Bleckley, Judge.
1. Where the owners of a bridge, and of a franchise to use it as a public toll-bridge, owned, also, certain lands in the neighborhood, and had themselves incorporated under the name of the East Rome Town Company, “ for the purpose of buying and selling real estate, and laying off and dividing the same into lots, streets, alleys, parks etc., and for the purpose of building upon, improving, renting and leasing the same,” the bridge went into the business, $>rm%a fade, as a toll-bridge, and not as a free-bridge. Those holding a majority of the stock in the corporation have no right, contrary to the will of a majority in number of the original corporators, to whom the bridge franchise was granted, to throw open the bridge to the public, make it a free-bridge, and thus diminish the revenues of the corporation, impair the value of the stock remaining in the hands of the complaining corporators, and make barren the bridge franchise for the time being. If the. bridge franchise vested in the corporation by reason of the individuals to whom it was granted being afterwards incorporated, it is the duty of the corporation to use it in connection with the bridge, while it can be used profitably. If, on the contrary, the legal title to the franchise remained in the persons to. whom it was granted, and only the legal title to the bridge is in [478]*478the corporation, even then the nse of the two together would be necessary to carry out some of the purposes which seem to have been contemplated when the corporation was created. The corporation having, in fact, exercised the franchise, that is evidence that the franchise was intended to be preserved. Wherever the legal title to it may be, the equity of the case is, that the bridge and the franchise, for practical working, shall remain together. The corporation should either continue to use the franchise, or surrender the bridge to the complainants, so that they may use it; there being as little to indicate that, in making the bridge corporate property, there was an intention to destroy the franchise as that there was an intention to destroy the bridge.
2. 3. The bill is not demurrable because of the joinder of three individuals with the corporation as defendants, one of these being one of the original grantees of the bridge franchise, and one of the original corporators, and the other two being stockholders in the corporation who control a majority of the whole stock, and who are co-operating in wielding the power of the corporation. Where the stockholders in a corporation are not numerous, and the minority (in voting power) complain, by bill, of the votes and motives of the majority, and of the corporate conduct consequent thereon, it is not improper that all the stockholders be made parties. The original grantee and corporator above referred to, not •now appearing on the books as a stockholder, but allowing his shares (if, in fact, he still owns any) to stand in the name of, and to be controlled by, one of the other defendants, the propriety of his being a party to the bill is doubtful. But as the other defendants are all proper parties, and the demurrer does not separate him from the other two individual defendants, but objects to all three alike, the demurrer for misjoinder of parties was properly oveiTuled.
Judgment affirmed.
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