"(1) That they are now, and for the past three years have been, stockholders in the said Derby Rubber Company, and owning the following number of shares, viz.: Dana Bartholomew, 125 shares, and the said Page 225 shares.
"(2) The plaintiffs bring this suit not only in their own behalf, but in behalf of all other stockholders in the said defendant corporation who choose to come in and take the benefit of this action, excepting such stockholders as may be defendants herein.
"(3) The defendant corporation was organized under the joint-stock laws of this state on or about February —. 1889, and has ever since been located in said Shelton.
"(4) The purpose and object for which said Derby Rubber Company was organized was to reclaim rubber,—to work over old rubber and manufacture rubber stock from the same; buy, sell, manufacture, and deal in rubber, rubber goods of all kinds, and the stock and materials of which the same are composed; buy, sell, manufacture, and deal in any substitute for rubber, and goods composed in whole or in part of such substitute; to own any real or personal property necessary and convenient for the transaction of said business; and generally to do all things incidental to said business.
"(5) The capital stock of said corporation is divided into two thousand (2,000) shares of the par value of twenty-five dollars ($25) per share.
"(6) The stockholders of said corporation on the 2d day of August, 1895, were as follows: * * *
"(7) After its organization the said corporation purchased a tract of land situated in said Shelton, and erected thereon a suitable mill, and equipped the same with such machinery, tools, and fixtures as were convenient and necessary to successfully carry on the business for which it was created. And said corporation is now the owner of said land, mill, and certain machinery therein, but a more particular description of which is to the plaintiffs unknown.
"(8) Said corporation continued to any on its business with profit on said premises until on or about the 12th day of June, 1891, when it leased its real estate, Including its factory and machinery situated therein, to the Rubber Reclaiming Company, a joint-stock corporation located in the city of New York, and thereupon said Derby Rubber Company suspended the further prosecution of the business for which it was created, and the said Rubber Reclaiming Company continued to occupy said premises, and carry on business thereon, until on or about the 5th day of May, 1895.
"(9) On or about the 1st day of May, 1895. the lease between the said Derby Rubber Company and the said Rubber 'Reclaiming Company was canceled and set aside by mutual consent of all the stockholders of said rubber company and both parties to said lease, and said Derby Rubber Company was thereupon restored to all of its property, real and personal, which had heretofore been leased to and held by said Rubber Reclaiming Company.
"(10) At the annual meeting of said Derby Rubber Company, held on the——day of January, 1895, the following named persons were elected directors of said corporation to hold office for one year and until their successors should be appointed in their stead, viz.: Royal M. Bassett, Theodore S. Bassett, Theodore W. Bassett, Henry F. Wanning, Henry Atwater.
"(11) On the 15th day of January, 1895, at a meeting of said directors, the following persons were duly elected officers of said Derby Rubber Company for one year, viz.: Henry Atwater, president; Theodore S. Bassett, treasurer; Theodore W. Bassett, secretary,—and all of said parties accepted said offices and entered upon the discharge of their duties.
"(12) That on the 9th day of May, 1895, the directors of the said Derby Rubber Company voted to lease all the property, real and personal, described in Exhibit D, hereafter referred to, then owned by said company, situated in the town of Huntington, in said state, to Max Loewenthal, of New York City. A copy of said vote is hereby annexed, and
made a part of this complaint and paragraph, and made plaintiffs' Exhibit A.
"(13) On the 10th day of May, 1895, Theodore W. Bassett, the secretary of the Derby Rubber Company, signed and sent to all the stockholders of said corporation the following call for a special stockholders' meeting. A copy of said call is hereby made a part of this paragraph, and is marked 'Plaintiffs' Exhibit B.'
"(13 1/2) Said notice was sent Under and pursuant to the by-laws of said Derby Rubber Company. The by-law relating to the calling of special stockholders' meetings is as follows: 'Special meetings of the stockholders of said corporation may be held at any time upon notice hereinbefore specified, and the secretary or president shall give such notice upon the request in writing of stockholders holding two hundred (200) shares of the capital stock of said corporation calling for such special meeting, and shall specify therein the object and purpose of said meeting.'
"(14) That pursuant to the call and notice aforesaid a special stockholders' meeting of said Derby Rubber Company was held at the time and place named in said call, at which a vote was passed, by the terms of which the action of the directors of said company in leasing and agreeing to sell the property described in Exhibit D to said Max Loewenthal was confirmed, ratified, and approved. A copy of said vote is hereby annexed, and made a part of this complaint and paragraph, and is made plaintiffs' Exhibit C.
"(15) Said lease and agreement to sell were duly recorded upon the land records of the town of Shelton on the 14th day of May, 1895.
"(16) Acting under and pursuant to the authority conferred by the votes aforesaid, Henry Atwater, the president of said company, did on the 9th day of May, 1895, execute in the name of said Derby Rubber Company a certain written lease and agreement, by the terms of which the said Derby Rubber Company leased its property, real and personal, described in Exhibit D, to the said Max Loewenthal. A copy of said lease and agreement is hereby annexed, and made a part of this complaint and paragraph, and is made plaintiffs' Exhibit D.
"(17) The said Derby Rubber Company and the said directors and stockholders thereof intended, by the action taken by them, to abandon the business for which said company was created for and during the time mentioned in said lease, and to place its factory, tools, and machinery from and out of its possession and control, so that during the term of said lease the business for which said corporation was organized could not be carried on by said corporation in the premises described in said lease.
"(18) Neither the stockholders nor directors who voted to make said lease and agreement expected thereby to wind up the affairs of said company so long as the property described in said lease should be in the possession of the said Max Loewenthal, nor did they expect to distribute among the stockholders of said company any of its assets described in said lease and contract, except the rent that would be payable under the terms of said lease.
"(19) The stockholders and directors who voted in favor of said lease and agreement did expect thereby that if the said Max Loewenthal purchased said property under said agreement, that thereupon said corporation should be dissolved, and that all of the property described in said lease should thereupon be sold and conveyed to the said Max Loewenthal at the price which should be fixed and determined upon, pursuant to the conditions named in said lease and agreement.
"20) On the said 10th day of May, 1895. the capital stock of said corporation was fully paid up. The value of its property described in Exhibit D was from twenty-five thousand to forty thousand dollars ($25,000 to $40,000), and it had personal property not included in said lease to the value of eight to fifteen thousand dollars ($8,000 to $15.000), the larger portion of which personal property was at the date of said lease uncertain in amount, and contingent on the settlement of the accounts between said rubber company and said Rubber Reclaiming Company mentioned in paragraph 8, of which amount——dollars has since been received, and has been divided among the stockholders.
"(21) On the 10th day of May, 1895, said corporation was entirely solvent, and its indebtedness did not exceed one hundred dollars ($100).
"(22) On said date the said Derby Rubber Company could not have carried on the business for which it was organized successfully and with profit to its stockholders without additional capital, and on said date the directors and stockholders of said rubber company who voted in favor of said lease and contract Exhibit D were unwilling to invest further capital in said business, and, no other person offering to furnish the additional capital needed to carry on said business with profit to said corporation, it was the judgment of said directors and stockholders who voted to make such lease and contract that such contract and leasing was the most profitable use to which the plant of said company could then be put.
"(23) The plaintiffs did not attend said stockholders' meeting of May 15th, nor did they have any...
