Pratt v. Jewett

75 Mass. 34

• Court: Massachusetts Supreme Judicial Court
• Decided: September 15, 1857
• Status: Published

Opinion

Shaw, C. J.

The interests of all the members of a corporation ought to be identical. If these petitioners mean to say that Jewett manages the business against the interests of the corporation, and for his own interest, that would be a fraud, which must be fully set out. His refusal to purchase the shares of the petitioners may have been because they hold them too high. It is not necessary to discuss the limits of the power of this court to dissolve a corporation, which is a very useful and valuable power in many cases. The court are all clearly of opinion that no sufficient reasons are shown for exercising the power in this case. Jewett, owning more than two thirds of the stock, is entitled to the control. The true misfortune of the petitioners seems to be that they are in the minority, and cannot control the majority — the majority in stock vote. They say it has been a losing business; that is true of many other manufacturing corporations. In their judgment it could be managed more profitably; but they have not set out in what particulars Jewett’s plan is wrong or theirs would be better. There is nothing in this petition to show anything illegal or fraudulent on the part of the respondents.

Petition dismissed.