Coxe v. Huntsville Gaslight Co.

• Decision Date: 04 April 1901
• Parties: COXE ET AL. v. HUNTSVILLE GASLIGHT CO.
• Court: Alabama Supreme Court

29 So. 867

129 Ala. 496

COXE ET AL. v. HUNTSVILLE GASLIGHT CO.

Supreme Court of Alabama

April 4, 1901

Appeal from chancery court, Madison county; Thomas Cobbs Chancellor.

Bill by the Huntsville Gaslight Company against Robert E. Coxe, its president, and others. On the death of defendant Coxe, Eliza R. Coxe, executrix, was substituted. On December 26, 1893 the complainant filed its petition for an injunction to restrain and enjoin the defendants, and each of them, and all other persons having notice or knowledge or information of the issuance of said writ, from voting any stock of the complainant company standing in the name of the defendants or of any members of their family, or from otherwise interfering with the present board of directors of the complainant in the due prosecution of this suit, or from holding any election of a new board of directors of the complainant company, until the further order of the court. This injunction was, on the same day, granted. The petition for the injunction alleges that said Robert E. Coxe, as president of the company, had called a meeting of the company, and that it was his purpose to cause the election of a new board of directors, and by the use of a majority of the stock of the company, standing in the names of members of his family, to elect a new board of directors, who would defeat the further prosecution, in good faith, of this suit, and prevent the accounting ordered by the decree previously rendered in this cause, and shield and protect said Robert E Coxe against the enforcement of this liability to the complainant. The defendants filed an answer to the petition for injunction, in which is averred the pendency of the original suit, and that the cause was then pending in the supreme court on appeal from a decree rendered by the chancellor. The answer of the defendants, after admitting that a meeting of the stockholders had been called with the intention to elect a new board of directors, then averred as follows: "It was also intended by said defendants to move for a new board of directors, no such election having been had for a period of several years. It was not the purpose of the defendants to interfere with the proper adjustment of the accounts between the complainant and Robert E. Coxe. Defendants deny that the present suit is being prosecuted in good faith. Defendants are advised and believe that it is the purpose of some of those prosecuting the said suit in the name of the said corporation to wreck the said corporation, and force a sale of its assets and property. Defendants are advised that the persons prosecuting the said suit should be required to do so as minority stockholders, and at their own risk and expense. Defendants are advised and insist that a majority in interest and amount of the stockholders in said complainant company have the legal right to control the same, and that the owners of a minority of the stock should be required, if they desire to litigate, to conduct such litigation at their own cost and expense and risk. A majority of the present board of directors, defendants allege, are under the control and direction of William P. Newman, and that the said Newman is prosecuting the said suit in his personal interest as a minority stockholder. The averment that the defendant Robert E. Coxe is insolvent is denied. Defendants allege that the said directors refuse and decline to attend meetings of the directors, or to co-operate with the president in the management and control of said corporation, and that it would be advisable to have a stockholders' meeting for the purpose of electing a new board of directors. These defendants, together with Eliza Davies Coxe, own more than two-thirds of the stock of said corporation. And, having fully answered the said petition, these defendants pray that the injunction heretofore granted them may be dissolved, and that said petition be dismissed." The defendants then moved the court to dissolve the injunction upon the grounds that there was no equity in the petition asking for the injunction and upon the denials of the answer. On the submission of the cause upon this motion to dissolve the injunction, the chancellor rendered a decree overruling it. From this decree the defendants appeal, and assign the rendition thereof as error. Affirmed.

Milton Humes and R. W. Walker, for appellants.

Lawrence Cooper and R. C. Brickell, for appellee.

TYSON J.

This appeal is prosecuted from a decree refusing to dissolve an injunction on motion. The motion is predicated upon two grounds,-the first on the denials in the answer, and the other for want of equity in the petition...