Croft v. Lumpkin Chestatee Mining Co.

Bleckly, Justice. Eor the chartered rights of this corporation, see acts of 1866, pp., 100, 106 ; acts of 1876, p. 238. The charter has many years to run ; no forfeiture has been adjudged; no surrender has been made. The court is not called upon to presume a surrender from non-user and lapse of time, for the bill treats the corporation as a living, subsisting entity. The complaint is that it is indolent, inert, lazy — that it won’t work. It has valuable property that might be made profitable to the stockholders, but the stockholders are scattered, and cannot be brought together so as to secure co-operation and concert. The officers are non-residents of the state; so too are the stockholders, the complainants excepted. A corporation thus situated is undoubtedly a sluggish body, and how to move it may not be easy to find out. The object of the bill is not to move it but to strip it. But while it is alive, can this be done ? If it were dead, it would be an easy prey; but as long as it lives its property and franchises are its own, and how is a court of equity to terminate its right to them by a decree ? In the absence of statutory provisions applicable to this case, lias chancery this power % See 1 Edwards Ch. R., 84. It is a mistake to rest such a bill as the present on the law of partition. Real estate is partitioned among the owners, so as to give each his part in severalty; but here the corporation is sole owner; the stockholders do not own the property or any part of it; what they own is the stock. It may be that analogies drawn from partition, or from some other head of the law, may be found to guide a court of equity in dividing out the assets of a living corporation, but if so, all the stockkholders should be parties to the bill. Those of them who are non-residents could probably be served by publica [468] tion if other service were impracticable. All we rule at present, is, that on the bill as presented to the court below, that court did'not err in dismissing so much of it as was not pertinent to the account. Judgment affirmed.