Ganzer v. Rosenfeld

141 N.W. 121, 153 Wis. 442, 1913 Wisc. LEXIS 189

• Court: Wisconsin Supreme Court
• Decided: April 29, 1913
• Status: Published

Opinion

Winslow, C. J.

This is an appeal from an order overruling a general demurrer to the complaint. The only serious question involved is whether stockholders and creditors of a foreign corporation, which has its business office in this state, may maintain an action in equity in the courts of this state against resident officers of the corporation to recover, on behalf of the corporation, corporate moneys converted by such officers, as well as moneys lost to the corporation by their fraudulent and negligent conduct. This question must be answered in the affirmative. It is doubtless true that the courts of a state will not assume to dissolve or regulate the internal affairs of a foreign corporation, — in other words, they will not exercise visitorial powers over such a corporation ; but they may and will, in a proper case, require an accounting and restoration of property and money misappropriated or wasted by unfaithful officers who are within their jurisdiction. Miller v. Quincy, 179 N. Y. 294, 72 N. E. 116; Richardson v. Clinton W. T. M. Co. 181 Mass. 580, 64 N. E. 400; 19 Cyc. 1236-1238.

By the Court. — Order affirmed.