Jasper Land Co. v. Wallis

• Decision Date: 30 June 1899
• Citation: 26 So. 659,123 Ala. 652
• Parties: JASPER LAND CO. ET AL. v. WALLIS ET AL.
• Court: Alabama Supreme Court

26 So. 659

123 Ala. 652

JASPER LAND CO. ET AL. v. WALLIS ET AL.

Supreme Court of Alabama

June 30, 1899

Appeal from chancery court, Walker county; John C. Carmichael Judge.

Bill by Wallis & Carley and others against the Jasper Land Company and others for the appointment of a receiver for said company. From a decree in favor of complainants, defendants appeal. Affirmed.

The bill in this case was filed by the appellees, as holders and owners of 45 shares of the capital stock of the Jasper Land Company, a corporation with a capital stock of $500,000 divided into 5,000 shares of the par value of $100 each. The purpose of the bill is for the appointment of a receiver of said Jasper Land Company. The bill is a very long one containing many and various averments touching many transactions had with and in reference to the Jasper Land Company since its organization on December 20, 1887. It is averred that the directors of the Jasper Land Company turned over to the Corona Coal & Coke Company $138,500, without taking their note or bond evidencing such indebtedness; that L. B. Musgrove and J. C. Musgrove were stockholders and directors of the Jasper Land Company, and were also stockholders and directors in the Corona Coal & Coke Company that the Jasper Town & Lands, Limited, a corporation organized under the laws of Great Britain, was the owner of three-fourts of the stock in the Jasper Land Company. The bill avers many acts of mismanagement and misappropriation of the funds of said company on the part of the directors and managing agents of the Jasper Land Company; that there were then pending in different courts in the state and in the United States courts several suits affecting the Jasper Land Company and the Jasper Town & Lands, Limited; that the Corona Coal & Coke Company had been dissolved by proceedings in court; that, as the outcome of the antagonistic relations and of the litigations and suits pending, there were in existence two boards of directors, each claiming to be the legally elected and authorized board of directors of the Jasper Land Company; that prior to the commencement of the litigation in its various phases the complainants had requested the then directors of the Jasper Land Company to take steps and institute proceedings for the recovery from the Corona Coal &amp Coke Company of the $138,500 which had been turned over to the latter company by the directors of the Jasper Land Company, but that no effective steps looking to the recovery of such sum had been taken by said directors. The bill then avers in detail the many occurrences growing out of the litigation and the disputes between the stockholders among themselves and each of the board of directors of the Jasper Land Company, all of which is unnecessary to set out in detail in this statement of facts. The bill then concluded with the following averments: "That by reason of the several suits aforesaid, and the litigation resulting therefrom, and the bitter and hostile feelings engendered thereby, the rights and properties of the Jasper Land Company, as your orators are advised and believe, and therefore state, are greatly endangered, and need the protection of this honorable court. That the creditors of the said Corona Coal & Coke Company, and especially of your orators as stockholders in the said Jasper Land Company, are in great doubt touching the remedies to complete the suit for the collection of their just claims by reason of the attacks which have been made, as aforesaid, upon the proceedings had as aforesaid, for the dissolution of the said Corona Coal & Coke Company. That, as a judgment of ouster has been rendered against the said 'new board' of directors of the said Jasper Land Company by a court of competent jurisdiction, to wit, the circuit court of Walker county, Alabama, as hereinbefore stated, the said 'new board' are without authority to represent the said Jasper Land Company, or to protect its interests as creditor of the said Corona...