Dudley v. Kentucky High-School
| Citation | 72 Ky. 576 |
| Parties | Dudley v. Kentucky High-school. |
| Decision Date | 25 June 1873 |
| Court | Court of Appeals of Kentucky |
APPEAL FROM FRANKLIN CIRCUIT COURT.
CRADDOCK & TRABUE, For Appellant.
IRA JULIAN, For Appellee.
JUDGE LINDSAY DELIVERED THE OPINION OF THE COURT.
The order from which this appeal is prosecuted must be regarded as final. The special demurrer to the jurisdiction of the court was sustained, and a judgment rendered against appellant for the costs of the entire proceeding. This is equivalent to dismissing the petition for the want of jurisdiction in the court, and effectually precludes appellant from taking further steps in this litigation to obtain the relief desired.
We are inclined to differ with the circuit court as to its want of jurisdiction to enjoin the collection of so much of appellant's subscription to the high-school as had not been reduced to a judgment in the Franklin Quarterly Court; but this question need not be considered in view of the fact that we feel satisfied, after a careful examination of the petition, that it sets out no cause of action, and that under the facts as presented, and the provisions of the act of the General Assembly incorporating the high-school, it can not be so amended as to present a cause of action.
The object of the corporation was to establish and maintain a high-school, and not to make money, and it has no legal right to engage in speculations or investments in real estate for the last-named purpose; but it has the expressly delegated power "to receive and hold for the benefit of said high-school any lands, tenements, etc., . . . by gift, devise, donation, contract, or purchase." It is not complained that the house and lands purchased or about to be purchased from Gaines are not to be held for the benefit of the school, but that the corporation is unable to pay the contemplated price, and that the inevitable result of the purchase, if consummated, will be the bankruptcy of the corporation and the failure of the project to establish the school.
It may be conceded that the facts stated in the petition fully authorize this conclusion, and yet it does not follow that a court of equity has the power at the suit of a stockholder to interfere by injunction to prevent the corporation from executing a contract it has the lawful right to make.
It is true that a majority of stockholders, no matter how great, have not the right to divert the funds of a joint-stock incorporated company to any other than the purposes for...
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