Quin v. Havenor

Winslow, J. It is a little difficult to understand how this action can be brought on behalf of “other stockholders similarly situated” when it appears on the face of the complaint that there are only three stockholders of the corporation, one of whom is the plaintiff, and the remaining two are defendants in the action, but, as this question does not necessarily arise upon this appeal, we will spend no time in endeavoring to solve it. It is sufficient to say that, treating the action simply as an action brought to vindicate the rights of the plaintiff individually, the complaint itself shows that no temporary injunctional order is necessary. It appears from the complaint that only fifteen out of thirty of the authorized shares of the stock have been issued, and that the only action taken by the directors was a resolution to offer for sale two more shares of stock, which would still leave thirteen shares of stock unissued. The plaintiff claims to be entitled to receive seven and one half shares in addition to his present holding. If he is successful in his claim, there will be ample stock out of which this amount may be issued, even if the. two shares proposed to be sold by the directors be issued and sold. So the issuance and sale of the two shares will not prejudice his rights. As there are no allegations in the complaint showing that the defendants have threatened or do threaten to sell or incumber the lease or the franchise, there are no grounds for granting an injunctional order to prevent these acts. By the Court. — Order affirmed.