Loftus v. Farmers' Shipping Ass'n

Citations

• 8 S.D. 201
• 65 N.W. 1076
• 1896 S.D. LEXIS 11

Syllabus

<p>1. While as a general rule, an action to protect corporate interests must be brought by the corporation itself, still, the right of stockholders to bring such action in their individual names is recognized, where the corporation, by its directors, refuses to bring the action, or where their conduct is such as to be equivalent to a refusal.</p> <p>2. If the facts, as alleged, show that the defendants charged with the wrongdoing, or some of them, constitute a majority of the directors or managing body at the time of commencing the suit, or that the directors or a majority thereof, are still under the control of the wrongdoing de- ■' fendants, so that a refusal of the managing body, if requested to bring a suit in the name of the corporation, may be inferred with reasonable certainty, then an action by a stockholder may be maintained, ’without alleging or proving any notice, request, demand, or express refusal.</p> <p>(Syllabus by the Court.</p>