Fuller v. McCormick

121 N.W. 280, 156 Mich. 518, 1909 Mich. LEXIS 623

Opinion

Ostrander, J.

(after stating the facts). We are referred by counsel for complainant to no authority which supports his right to maintain this bill. Clearly Hawes v. Contra Costa Waterworks Co., 104 U. S. 450, is not such an authority. Nor is the jurisdiction invoked conferred by 3 Comp. Laws, §§ 9757, 9759; nor by 3 Comp. Laws, § 8545. The defendant stockholders are charged with no mismanagement of corporate funds. They have not, as steckholders or as directors, acquired money or property or lost or wasted assets of the corporation. If the court were to exercise the visitatorial powers conferred by 3 Comp. Laws, § 9757, it would not reach the matter complained about, which is that the defendant stockholders have not paid for their stock. The insolvency of the company is not ground for interference by a stockholder to wind up its affairs. Heap v. Manufacturing Co., 97 Mich. 147.

The decree overruling the demurrer is reversed, with costs of both courts, and a decree will be entered here sustaining the demurrer. The record will be remanded, and complainant will have 30 days after remittitur to amend his bill if he desires so to do.

Grant, Montgomery, Hooker, and Moore, JJ., concurred. .