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v. Young, 64 Ark. 381, 62 Am. St. Rep. | ment is found: “The rules of the common 198, 42 S. W. 669.

law were founded on the doctrine of the

unity of the person, and the inability of McCulloch, Ch. J., delivered the opin- husband and wife to sue one another, and ion of the court:

although the married women's property Appellant and appellee were at the time acts contain no express provision on the of the commencement of this suit, and are subject, it is doubtful whether these rules now, husband and wife, but at the time of have any application now that this disabilithe execution of the note and mortgage in- ty has been removed. There seems on prinvolved in this case they were not married. ciple to be no reason why a husband or They resided in the city of Hot Springs, in wife should not sue the other on a contract this state, and appellee, being the owner made before marriage, unless, regard being of certain real estate situated there, bor- had to the nature or terms of the contract, rowed a sum of money from appellant, and and the other circumstances of the particuexecuted to him her promissory note and lar case, a contrary intention appears.” a mortgage on the real estate to secure In some of the American states where the payment of the same. Subsequently she there are statutes similar to ours they have and appellant intermarried, and the ques. been construed to modify the commontion raised in this case is whether or not law rule so as to allow the parties to sue the marriage extinguished the debt. Ap-on a contract made before marriage. In pellee instituted the action against appel. Massachusetts the court first decided against lant to cancel the mortgage, on the ground such modification, but the later cases have that it had been extinguished by the inter overruled the former ones, and now hold marriage of the parties, and appellant filed it to be the settled law of the state that a cross complaint to foreclose the mortgage. the subsequent intermarriage of the maker

The rule at common law was that the in- , and payee of a note does not extinguish termarriage of the two parties to a contract the binding force of the obligation. Butextinguished the obligation. The question, ler v. Ives, 139 Mass. 202, 29 N. E. 654; however, for decision in this case, is wheth- Spooner v. Spooner, 155 Mass. 52, 28 N. er the modern statutes governing the mar. E. 1121; and MacKeown v. Lacey, 200 riage relation and property rights thereun- Mass. 437, 21 L.R.A.(N.S.) 683, 86 N. E. der, particularly the provision of the 799, 16 Ann. Cas. 220. Constitution of this state ($ 7, art. 9) to In Illinois it has been decided that statthe effect that the property of a married utes similar to ours modify the commonwoman “shall, so long as she may choose, law rules so that a wife's antenuptial conbe and remain her separate estate and prop. tract is not extinguished by her intermarerty," and the statute which provides that riage with the obligee. Clark v. Clark, 49 a married woman may transfer her sepa. Ill. App. 163. rate property, carry on any trade or busi- There can scarcely be found a more learnness, and sue or be sued in the courts of ed or interesting discussion on the subject the state (Kirby's Dig. § 5214), operate as of modification, by modern statutes, of the a modification of the common-law rule so rules of the common law, with respect to as not to extinguish the obligation of a the rights and liabilities of married women, contract between the parties, executed prior than the opinion of Judge Riddick in the to the marriage. Statutes of this char- case of Kies v. Young, 64 Ark. 381, 62 Am. acter exist well-nigh universally in the St. Rep. 198, 42 S. W. 669, where it was American states, but the courts are not held that (quoting from the syllabus) altogether in accord as to the effect there “the common-law liability of a husband for of. In England there has been a great his wife's antenuptial debts has not been modification in the strict rules of the com- abrogated by the married woman's act mon law with respect to the property rights

which excludes the marital rights of married women, and the trend of the of the husband in the wife's property durdecisions there is to give a broad interpre- ing coverture, and confers upon married tation to those statutes in relaxation of women power to acquire and hold propthose common-law rules.

erty.” In Lord Halsbury's Work on the Laws The rule laid down in that case was subof England, vol. 16, p. 433, in commenting sequently abrogated by statute relieving the on the case of Fitzgerald v. Fitzgerald, L. husband from liability for the wife's anR. 2 P. C. 83, 5 Moore, P. C. C. 180, 37 tenuptial debts, but the luminous discussion L. J. P. C. N. S. 44, where the English of the law by Judge Riddick still remains court decided that a husband's antenuptial for our guidance upon analogous questions. contract to pay an annuity was not extin. It cannot be contended that the statutes of guished by the intermarriage of the parties, 'this state have in express terms abrogated but was only suspended, the following state the common-law rule governing the question involved in the present case any more than | ligation to the husband should still prethey did the question involved in the case vail. just referred to, but the question for de- It has long been the law of this state termination in this case is, as it was in that an obligation of husband and wife, that, whether the reasons for the common- even during coverture, while unenforceable law rule have been abolished by statutes at law, is binding and enforceable in equity. so as to cause the rule itself to cease. Pillow v. Sentelle, 49 Ark. 430, 5 S. W.

In Kies v. Young, supra, the court decid-783. We have held, too, that where there ed that all of the reasons for the common-exists a valid obligation of one of the law rule, so far as it related to the liability spouses to the other, the remedy is not susof a husband for the antenuptial debts of pended during coverture, but that the obhis wife, had not ceased with the changes ligation may be enforced in a court of in the law wrought by modern statutes, and equity. Lawler v. Lawler, 107 Ark. 70, 153 that therefore the rule itself had not ceased S. W. 1113; Shane v. Dickinson, 111 Ark. as a part of the law of this state. But it 353, 163 S. W. 1140. The question cannot does not follow that the same can be said be said to be entirely free from doubt, but of the question now before us concerning we believe the true, the just, and the logithe extinguishment of the liability of the cal rule to be that the common-law doctrine wife for her antenuptial debts. On the on this subject has been modified, and that contrary, it seems to us that the provisions the unity of the parties to the marriage has of the Constitution and statutes of this been destroyed to the extent that obligastate, which sweep away almost entirely tions incurred before the marriage relathe husband's common-law right to take or tion was entered into are not extinguished control the property of his wife, do com- | by it. pletely abrogate the common-law rule that We are therefore of the opinion that the an antenuptial debt is extinguished by the learned chancellor reached the wrong conintermarriage of the parties. The husband clusion on the question involved, and his cannot sue at law to enforce the obligation, decree must be reversed, with directions to because the statutes do not confer that enter a decree in accordance with this opinremedy, but the obligation remains unextin- ion, guished, and may be enforced in equity. The principal reason why this court upheld

Wood and Hart, JJ., dissent. the liability of the husband for the antenuptial debts of the wife, according to the

Petition for rehearing denied. common-law rule, is that, while the Constitution and statutes of the state give the wife the right to hold her property so long as she may choose, and to sue and be sued

MAINE SUPREME JUDICIAL COURT. on her obligations with respect to her sepa

GODFREY M. HYAMS rate estate incurred during coverture, those rights to hold her own property are limited

OLD DOMINION COMPANY, Appt. to her exercise of the choice to claim it, and that this does not entirely take away the

(- Me.

93 Atl. 747.) husband's rights, so that it can be said that the reason for holding the husband Corporation act of directors liable for the debts has ceased. It is point- tual understanding. ed out in the decision that the wholesome- 1. Mutual understanding of the directors ness of the common-law rule in that respect of a corporation, that property belonging is not affected by modern enactments, to it shall stand in the names of certain of because the wife may choose not to take her Note. Right of minority stockholder property, but to allow her husband to take to compel corporation to take into its it, and that, as there is no provision in the own name stock in another corporastatute for her to be sued on an antenuptial

tion which it is carrying in the names obligation, there would be no remedy for

of others. the creditor unless the common-law remedy HYAMS V. OLD DOMINION Co. seems to be against the husband is preserved. The the only case upon the question whether a reasons there stated have no aplication to minority stockholder can compel the corthe present case where the antenuptial poration to take into its own name stock obligation of the wife to the husband is of another corporation which it is carrying under consideration, and, where she has in the names of others. the choice of holding her property and of connection to refer to Martin v. Ohio Stove

It may be of interest, however, in this disposing of it at will without the consent Co. 78 Ill. App. 105, where it was held that of the husband, there is no reason why an action would not lie by an Ohio corthe common-law rule extinguishing her ob-'poration against one of its directors and



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their number, is sufficient to make the hold-, state, and exercise all the rights of ownering of the property in that manner the act ship, including the right to vote thereon. of the board.

Same compelling corporation to carSame ratification of acts of directors. ry stock in its own name.

2. Knowledge and approval by stockhold- 9. Minority stockholders in a holding ers of a corporation of a course of action corporation are entitled to the aid of equity by the directors are not sufficient to effect to compel the corporation to take into its a ratification of the act on the part of the own name stock which it owns, but is carcorporation.

rying in the name of individuals, thereby Same ratification without knowledge. depriving itself of the right to vote the

3. A general vote ratifying the acts of stock at meetings of the corporation; and it directors of a corporation does not ratify is immaterial that, because of stock inthe holding of corporate property in the terests, the ones in whose names the stock names of individual directors, of which is standing will control the policy of the fact the stockholders had no knowledge.

corporation with respect to it. Same ratification to directors for redress.

(April 5, 1915.) 4. A minority stockholder need not apply to the directors or to the corporation it . A the Supreme Judicial Court for Cum

of self to take over property belonging to it which is standing in the names of in berland County in complainant's favor in dividual directors, before suing to compel a suit to compel defendant to take in its it to do so, where the title has been held in own name title to stock which it owns, but that manner so long as to indicate a de- is carrying in the name of individuals. liberate policy on the part of the directors Affirmed. and majority stockholders.

The facts are stated in the opinion. Same ratification of ultra vires acts. Messrs. William M. Bradley, Bran

5. Stockholders cannot ratify an act of deis, Dunbar, & Nutter, and Edward the directors which is ultra vires the cor: F. McCiennen, for appellant: poration, or which is in manifest disregard of the legal rights of minority stockholders.

The defendant corporation has the right, Same continuing wrong

with the knowledge and approval of its

rights of stockholders.

directors and a majority of its stockhold6. That an act of a corporation in viola.ers, to have individuals hold title to this tion of the legal rights of minority stock stock, even if this is not required to make holders occurred before a complaining stock. the title free from attack under the laws holder secured his stock does not deprive of New Jersey. him of the right to relief if the wrong is a Cook, Corp. & 684; Ulmer v. Maine Real continuing one.

Estate Co. 93 Me. 324, 45 Atl. 40; Wells v. Parties suit to compel corporation to Dane, 101 Me. 67, 63 Atl. 324; Hersey v. carry stock in its own name.

Veazie, 24 Me. 9, 41 Am. Dec. 364. 7. A corporation issuing stock is not a The defendant corporation has duly necessary party to a suit by stockholders in ratified the holding of the stock of the another corporation which owns such stock, New Jersey corporation by Smith and to compel the latter to place the title to the stock in its own name.


Sampson v. Bowdoinham Steam Mill Corporation right to hold stock in Corp. 36 Me. 78; Warner v. Mower, 11


8. A foreign corporation may hold stock Vt. 385; Chicago R. I. & P. R. Co. v. in a domestic one under a statute provid- Union P. R. Co. 47 Fed. 15; Bagley v. ing that any corporation may purchase and Reno Oil Co. 201 Pa. 78, 56 L.R.A. 184, hold the stock of any corporation of this 50 Atl. 760; Jones v. Concord & M. R. Co. an Illinois corporation to compel the latter , sioners appointed by him, it would have to issue to the plaintiff stock subscribed for been the duty of that officer to have refused in the Illinois corporation by such director, the certificate of incorporation. To permit and alleged to have been paid for by the the corporation by its directors to make property and money of the plaintiff, as the the subscriptions in the individual names plaintiff could not subscribe for shares in of the latter, thereby giving a semblance of a new corporation, either directly or in compliance with the statute sufficient to sedirectly, through persons acting as its cure the issuance of a certificate of incorpotools. The court said: “If the transaction ration, as was done in this case, and then by was as claimed by the Ohio Stove Company proceedings like the present, instituted by a in the bill filed by it, and as found by the person in pari delicto, compel the stockdecree, then it intended to own and control holders to transfer their shares to the corthe new corporation, which, by the law poration itself, would be to permit a perabove referred to, it is prohibited from son to take advantage of his own wrong to doing. Had the facts as now claimed by perpetuate a fraud upon the law, and to defendant in error appeared to the secre. use a court of equity to aid in evading the tary of state in the report of the commis- | law and setting it at naught.” B. B. B.

67 N. H. 234, 68 Am. St. Rep. 650, 30 Complainant cannot complain, because if Atl. 614; 1 Morawetz, Priv. Corp. 2d ed. any wrong was done, it was done long be482; Bucksport & B. R. Co. v. Buck, 68 fore he became a stockholder, and was apMe. 81; Handley v. Stutz, 139 U. S. 417, proved by his predecessors in title. 35 L. ed. 227, 11 Sup. Ct. Rep. 530; Foote Dimpfell v. Ohio & M. R. Co. 110 U. S. v. Greilick, 166 Mich. 636, 132 N. W. 473; | 209, 28 L. ed. 121, 3 Sup. Ct. Rep. 573; Hill v. Atlantic & N. C. R. Co. 143 N. C. Citizens' Sav. & T. Co. v. Illinois C. R. Co. 539, 9 L.R.A. (N.S.) 606, 55 S. E. 854. 173 Fed. 556; Venner v. Great Northern R.

The defendant corporation should not Co. 209 U. S. 24, 52 L. ed. 666, 28 Sup. Ct. be required to secure a transfer on the Rep. 328; Hawes v. Oakland (Hawes v. books of the New Jersey corporation in a Contra Costa Water Co.) 104 U. S. 450, suit to which the New Jersey corporation 26 L. ed. 827; Hitchings v. Cobalt Central is not a party.

Mines Co. 189 Fed. 241; Venner v. Great Kelly v. Thomas, 234 Pa. 419, 51 L.R.A. Northern R. Co. 153 Fed. 408; Bimber v. (N.S.) 122, 83 Atl. 307; Kimball v. St. Calivada Colonization Co. 110 Fed. 58; Louis & S. F. R. Co. 157 Mass. 7, 34 Am. St. Robinson v. West Virginia Loan Co. 90 Rep. 250, 31 N. E. 697; Jackson v. Hooper, Fed. 770; Hodge v. United States Steel 76 N. J. Eq. 185, 74 Atl. 130; Taylor v. Corp. 64 N. J. Eq. 90, 53 Atl. 601; Trimble Mutual Reserve Fund Life Asso. 97 Va. v. American Sugar Ref. Co. 61 N. J. Eq. 60, 45 L.R.A. 621, 33 S. E. 375; Bradbury 340, 48 Atl. 912; Re Syracuse, C. & N. Y. v. Waukegan & W. Min. & Smelting Co. 113 R. Co. 91 N. Y. 1; Boldenweck v. Bullis, Ill. App. 600; Wason v. Buzzell, 181 Mass. | 40 Colo. 253, 90 Pac. 634; Home F. Ins. 338, 63 N. E. 909; Condon v. Mutual Re-Co, v. Barber, 67 Neb. 644, 60 L.R.A. 927,

1 serve Fund Life Asso. 89 Md. 99, 44 L.R.A. | 108 Am. St. Rep. 716, 93 N. W. 1024; 149, 73 Am. St. Rep. 169, 42 Atl. 944; Clark v. American Coal Co. 86 Iowa, 436, Gregory v. New York, L. E. & W. R. Co. | 17 L.R.A. 557, 53 N. W. 291; Alexander v. 40 N. J. Eq. 38; Clark v. Mutual Reserve Searcy, 81 Ga. 536, 12 Am. St. Rep. 337, Fund Life Asso. 14 App. D. C. 154, 43 8 S. E. 630; Moore v. Silver Valley Min. L.R.A. 390; McCloskey v. Snowden, 212 Pa. Co. 104 N. C. 534, 10 S. E. 679; Rankin v. 249, 108 Am. St. Rep. 867, 61 Atl. 796 ; Southwestern Brewery & Ice Co. 12 N. M. Madden v. Penn. Electric Light Co. 199 54, 73 Pac. 614; South-West Natural Gas Pa. 454, 49 Atl. 296, 181 Pa. 617, 38 L.R.A. Co. v. Fayette Fuel Gas Co. 145 Pa. 13, 23 638, 37 Atl. 817; North State Copper & G. Atl. 224; United Electric Securities Co. v. Min. Co. v. Field, 64 Md. 151, 20 Atl. 1037; Louisiana Electric Light Co. 68 Fed. 673; Howard v. Mutual Reserve Fund Life Asso. Symmes v. Union Trust Co. 60 Fed. $30; 125 N. C. 49, 45 L.R.A. 853, 34 S. E. 199; Venner v. Atchison, T. & S. F. R. Co. 28 Kansas & E. R, Constr. Co. v. Topeka, S. Fed. 581; Whittemore v. Amoskeag Nat. & W. R. Co. 135 Mass. 34, 46 Am. Rep. Bank, 26 Fed. 819; Cook, Corp. § 737, 439; Smith v. Mutual L. Ins. Co. 14 Allen, p. 2683. 336; Bill v. Sierra Nevada Lake Water & Messrs. Isaac W. Dyer, Scott Wilson, Min. Co. 29 L. J. Ch. N. S. 176, 1 De G. and Carl W. Smith, for appellee: F. & J. 177, 6 Jur. N. S. 184, 1 L. T. N. S. It is immaterial, so far as this action is 256, 8 Week. Rep. 205, 7 Mor. Min. Rep. concerned, at what time the complainant 413; Wilkins v. Thorne, 60 Md. 253; Sud became a stockholder in the defendant comlow v. Dutch Rhenish R. Co. 21 Beav, 43. pany, whether it was before or after the

Complainant has not sufficiently attempt time when the act complained of occurred. ed to obtain redress through the directors Majors v. Taussig, 20 Colo. 44, 36 Pac. and stockholders of the corporation, or ac. 816; Chicago v. Cameron, 120 Ill. 447, 11 counted for not so doing.

N. E. 899; Forrester v. Boston & M. Consol. Ulmer v. Maine Real-Estate Co. 93 Me. Copper & S. Min. Co. 21 Mont. 544, 55 Pac. 324, 45 Atl. 40; Kelly v. Thomas, 234 Pa 229, 353; Sayles v. Central Nat. Bank, 18 419, 51 L.R.A.(N.S.) 122, 83 Atl. 307; Misc. 155, 41 N. Y. Supp. 1063; MontHawes v. Oakland (Hawes v. Contra Costa gomery Light Co. v. Lahey, 121 Ala. 131, Water Co.) 104 U. S. 450, 460, 26 L. ed. 25 So. 1006; O'Connor v. Virginia Passen827, 832; Dunphy v. Traveller Newspaper ger & P. Co. 46 Misc. 530, 92 N. Y. Supp. Asso. 146 Mass. 495, 16 N. E. 426; Dickin- 525; Elkins v. Camden & A. R. Co. 36 N. son v. Consolidated Traction Co. 114 Fed. J. Eq. 5; Winsor v. Bailey, 55 N, H. 218; 232; Clarke v. Marks, 111 Me. 218, 88 Atl. Carson v. Iowa City Gaslight Co. 80 lowa, 718; Law v. Fuller, 217 Pa. 439, 66 Atl. 638, 45 N. W. 1068; George v. Central R. 754; McCloskey v. Snowden, 212 Pa. 249, | & Bkg. Co. 101 Ala. 607, 14 So. 752. 108 Am. St. Rep. 867, 61 Atl. 796; Wolf For Smith and Dodge to hold the legal v. Pennsylvania R. Co. 195 Pa. 91, 45 Atl. tle corporate assets a breach the 936; McMullen v. Ritchie, 64 Fed. 253; contract of membership and ultra vires of Cook, Corp. 7th ed. § 740.

the corporation.

The charter of a corporation is a con- | 570; Peabody v. Flint, 6 Allen, 56; Sawyer tract with the stockholders and furnishes v. Hoag, 17 Wall. 623, 21 L. ed. 736; Kean the measure of the corporate powers. v. Johnson, 9 N. J. Eq. 407; Taylor v.

Morawetz, Priv. Corp. 2d ed. § 642; Sav- South & North Ala. R. Co. 4 Woods, 575, age v. People's Bldg. Loan & Sav. Asso. 45 13 Fed. 152; Moore v. Schoppert, 22 W. W. Va. 275, 31 S. E. 991; Thomas v. West Va. 282; Farrington v: Tennessee, 95 U. S. Jersey R. Co. 101 U. S. 71, 82, 25 L. ed. 679, 687, 24 L. ed. 558, 560; Bridgman v. 950, 952; Penobscot Boom Corp. v. Lamson, Keokuk, 72 Iowa, 42, 33 N. W. 355; Atkins 16 Me. 224, 33 Am. Dec. 656; Franklin Co. v. Gamble, 42 Cal. 86, 10 Am. Rep. 282, v. Lewiston Inst. for Sav. 68 Me. 43, 28 | 13 Mor. Min. Rep. 514; Tipton Fire Co. v. Am. Rep. 9; Kean v. Johnson, 9 N. J. Eq. Barnheisel, 92 Ind. 88; Trask v. Chase, 107 401; People ex rel. Atty. Gen. v. Utica Ins. Me. 137, 77 Atl. 698; Jackson v. Ludeling, Co. 15 Johns. 358, 8 Am. Dec. 243; New 21 Wall. 616, 22 L. ed. 492; Hun v. Cary, York Firemen Ins. Co. v. Ely, 5 Conn. 560, 82 N. Y. 65, 37 Am. Rep. 546; Wheeler v. 13 Am. Dec. 100; Berlin v. New Britain, 9 Abilene Nat. Bank Bldg. Co. 16 L.R.A. Conn. 175; Head v. Providence Ins, Co. 2 (N.S.) 892, 89 C. C. A. 477, 159 Fed. 391, Cranch, 127, 2 L. ed. 229; Cook, Corp. 4th 14 Ann. Cas. 917; Beers v. Bridgeport ed. $ 669; Hoole v. Great Western R. Co. Spring Co. 42 Conn. 17; Oliver v. Oliver, L. R. 3 Ch. 262, 17 L. T, N. S. 153, 16 118 Ga. 362, 45 S. E. 232; Livingston v. Week. Rep. 260; Pollock v. Farmers' Loan Lynch, 4 Johns. Ch. 573. & T. Co. 157 U. S. 429, 39 L. ed. 759, 15 Alienation of trust property or delegaSup. Ct. Rep. 673; Langolf v. Seiberlitch, tion of trust is a breach of the trust. 2 Pars. Sel. Eq. Cas. 64.

Abbott's Appeal, 55 Me. 580; Schiffman The contract of membership and the limi- v. Schmidt, 154 Mo. 204, 55 S. W. 451. tation of corporate powers give any stock

An ultra vires act cannot be ratified.' holder the right to insist that the corpora- Bangor Boom Corp. v. Whiting, 29 Me. tion hold the legal title to its assets, unless 123; Downing v. Mt. Washington Road Co. a business purpose is served.

40 N. H. 230; Taymouth Twp. v. Koehler, Cook, Corp. 4th ed. § 670; Clark & M. 35 Mich. 22; Germania Safety-Vault & T. Priv. Corp. § 629; Kean v. Johnson, 9 N. Co. v. Boynton, 19 C. C. A. 118, 37 U. S. J. Eq. 401; Morawetz, Priv. Corp. 2d ed. App. 602, 71 Fed. 797. § 646; 10 Cyc. 298; Metropolitan Elev. R. Co. v. Manhattan Elev. R. Co. 11 Daly, Savage, Ch. J., delivered the opinion of 373; Consolidated Water Power Co. v. the court: Nash, 109 Wis. 490, 85 N. W. 485; For- Bill in equity, in which the plaintiff, a rester v. Boston & M. Consol. Copper & S. stockholder, on behalf of himself and all Min. Co. 21 Mont. 544, 55 Pac, 229, 353; other stockholders of the defendant corpoEndicott v. Marvel, 81 N. J. Eq. 378, 87 ration, seeks to have transferred to the deAtl. 230: Tillis v. Brown, 154 Ala. 403, fendant certain shares of the capital stock 45 So. 589; Union Bank v. Jones, 4 La. of the Old Dominion Copper Mining & Ann. 236; Gallery v. National Exch. Bank, Smelting Company, which it is claimed be41 Mich. 169, 32 Am. Rep. 149, 2 N. W. long, or should belong, to the defendant, 193; Bedford R. Co. v. Bowser, 48 Pa. 29; but which stand of record in the names of Washington Mill Co. v. Sprague Lumber Co. two of its directors, Dodge and Smith. The 19 Wash. 165, 52 Pac. 1067: Brinkerhoff prayer of the bill is that the defendant "be Zinc Co. v. Boyd, 192 Mo. 597, 91 S. W. ordered to get, take, and secure the legal 523; Worthington v. Worthington, 100 App. title in its own name to all the shares of Div. 332, 91 N. Y. Supp. 443; Armington stock in other corporations to which it is v. Palmer, 21 R. I. 109, 43 L.R.A. 95, 79 rightfully entitled,” and in particular the Am. St. Rep. 786, 42 Atl. 308; Polar Star shares above referred to. There are other Lodge v. Polar Star Lodge, 16 La. Ann. 53; prayers in the bill, but they are not pressed, Jorndt v. Reuter Hub & Spoke Co. 112 Mo. and need not be specifically stated. The App. 341, 87 S. W. 29; Frankfort Bank v. case comes before this court on the defendJohnson, 24 Me. 490.

ant's appeal from a decree sustaining the For Smith and Dodge to hold the legal bill. title of corporate assets involves a breach The parties have agreed upon a stateof trust relation on the part of the corpo- ment of facts, and from that statement we ration, to its stockholders.

glean the following as material to the quesA corporation is a trustee for its stock. tions to be decided : holders.

In 1903 the Old Dominion Copper Mining 1 Morawetz, Priv. Corp. 2d ed. § 237; & Smelting Company, a New Jersey corpoTaylor v. Chichester & M. R. Co. L. R. 2 ration, had an authorized capital stock of Exch. 378; Stevens v. Rutland & B. R. Co. 200,000 shares of the par value of $25 each, 29 Vt. 549; Thompson v. Page, 1 Met. ' of which 150,000 shares had been issued.

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