Gentry-futch Co. v. Gentry

• Decision Date: 23 November 1925
• Citation: 90 Fla. 595,106 So. 473
• Parties: GENTRY-FUTCH CO. v. GENTRY.
• Court: Florida Supreme Court

106 So. 473

90 Fla. 595

GENTRY-FUTCH CO. v. GENTRY.

Florida Supreme Court, Division B.

November 23, 1925

Suit by the Gentry-Futch Company against J. H. Gentry for an injunction. From a decree for defendant, complainant appeals.

Reversed and remanded.

Syllabus by the Court

SYLLABUS

To authorize legal relief, some substantial ground of equitable jurisdiction must be alleged and proven. While a court of equity, having once obtained jurisdiction of a cause, will retain it for all purposes and administer complete relief yet, in order to authorize relief which can be obtained in a suit at law, there must be some substantial ground of equitable jurisdiction both alleged and proven; otherwise a court of equity will not retain jurisdiction and grant a purely legal remedy.

Mandamus lies to seat person entitled to public or corporate office but is not appropriate where there is any question as to right to office. Mandamus lies to seat the person entitled to an office, whether of a public nature of in a private corporation, where his title thereto has been adjudicated or is clear, but it is not appropriate where there is any question as to the right to the office.

Ordinarily information in nature of quo warranto may be used to determine right to exercise of public or corporate office or franchise. Ordinarily, an information in the nature of a quo warranto may be resorted to for the purpose of determining the right of contending parties to exercise an office of franchise, not only of a public nature, but also of a private corporation.

If remedy by quo warranto is adequate, equity cannot, in absence of statute or some ground of equitable jurisdiction, declare election void or remove or enjoin officers. Where there is an adequate remedy at law by quo warranto, or information in the nature of quo warranto, a court of equity cannot, in the absence of statute, or some ground of equitable jurisdiction to which such relief is germane or incidental, assume jurisdiction to declare an election void or remove or enjoin officers.

After denial of injunction against removed corporation officer decree restoring defendant to corporate offices and adjudicating right to salary held error. Where a court of equity denies the injunctive relief prayed for in the bill against a removed officer of a corporation, dissolving the temporary injunction theretofore granted, and denies the appointment of a receiver and the dissolution of the corporation as prayed in the cross-bill, thus properly disposing of and eliminating the only grounds of equitable jurisdiction presented by both complainant and defendant in the cause, it is error to go further and decree the restoration of the defendant to the offices of president and director of the corporation and adjudicate his right to recover salary as such president; especially so where, as here, it appears that there is another claimant to and incumbent of said offices who was not made a party to the cause.

In suit for injunction against removed corporate officer, court held warranted in passing on validity of action removing defendant. As an incident to the determination of the existence of the grounds of equitable jurisdiction raised by the pleadings, the court below was warranted in considering and passing upon the validity vel non of the action taken at the corporate meetings, in which it was claimed that the defendant was removed as an officer of the complainant corporation.

In absence of notice of stockholders' meeting or waiver thereof, removal of absent officer held illegal. Where publication of notice of a stockholders' meeting, as required by section 4078 of the Revised General Statutes of 1920, was not made, and there was no waiver of notice, the action taken at such meeting, removing one of the stockholders, who was not present and did not participate in the meeting, from the offices of president and director of the corporation, was illegal and of no effect as to said officer.

In absence of statute or by-law, person to whom proxy is given need not be stockholder. In the absence of a statute or by-law requiring it, it is not essential that a person to whom a proxy is given by a stockholder should himself be a stockholder.

Ordinarily, stockholders' meeting presumed regular, and burden on one claiming meeting invalid to show facts rendering it so. In the absence of evidence to the contrary, it will ordinarily be presumed that a stockholders' meeting was held in accordance with the statutes, charter, and by-laws, and the burden is upon him who claims that the meeting is invalid to show facts that render it so.

As rule, minutes of corporate meetings are prima facie evidence of corporate business transacted thereat, subject to correction. The general rule is that the minutes of corporate meetings are prima facie evidence, and usually the best evidence, of what they purport to show as to corporate business transacted at such meetings, subject to correction by parol testimony when shown not to be a true record.

Married woman may vote corporate stock and appoint agent other than husband to vote such stock by proper proxy. Under section 3948 of the Revised General Statutes of 1920, construed so as to give effect to section 1 of article 11, of the Constitution, and, under the provisions of section 4083 of the Revised General Statutes of 1920, a married woman may not only vote corporate stock lawfully held by her, but may appoint an agent, other than her husband, to vote such stock for her, by proper proxy, 'duly authorized in writing.'

In absence of bylaw to contrary, notice of stockholders' meeting may be signed by secretary and treasurer. There is nothing in the statute (section 4078, Rev. Gen. Stats. 1920), requiring the published notice of stockholders' meetings to be given or signed by any particular officer, and, there being no by-law to the contrary, such a notice, otherwise properly framed, may be signed by the secretary and treasurer of the corporation.

Corporation may ratify any act done in its behalf which it had power to do or authorize to be done. While a corporation cannot ratify absolutely void and ultra vires acts, it may, like an individual, ratify any act done in its behalf which it had the power to do or to authorize to be done in the first instance.

Stockholders may ratify resolution removing officer, adopted at previous irregular and illegal meeting. The stockholders of a corporation, having the power to remove an officer, may, by approprate action, at a meeting legally and regularly called, of which notice has been given as required by statute, ratify and make effective from the date of such legal meeting a resolution, removing an officer of the corporation, adopted at a previous irregular and illegal meeting of which the statutory notice had not been given.

Appeal from Circuit Court, Polk County; John S. Edwards, judge.

COUNSEL

Spencer & Trantham, of Lakeland, and McKay and Withers, of Tampa, for appellant.

Thomas Palmer and W. B. Dickenson, both of Tampa, and Peterson & Carver and C. E. Kensinger, all of Lakeland, for appellee.

OPINION

BROWN, J.

This was a bill by the appellant, Gentry-Futch Company complainant in the court below, praying an injunction against the appellee, J. H. Genty, to restrain him from making any use of certain personal property of the appellant corporation, consisting of certain keys and books of said corporation, and to direct the immediate return of said property to appellant.

The bill alleged that at a stockholders' meeting, held on September 30, 1922 (which is the only meeting mentioned in the bill), of which lawful notice was given to all the stockholders of said appellant corporation, the appellee was removed and discharged from the office of president, and another stockholder, viz., his wife, Mrs. Carrie Gentry, elected to that position, and that he was illegally detaining and holding the said personal property above mentioned, which was of great value to appellant, and the loss or destruction of which would work irreparable damage. The cause or grounds for the removal of Gentry as president were not alleged. In the absence of the circuit judge from the state, the injunction was granted by a court commissioner as prayed for.

The defendant, appellee here, answered the bill, stating that he had delivered the said property into the registry of the court, and moved to dissolve the said injunction denying that lawful notice had been given of said stockholders' meeting, in that no notice had been published, as required by section 4087 of the Revised General Statutes of 1920, and also alleging that the by-laws of the corporation required that at least 75 per cent. of the stock of said corporation should be represented at any meeting before any business could be transacted thereat, whereas less than that amount was represented at the said meeting, to wit, not over 50 or 51 per cent. of the stock. The answer also set up a prayer for affirmative relief; i. e., the appointment of a receiver for the affairs of said corporation, the dissolution of the temporary injunction, and that the attempted effort on the part of the company to discharge the defendant be declared void and of no effect.

Shortly after the filing of this answer, the appellant corporation filed its motion for the dismissal of the suit and a dissolution of the in junction which it had obtained, upon the ground that the purpose for which the suit was brought had been accomplished and the subject-matter thereof disposed of.

A few days later, and before any action was taken on this motion the appellant filed an answer to the affirmative matters set up in the defendant's answer, by way of crossbill, setting up, among other things, that the corporation was in...