Decatur Land Co. v. Robinson
| Decision Date | 13 November 1913 |
| Citation | 63 So. 522,184 Ala. 322 |
| Parties | DECATUR LAND CO. et al. v. ROBINSON. |
| Court | Alabama Supreme Court |
Appeal from Chancery Court, Morgan County; W.H. Simpson, Chancellor.
Bill by Walter B. Robinson, a minority stockholder, against the Decatur Land Company and numerous majority stockholders to administer the affairs of the corporation and to dissolve same. Decree overruling demurrer to the bill, and respondents appeal. Affirmed.
Eyster & Eyster, of New Decatur, for appellants.
Cooper & Cooper, of Huntsville, for appellee.
The bill in this case was not filed under section 3512 of the Code of 1907 to dissolve an insolvent corporation, or one which has suspended operations for the lack of ordinary funds, but is filed under the common law to administer the affairs of and to dissolve a corporation which has failed of the purpose for which it was organized, or which cannot continue a profitable business for the reason that it is but a question of time when the annual charges and expense will absorb the entire assets of the company, and that there is no reasonable probability of an increase of the assets or of the income in excess of the current expenses.
There can be no doubt of the proposition that, when a private business corporation has failed of the purposes and objects of its creation, a single stockholder may maintain a bill in equity for the dissolution of the corporation and the distribution of its assets among those entitled thereto, and this may be done whether the corporation be solvent or insolvent. Ross v. American Co., 150 Ala. 268, 43 So. 817; Minona Co. v. Reese, 167 Ala. 485, 52 So 523. The bill in this case avers that the corporation in question has failed of its purpose, but it may be questionable whether or not the facts as detailed show such an utter failure as would of itself warrant a dissolution, as we do not wish to be understood as holding that simply because it was not exercising all of its rights and charter powers, but was successfully going on in some of them, it would be in such default as to render it subject to dissolution. If chartered as a land company and it had other rights and powers granted by the charter but was successfully operating as a land company only, it could not well be said that it had failed of the entire purpose for which it was organized, notwithstanding it may not have utilized or exercised its other functions or powers. The bill, however goes further and charges that a further operation of the corporation as a land company, the only business in which it has been or expects to be engaged, will not only prove disastrous to the stockholders but will entirely absorb and destroy all of the assets.
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Burg v. Smith, 6 Div. 725.
... ... The ... venue cases affecting the subject-matter of land afford ... analogy; for example, where a mortgagor and the land ... mortgaged are in different ... 614, ... 98 So. 878; Smith v. Dickieson, 208 Ala. 309, 94 So ... 84; Decatur Land Co. v. Robinson, 184 Ala. 322, 63 ... So. 522; Minona Portland Cement Co. v. Reese, 167 ... ...
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Gettinger v. Heaney
... ... corporation, or by way of appropriating the assets to their ... own private uses. Decatur Land Co. v. Palm, 113 Ala ... 537, 21 So. 315, 59 Am. St. Rep. 140; Glass v ... Stamps, 213 ... desire to join therein. Rule Ch. Pr. 19; Decatur Land Co ... v. Robinson, 184 Ala. 322, 63 So. 522; Noble et al ... v. Gadsden Land & Improvement Co. et al., 133 Ala ... ...
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Fisher v. Bankers' Fire & Marine Ins. Co.
...at the instance of minority stockholders, dissolve the corporation, and distribute its assets to those entitled thereto. Decatur Land Co. v. Robinson, supra; Burg Smith, 222 Ala. 600, 133 So. 687; Henry et al. v. Ide et al., supra; Central Land Co. v. Sullivan, 152 Ala. 360, 44 So. 644, 15 ......
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Henry v. Ide
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