Geer v. Mathieson Alkali Works

190 U.S. 428, 23 S. Ct. 807, 47 L. Ed. 1122, 1903 U.S. LEXIS 1555

• Court: Supreme Court of the United States
• Decided: June 1, 1903
• Docket: 261
• Status: Published

Opinion

Mr. Justice McKenna,

after stating the facts as above, delivered the opinion of the court.

The facts and arguments by .which it is attempted to sustain the service on the Mathieson Company áre the same as were presented in. the case of Conley v. The Mathieson Alkali Works, decided May 4 of this term, ante, p. 406. On the authority'of that case the service in this must be held insufficient to give jurisdiction of the Mathieson Company, and the order of the Circuit Court setting aside the service of summons must be affirmed if the case was properly-removed to that court. And this depends upon the question whether the complaint exhibits a separable controversy between the plaintiffs and the companies.

A suit may, consistently with the rules of pleading, embrace’ several distinct controversies. Barney v. Latham, 103 U. S. 205, 212. It was said in Hyde v. Ruble 104 U. S. 409: “ To entitle a party to a removal under this clause (second clause of section 2 of the act of 1875, same as second clause ih the act of 1887) there must exist in the suit a separate and distinct cause of action in respect to which all the necessary parties on one-side are citizens of different States from those on the other.” In other words, as expressed in Fraser v. Jennison, 106 U. S. 191, 194, “ the case must be one capable of separation into parts, so that, in one of the parts, a controversy will be presented with citizens of one or more States on one side, and citizens -of other- States on the other; which can be fully determined with-. out7the presence of any of the other parties to the suit as it has beén begun.” And when two or more causes of action are united ih one suit there can be a removal of the whole suit on the petition of mié or more of the plaintiffs or defendants (now only the defendants) interested in the controversy; which if it had been sued oh alone would be removable. Hyde v. Ruble, supra. See also Ayres v. Wiswall, 112 U. S. 187. The application of these principles to the case at bar will be seen by the •relief prayed for.

The ’ relief prayed against the companies is as follows: Against the Mathieson Company, that the conveyance in its name, be adjudged, fraudulent and void, and that the same-be annulled; that' a receiver of its works be appointed; that its ..directors be enjoined from making any further disposition of its property; that it be required to make a full disclosure in respect to all. of the premises set forth and alleged, and that the complainants have aeeéss to all books, records and papers, including the stock book. Against the Castiier Compiany, That it may be required to account for all acts and doings in • the premises set forth; to make good and pay all of the damages sustained by complainants to the Mathieson Company by reason thereof; that it be adjudged to reconvey the property so wrongfully conveyed to it in the name of the Mathieson Company ;• that .it account for and pay all of the income, earnings and revenue of the property since the date of the conveyance. .

To the relief asked against the companies were the directors of the Mathieson Company necessary parties ? In Winch v. Berkenhead, Lancashire & Cheshire Railway Co., 5 De G. & Sm. 562, it was held, in a suit by a stockholder of the corporation in behalf of himself and all other stpckh'olders, to restrain the performance of an- ultra vires agreement, that it was not necessary that' the directors should be made parties. . It was said by the Vice Chancellor: “ The act that, is sought to be re-' strained is the act of the company. It is quite sufficient if there .is an order restraining the company. The company itself cannot act'except by means of its officers: It appears.to me that', the suit is properly framed, by the relief being sought against-the company alone.” •

Hatch v. The Chicago, Rock Island & Pacific Railroad Company, and The Same v. Same, 6 Blatch. 105, were suits brought by the plaintiff in each in behalf of himself and all other stockholders of the defendant corporation, to restrain it from execut- ' ing a contract which was alleged to be in excess of its powers. ■ The plaintiff was a citizen of New York. The suits were' brought in the Supreme Court of the State of New York. The individual defendants were directors of the corporation and resided in the State of New York, except one,.who was a citizen of the State of Illinois. In the second suit one Denham was made a party, who was the treasurer of the company, but not one of its directors. His citizenship does hot appear. ' The plaintiff in the second suit alleged that the committee of • directors had detérmined to close the transfer office of the coni--pany in the citjr of New York, and to remove' all of its books, moneys, securities and property beyond the jurisdiction of the court; that the defendants had refused to permit any transfer' of the shares of stock on .the books of the company. Judgment was prayed in the first suit for an injunction against the execution of the illegal contract, and of the acts which were alleged to be contemplated in the performance thereof.. In the second suit judgment was prayed for the same injunction, and an injunction against the other acts alleged. On the.petition. of Tracy and. the company the. cases were removed -to-the Circuit Court for the Southern District of New York, and a motion was made to remand. The motion was héard by Mr. Justice Blatchford, who was then United States District Judge, who said:

“ These suits, therefore, are suits brought in the State of New York, by Hatch, a citizen of New York, against the members of the company, all of whom are citizens of the State which created the company, and which is a State other than New York, and against Tracy, a citizen of Illinois, and against other defendants, who are citizens of New York.”

And describing the suits, said further :■

“ All the relief that is prayed for in either suit is by injunction, except the prayer in the first suit for a receiver. All the relief by injunction is prayed for in respect to all of the defendants. No such relief is prayed for in respect to any defendant, other than the company, that is not prayed for in respect to the company. The suits are really, both of them, wholly against the company alone. The directors and the treasurer, who are its co-defendants, are merely its servants and agents,through whom necessarily it acts. It was not necessan^ or proper to make them parties to the suit at all. The injunctions . prayed for and the injunctions issued, if issued against the company alone, and served on any director, or on the treasurer, would bind the person so served to obedience, and, even without such service, knowledge by the officer of the existence of the injunction against the company, would bind the officer to obedience. The People v. Sturtevant, 5 Selden, 263, 277. The directors and the treasurer are, therefore, not real parties to the suits, but merely nominal parties. No personal demand is made against any one of them, nor is any personal account ing asked from any one of them, and it is only in his relation to the company, and in the official position that he occupies toward the company, that any one of .them is made a party. The test of this is, that, if any one of the directors or the treasurer were to resign his office, he would necessarily cease, ipso facto, to be a proper party to the suit, and the plaintiff would be obliged to make his successor in office a party, and so on with every change. The reason for this would be, that, there being no relief prayed against-the individual in his individual capacity, and the injunction asked being to restrain him merely from doing or not doing what his official relation to the company alone enables him to do, or to refrain from doing, when such official relation ceases, the.-relief asked and the injunction issued become, as to him, utterly futile. This wpuld riot be the case where he was made a party defendant, jointly with the corporatiori of which he was an officer, for the purpose of obtaining some specific relief against him on a personal liability, or in order to obtain a discovery from him in regard to matters peculiarly within his knowledge. There, the dissolution of his official relation would not- affect thé propriety of his being retained as a defendant. This view is conclusive to show that the entire real controversy in both-, suitsj so far as it is shown by the prayer of the complaints, and which is the only guide the court can have, is between the plaintiff on the one side, and the company, as a corporate body, on the other. The plain-, tiff cannot, by joining as nominal defendants with the corporation, persons who are citizens of the same State with the plaintiff, deprive the corporation of any right which it would otherwise have in respect to removing the cause into this court.’’ •

Heath v. The Erie Railway Company came up before the same learned justice, and is reported in 8 Blatchford, 347, 413: It was a. suit by stockholders against the railway company and Jay Gould, James Fisk, Jr., and Frederick A. Lane, who were directors of the company. The object of the suit was to restrain ultra vires,nets. The bill prajred for an injunction for a receiver, for an accounting by Gould, Fisk and Lane of the profits made by them, and that they “ make payment and compensation to the company, for the benefit of the plaintiffs, and.the other bona fide shareholders, to the full extent of all such profits, benefits, gains and advantages, and of such damages, losses and injuries.” The bill was demurred to, on the ground, among others, that the other directors, fourteen in number, were not made parties to-the bill. The court overruled the demurrer. The- main part of the opinion, which was very elaborate, is devoted to the.consideration of the right of the stockholders to maintain the suit, which right was sustained on the authority, of many cases. Of- the ground’ of demurrer that the other directors had not been made parties, the court, said:

"The objection -that such fourteén persons ought to be made parties, as appearing to-have been directors ivhen the bill .was filed, for the reason that the bill' asks for an injunction against the corporation, and for a receiver of the corporation, is not well taken... .The relief so asked is against the corporationi If such, fourteen persons'were made’parties, they would be merely nominal jparties and not real parties, in respect to any relief that is asked against the corporation; and no relief is asked as against them, except in' respect to the matter of the classification, which has already been disposed of. This question was fully considered in the case of Hatch v. The Chicago, Rock Island & Pacific R. R. Co., 6 Blatch. C. C. R. 105, 114 to 116."

It was, however, said by Lord Cairns in Ferguson v. Wilson, L. R. 2 Ch. 77, 90, and it was held in Clinch v. Financial Corporation, L. R. 4 Ch. 117, that it was proper in a suit by a stockholder to restrain ultra vires acts of a corporation to join as defendants the directors of the corporation. This ruling is reconcilable with the other cases.- The reconcilation lies- in the distinction between proper and indispensable parties in view of the statute providing for the removal of causes to the Federal courts. Barney v. Latham, 103 U. S. 205, supra.

But relief is prayed against the individual defendants.as follows :

“ That the individual defendants, directors of the said Mathie-son Alkali Works, may be compélled to account as agents and trustees, of the sáid company for all their acts and doings in the premises above set forth; and that -they may seyerally and respectively be adjudged and required to make good and pay to tbe said Mathieson Alkali Works and to the plaintiffs all loss and damage caused by their wrongful conduct in the premises as hereinabove set forth.”

If it be conceded that in a suit which seeks such relief the Mathieson Company is a necessary party, it is certain the Cast- . ner party is not. .Besides the relief is distinct from — separable from, to keep to the language of the cases — that which is sought as a result of the grounds of suit against the companies.

It follows from these views thát the bill exhibits a controversy between the plaintiffs and the' defendant companies,, to-which the individual defendants are not necessary parties, and the case, was-rightfully removed to the Circuit Court! . .

The order of the latter court setting aside the the service of summons on_the Mathieson Company, and dismissing the bill for want of jurisdiction of that company,- is "•

Affirfned.