119 U.S. 240 (1886), East Tennessee, v. & G.r. Co. v. Grayson

Citation:119 U.S. 240, 7 S.Ct. 190, 30 L.Ed. 382
Party Name:EAST TENNESSEE, V. & G. R. Co. v. GRAYSON.
Case Date:November 29, 1886
Court:United States Supreme Court
 
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Page 240

119 U.S. 240 (1886)

7 S.Ct. 190, 30 L.Ed. 382

EAST TENNESSEE, V. & G. R. Co.

v.

GRAYSON.

United States Supreme Court.

November 29, 1886

Appeal from the Circuit Court of the United States for the Northern District of Alabama.

Defendant's motion to remove cause denied. Defendant appeals.

COUNSEL

Page 241

[7 S.Ct. 191] W. M. Baxter, for appellant, East Tennessee, V. & G. R. Co.

H. E. Davis, F. P. Ward, and R. W. Walker, for appellee, Grayson.

OPINION

WAITE, C. J.

This is an appeal from an order remanding a suit in equity which had been removed from the chancery court of 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 & 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 & Charleston Railroad Company, a corporation existing under the laws of the states of Tennessee, Alabama, and Mississippi, and the East Tennessee, Virginia & Georgia Railroad Company, a corporation existing under the laws of Tennessee and Georgia. The bill was filed August 31, 1882, and

Page 242

alleged that on the second of June, 1877, the Memphis & Charleston Company executed what purported to be a lease of its railroad and appurtenances to the East Tennessee, Virginia & Georgia Company for a period of 20 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 parties thereto; that, notwithstanding this, the East Tennessee, Virginia & 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, at any meeting of the stockholders of the Memphis & Charleston Company, if any there ever had been, when the 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 beingultra vires, and without legal authority;' that at a meeting of the stockholders of the Memphis & Charleston Company on the...

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