Headley Chocolate Co. v. Matthews

3 Balt. C. Rep. 456

• Court: Baltimore City Circuit Court
• Decided: July 20, 1916
• Status: Published

Opinion

BOND, J.—

In this case the demurrers will be sustained and leave will be granted to file an amended bill of complaint.

I decide against the defendant’s objection that suit for waste of assets cannot be brought because present stockholders are not entitled to a return of such assets. But I decide that this bill is deficient in that it fails to connect the respective directors with the acts complained of, either by direct participation or in any other way which under the authorities would render them answerable. And I decide that the present inclusion of the complaint of the purchase of the stock of the Manning Company renders the bill multifarious, because as that transaction is set out it appears as one with which the majority of the defendants had no connection, and therefore one which could not properly be brought into controversy in this same suit.

My impression from the bill and from the arguments is that the plaintiffs have not got beyond the stage of investigation and are therefore not ready to make definite charges in some respects. As a court of equity can be used for investigation only within limits, I have tried to see whether this case, on these, allegations, might come within those limits. I think it does not.