(Download) "Malcolm v. Stondall Land Co." by Supreme Court of Montana " eBook PDF Kindle ePub Free
eBook details
- Title: Malcolm v. Stondall Land Co.
- Author : Supreme Court of Montana
- Release Date : January 31, 1955
- Genre: Law,Books,Professional & Technical,
- Pages : * pages
- Size : 63 KB
Description
CORPORATIONS ? Right of Stockholders to Sue on Corporations Cause of Action ? Equitable Remedy ? JUDICIAL NOTICE ? QUIET TITLE ? PARTIES. 1. Corporations ? Stockholders right to sue on corporations cause of action. Generally stockholders may not sue on corporations cause of action, whether in their own names or corporations name, nor defend for corporation an action brought against it. 2. Corporations ? Remedy afforded by corporate action adequate. The sole or majority stockholders of corporation, having control of corporation and, through its officers and directors, of defense and prosecution of any litigation involving it, need not resort to stockholders suit to protect corporate interests, and equity will deny them any such relief because their remedy within corporation is adequate. 3. Evidence ? Judicial notice ? Power of directors under Minnesota statute. The Supreme Court takes judicial notice of Minnesota statutes that sole or majority stockholders of corporation domiciled in that state may elect board of directors entirely responsive to such stockholders wishes in any corporate matter, elect themselves as directors - Page 143 and so manage corporation in person, remove entire board or any individual director by majority vote with or without cause, dictate, by their own board of directors so chosen, choice of corporate officers, and thus effectively chart course of litigation by corporation through such officers and in corporate name as real party in interest. 4. Judgment ? When stockholders cannot sue or defend in Montana courts for Minnesota corporation or move to vacate judgment against it. Sole or majority stockholders of Minnesota corporation cannot sue for corporation in Montana court on corporations cause of action to quiet title to minerals under certain lands, as pleaded in their proposed cross-complaint in suit against corporation to quiet title to such lands, nor defend for corporation against such suit on ground that corporation had title to all such minerals, as alleged in proposed answer, since such stockholders cannot truthfully allege that corporate officers and directors, whom they elect, control, and may summarily remove, would not sue or defend in corporations name on stockholders demand; hence also they may not move to vacate default judgment against corporation in such suit. 5. Corporations ? Quiet Title ? Persons who may not defend. Heirs of foreign corporations deceased president and sole stockholder cannot be admitted to defend action to quiet title to certain lands as against corporation and all unknown claimants of adverse interests therein, either as unknown claimants summoned under state statutes or as possible successors to corporations title to lands on expiration of corporate life; for persons who are neither officers nor stockholders of corporation cannot maintain action or defense therefor merely because they may become such officers or stockholders and court cannot speculate that corporations corporate life has expired, where facts stated in such heirs motion to set aside default judgment against corporation, supporting affidavits, and their proposed answer and cross-complaint are to contrary.
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