corporation but for the fraudulent acts of the defendants, the presence of the corporation as a party to the record is indispensable to the maintenance of the action.</p> <p>2. Where a foreign corporation has no property and does not conduct its business in this state, a court of equity in Pennsylvania has no jurisdiction over a bill filed by a stockholder on behalf of the company against certain of the officers and directors of the company to compel a,n accounting for moneys alleged to have been fraudulently taken from the company. Such a bill concerns the management of the internal affairs of a foreign corporation over which the courts of this state have no jurisdiction; nor in such a suit can the Pennsylvania court review a judgment entered against the company in the state of its domicile on general allegations that the judgment was entered through the fraud and collusion of the officers of the corporation.</p> <p>3. A bill in equity is multifarious which is brought by a stockholder on behalf of the corporation against certain of its directors and officers for an accounting for moneys of which the company had been fraudulently deprived, and also for an accounting against another company for moneys obtained by sales which should have been made through the corporation, and also to recover from the other company and the directors of the corporation a loss sustained by the plaintiff by reason of a depreciation in the value of his stock.</p>