Berry v. Broach

Co over, C. J., delivered the opinion of the Court. It was within the power of a majority of the stockholders to make the sale of the assets of the Meridian Grange Co-operative Association, an incorporated company doing an unsuccesful and unprofitable business. Morawetz on Private Corporations, sec. 413; Wood’s Field on Corporations, sec. 445; Cook on Stock and Stockholders, sec. 668. If the act of the majority was conceded to be voidable at the election of the non-participating stockholders, the defendant who participated in the sale could not avoid the contract which has been ratified by the acquiescence of the other stockholders. The judgment is manifestly right on this branch of the case, and the question of the amount of the defendant’s indebtedness was fairly submitted to the jury. The judgment is affirmed.