Alexander v. Alexander-Seewald Co.

Hill, J. Where A, a corporation, under a pretended sale or merger unlawfully takes possession of the assets of B, another corporation, and thereby destroys the value of the stock of B, a stockholder of B can not maintain an action, brought in his own name, against A, for damage to his stock in the corporation, where the petition fails to allege the refusal of the corporation B to act in its corporate name for the protection of its assets, and where that corporation is not made a party to the suit. 3 Pom. Eq. Jur. (4th ed.) § 1095. See Civil Code (1910), § 2224 (5); 1 Fletcher on Corp. 50; 6 Id. 6868, § 4052; 2 Thomp. Corp. 4554, 4555; Bush v. Bonner, 156 Ga. 143, 149; Ware v. Bazemore, 58 Ga. 316; Henry v. Elder, 63 Ga. 347; Steele Lbr. Co. v. Laurens Lbr. Co., 98 Ga. 329 (5) (24 S. E. 755); Bethune v. Wells, 94 Ga. 486 (21 S. E. 230); Alexander v. Atlcmta &c. R. Co., 113 Ga. 193, 202 (38 S. E. 772, 54 L. R. A. 305). The foregoing is in answer to a question propounded to the Supreme Court by the Court of Appeals. All the Justices concur.