Dimpfel v. Ohio
| Decision Date | 21 January 1884 |
| Citation | 110 U.S. 209,3 S.Ct. 573,28 L.Ed. 121 |
| Parties | DIMPFEL and another v. OHIO & M. Ry. Co. and others |
| Court | U.S. Supreme Court |
C. W. Hassler and Thos. N. McCarter, for appellan s.
Edgar M. Johnson and Benj. Harrison, for appellees.
This suit was brought to set aside a contract by which the Ohio & Mississippi Railway Company became the owner of a portion of its road known as the Springfield Division, and to obtain a decree from the court declaring that the bonds issued by the company, and secured by a mortgage upon that division, are null and void. It was commenced by Dimpfel, an individual stockholder in the company, who stated in his bill that it was filed on behalf of himself and such other stockholders as might join him in the suit. Callaghan, another stockholder, is the only one who joined him. The two claim to be the owners of 1,500 shares of the stock of the company. The whole number of shares is 240,000. The owners of the balance of this large number make no complaint of the transactions which the complainants seek to annul. And it does not appear that the complainants owned their shares when these transactions took place. For aught we can see to the contrary, they may have purchased the shares long afterwards, expressly to annoy and vex the company, in the hope that they might thereby extort, from its fears, a larger benefit than the other stockholders have received or may reasonably expect from the purchase, or compel the company to buy their shares at prices above the market value. Unfortunately, litigation against large companies is often instituted by individual stockholders from no higher motive. But assuming that the complainants were the owners of the shares held by them when the transactions of which they complain took place, it does not appear that they made any attempt to prevent the purchase of the additional road, and the issue by the company of its bonds secured by a mortgage on that road. We are not informed of any appeal by them to the directors to stay their hands in this respect, nor of any representation to them of a want of power to make the purchase and issue the bonds, nor of any probable injury which would arise therefrom. The purchase was made in January, 1875, and this suit was not commenced until September 12, 1878. In the mean time, the new road purchased was operated as an integral part of the line of the Ohio & Mississippi Railway Company, without objection from any stockholder. During these three years and eight...
To continue reading
Request your trial
-
Hill v. Atl. & N. C. R. Co
...behalf to set aside an executed contract, and especially as It Is well-nigh impossible to place the parties In statu quo. Bimpfel v. Railroad Co., 110 U. S. 209. 3 Sup. Ct 573, 28 L. Ed. 121; M. H. Co. v. Phalen, 128 Pa. 110, 18 Atl. 428; Gordon v. Preston, 1 Watts (Pa.) 385, 26 Am. Dec. 75......
-
Just v. Idaho Canal & Improvement Co., Ltd.
...of time. (Boyce v. Montauk Co., 37 W.Va. 73, 16 S.E. 501; Alexander v. Searcy, supra; Dunphy v. Travelers' etc. Assn., supra; Dimpfel v. Ohio etc. R. Co., supra; Allen v. Wilson, 28 677.) "The minute-book of directors' meetings is the proper evidence to prove a corporate contract, or the au......
-
Zeitinger v. Annuity Realty Co.
...were successful, would be entirely destroyed. Johnson v. United Railways, 227 Mo. 423; Tanner v. Lindell Ry. Co., 180 Mo. 1; Dimpfell v. Ry. Co., 110 U.S. 209; Dana v. Tobacco Co., 69 Atl. 223. (f) This is a stockholders' suit brought by these appellants as stockholders in the McKittrick Co......
-
Bank of Mill Creek v. Elk Horn Coal Corp.
...on him by operation of law.' The Contra Costa Water Co. case was followed by a similar holding in the case of Dimpfel v. Ohio, & M. R. Co., 110 U.S. 209, 3 S.Ct. 573, 28 L.Ed. 121. The foregoing principle has been embodied in Rule 23 of the Federal Rules of Civil Procedure, 28 U.S.C.A., and......