East Tennessee, Virginia & Georgia Railroad v. Grayson

Mr. Chief Justice "Waite delivered the opinion of the court.. This is an appeal from an order remanding a suit' in equity which, had been removed from the chancery court 01 the eastern division of the State of Alabama. The bill was filed by John W. Grayson, a citizen- of Alabama., and a stockholder of the Memphis and Charleston Railroad Company, “ in his own behalf, and in behalf of all other stockholders . . . who may-come in and contribute to the expenses,” against the Memphis and Charleston Eailroad Company, a corporation existing under the laws of the States of Tennessee, Alabama, and Mis-' sissippi,' and the East Tennessee, Virginia and Georgia Rail-, road Company, a corporation existing under the laws of Tern' nessee and Georgia. The bill was filed August 31, 1882, and' *242 alleged that on the second of June, 1877, the Memphis and Charleston Company executed what purported to be á lease of its railroad and appurtenances to the East Tennessee, Virginia, and -Georgia Company for a period of twenty years' from-July 1, 1877; that this lease was modified in some particulars December 2, 1879; that neither the lease nor the modification were within the corporate power or . authority of either of the partiés thereto; 'that, notwithstanding this, the East Tennes-' see, Virginia and Georgia Company had .taken possession of and was operating the leased railroad; that Grayson, the complainant, was not present, either in person or by proxy, alt any " . meeting of the stockholders Of the Memphis and Charleston Company, if any there ever had been, whentixe lease, was authorized or approved; that he had never consented thereto, and his rights as a stockholder “ are in nowise affected by any'. Such, action' of a stockholders’ meeting at'which he was-not •present, in which he did;,not -participate, and in which his stock was not represented — such - action being ultra 'vires and without legal authority; ” that at a meeting Of the stockholders of the Memphis and Charleston Company, on the 22d of. August,' 1882, a resolution was adopted authorizing the directors to .appoint a committee to meet the East Tennessee, Virginia and Georgia Company and arrange for a cancellation of the . lease, it -being understood that the last named company would surrender its rights as lessee on payment of $400,000; that the resolution was adopted under the influence of the belief that upon the pay ¿rent of this amount the lease would be abrogated; that at the same meeting a.further resolution was adopted authorizing the issue of five millions of dollars of additional stock, to be sold at eight cents on the dollar to raise the amount to be ■ paid the East Tennessee, Virginia and Georgia Company, in case .the proposed arrangement was carried out; that Grayson, the complainant, voted against both these resolutions; that, on a fair settlement of the accounts between the two companies for the operations of the East Tennessee, Virginia and Georgia Company during the time it had been in possession under the lease, a large sum would be found due to the Memphis and Charleston Company; and that the directors of the Memphis *243 and Charleston Company will not, and Grayson, the complainant, cannot, bring a suit in the name of. the company to- have the lease set aside. . The prayer of the bill is for a cancellation of the,lease, for an account, and for an injunction to restrain-the East Tennessee, Yirginia and Georgia Company from operating the road, and the Memphis and Charleston Company from paying $400,000 or any other sum for the-cancellation of the lease, and from issuing the new stock to raise the money to make the payment. Cn the 4th of September, 1882, the East Tenness'ee, Yir-. ginia and Georgia Company filed a petition for the removal of the suit to the Circuit Court of the United States, on 'the ground that the company is a citizen of Tennessee and Gray-son a citizen of Alabama, and “ there is a controversy which is wholly between citizens of different States, and which can be fully determined between them,- to- wit, a controversy between the said petitioner and the said' John W. Grayson.” The Circuit Court, on motion, remanded the cause, and that order is now here for review. "Ye are unable to distinguish this case from that of New Jersey Central Railroad v. Mills, 113 U. S. 249. It is brought by a stockholder of the Memphis and Charleston . Nailroad Company, in behalf of himself and any other stockholders who will contribute to the expenses, to set aside a lease made by that corporation, to the East Tennessee, Yir-ginia and Georgia Nailroad Company, in excess of its corporate powers, and to restrain' the Memphis and Charleston Company from carrying into effect a resolution of its stockholders authorizing a settlement with the East Tennessee, Yirginia and Georgia Company, by the payment of $40,0,000, to secure a cancellation of the lease. The .bill was filed by one of the minority stockholders nine days after the resolution in favor of the settlement was passed, and one of its objects is to defeat this action of the majority. Under these circipn-stances it is clear that the Memphis and Charleston Company is not a mere formal party, or. a party in the same interest with .Grayson, but is rightly and necessarily a defendant. The corporation, as a corporation, has determined, by a vote *244 of' its stockholders, to pay $400,000, which it proposes to raise, by a ruinous sale of stock, to get rid of a lease that' Grayson insists is, void and ought to be annulled without ,any payment whatever, and the lessee brought to an account. Neither is; there a separate controversy in the case between the complainant and the East Tennessee, Virginia and ■ Georgia Company. The principal purpose of the suit is to set aside the lease for want, of authority to make.it. For ’that purpose both the lessor and lessee are necessary parties.' ' Grayson is not suing for the Memphis and Charleston Company,. but for himself. . It is true a decree 'in his favor may be' for the advantage of the Memphis and Charleston Company, but lie does not represent the company in its corporate capacity, and has no authority to do so. . As a stockholder he seeks protection from the illegal acts of his own company as well as the.-other.' According to the allegations of the bin, it may fairly be inferred that a¡ majority of the stockholders of the-Memphis and Charleston Company have combined with the. East Tennessee, Virginia and Georgia Company to sacrifice , the rights of the minority, and this suit is in bphalf of the minority to' protect themselves against this unlawful .and fraudulent combination. Left to themselves,' the two .companies. will settle on a basis that will be ruinous to the interests ; of Grayson and those in like situation .with himself. This he seeks, to prevent. In the argument it is suggested that this case differs from that of the New Jersey General Railroad v. Mills in the fact that- in that case the two corporations joined in an answer insisting on the validity of the lease, and in this nothing of the kind has been done. But here the allegations of the bill, which, for the purposes of the present inquiry, must be considéred as' confessed, are to the effect that the two companies áre acting in harmony upon the question of validity,' and that, unless restrained, the Memphis and Charleston Company will make a settlement which will be greatly, to the injury of its .minority stockholders, of whom this complainant is one. This is certainly the equivalent of the joint answer in the other case. The order remcmding the case is affirmed.