Weir v. Bay State Gas Co. of Delaware

• Decision Date: 09 November 1898
• Docket Number: 200.
• Citation: 91 F. 940
• Parties: WEIR et al. v. BAY STATE GAS CO. OF DELAWARE et al.
• Court: U.S. District Court — District of Delaware

91 F. 940

WEIR et al. v. BAY STATE GAS CO. OF DELAWARE et al.

No. 200.

United States Circuit Court, D. Delaware.

November 9, 1898

Anthony Higgins and John G. Johnson, for complainants.

George Gray and H. H. Ward, for defendants.

DALLAS Circuit Judge.

This is a suit by two shareholders in a corporation, against the corporation itself and its president and such of its directors as are known to the complainants. Rule 94 has been complied with. The object of that rule is to prevent suits of this character from being collusively brought to confer on a court of the United States jurisdiction of a case of which it would not otherwise have cognizance. It introduced no new principle. It had long been settled that to enable a stockholder in a corporation to maintain a suit in equity in his own name, in which, ordinarily, the corporation itself should be complainant, it must appear that proper effort had been made to procure redress or action by the corporation or its managing body. But no such effort need be made where it is manifest that it would be fruitless, as, in the case made by this bill, it obviously would have been. Hawes v Oakland, 104 U.S. 460.

The bill is not multifarious. It does not improperly include distinct and independent matters. The joinder of several grounds of complaint and of several prayers for relief in a single bill is not in all cases and under all circumstances inadmissible. Such joinder is frequently desirable and sometimes necessary. The question in each instance where it arises calls for the exercise of the discretion of the court, regard being had to considerations of convenience and the substantial rights of the parties. The distribution among independent suits of the particulars of one general subject of litigation would not be salutary, and is not required. In this case the several matters covered by the bill are homogeneous, and may, without injustice or inconvenience, be disposed of in a single suit. Jaros Hygienic Underwear Co. v. Fleece Hygienic Underwear Co., 60 F. 622.

Aside from the points which have been referred to, the question before the court in the present state of the record is whether the defendants should be required to answer. It might be conceded, if the sole ground of equitable jurisdiction set up was that of fraud, and of fraud alleged to have been perpetrated by mere strangers to the complainants, that it would-- certainly with respect to some of those allegations and possibly as to all of them-- be defective for lack of definiteness in specifying the fraudulent acts complained of. But the defendants are not mere strangers, and the case...