Neall v. Hill

Citations

• 16 Cal. 145
• 1860 Cal. LEXIS 191

Syllabus

<p>In suit by a stockholder against a corporation and its officers, praying for their removal, and for an account and settlement of the affairs of the corporation, the decree, after a full hearing on the merits, was in accordance with the prayer, and also appointed a Eeceiver to take charge of the property of the corporation, until the further order of the Court; collect money due or to become due it; sell certain stock, and pay the proceeds in accordance with the decree, etc.: Held, that this provision in the decree does not destroy its effect as a final decree, and that an appeal lies therefrom.</p> <p>The power of removing the private or ministerial officers of a private corporation, belongs to the corporation alone. Courts cannot remove such officers.</p> <p>The aid of Courts can be invoked only as against such officers as are intrusted by law with the management of the affairs of a corporation, and as against these, the remedy is at law, and not in equity.</p> <p>In suit by a stockholder in a private corporation, against the corporation and four of the trustees, who owned stock sufficient to enable them to control the business of the company, for an account and settlement of its affairs, alleging fraud and mismanagement on the part of the trustees, the Court below, by its decree, deprived one of said trustees of his salary as superintendent of the business of the corporation: Held, that this was error; that although such superintendent was also trustee and treasurer of the corporation, contrary to a positive provision of the by-laws; and although, in the management of the business of these offices, no attention had been paid to the by-laws and regulations of the corporation, yet as no fraud was shown, and as the superintendent had faithfully performed his duties as such, he was entitled to his salary.</p> <p>If, in such case, any loss was sustained by the corporation, from disregard of its by-laws and regulations, the amount of such loss would seem to be the me