Glass v. Stamps , 213 Ala. 95 ( 1925 )

A court of equity has jurisdiction at the suit of a stockholder to correct abuses in the corporate management by the board of directors, whether by way of improperly increasing their own salaries and those of their confederates, either as directors or as officers of the corporation, or by way of appropriating the assets to the payment of their own liabilities whether under the guise of a loan or otherwise. Decatur Land Co. v. Palm, 113 Ala. 531, 21 So. 315, 59 Am. St. Rep. 140; Henry v. Ide, 208 Ala. 33, 93 So. 860, and cases there cited. Ordinarily, an appeal should first be made to the governing board to redress wrongs to the corporation, but, when the bill, as here, shows that the wrongs complained of are those of said governing board, no such demand or request need be made or shown as a condition precedent to the maintenance of a bill for equitable relief. Henry v. Ide, supra.

We do not think that the bill is multifarious because the wrongs complained of and the relief sought is not uniform and identical as between each respondent. It is not necessary that all the parties have the same or any interest in all the matters in controversy, but that each defendant has an interest in some of them, and that all are connected. Henry v. Ide, supra, and cases there cited. Section 6526 of the Code of 1923. The bill therefore contains equity in the respect as above indicated, and if it be insufficient to warrant relief as to all the matters charged or sought as against each of the respondents, these questions should be tested by a specific and not a general demurrer to the whole bill. Moreover, if the prayer for relief is broader than what the bill establishes or charges, the question is not properly raised by a demurrer. Wilks v. Wilks, 176 Ala. 151, 57 So. 776.

Nor is the bill defective as for a misjoinder of parties. Each of the parties thereto is interested in the subject-matter and result, and at least proper, even if some of them may not be necessary, parties.

It is no doubt true that when a bill shows the statute of limitations or laches upon its face, the question may be raised by a demurrer, but we are not impressed with the soundness of the contention that the present bill discloses laches. Generally, the statute of limitations is applied by way of analogy to suits in equity. Montgomery Co. v. Lahey, 121 Ala. 131,25 So. 1006; Ellis v. Vandergrift, 173 Ala. 142,55 So. 781; Keeble v. Jones, 187 Ala. 207, 65 So. 384. These respondents are still connected with the corporations, and the wrongs charged have been continuous from year to year, and, as said in the opinion in the case of Montgomery Co. v. Lahey,121 Ala. 131, 25 So. 1066:

"As stated above, the wrongful acts complained of in the bill extended through a series of years down to within a short time of the filing of the bill, and even though, some of the acts complained of, having occurred more than six years prior to the commencement of the suit, and therefore barred by the statute, still this would not defeat the complainants in having an accounting on all matters not within the bar of the statute."

We think that the bill negatives the payment of the debt to the Glass estate as assumed by the corporation. Nor does it show that Pauline or Harry Bell Stamps assented to the transaction as to the shifting of the indebtedness to the Glass estate. It does show that Pauline Stamps, as an heir of the Glass estate, accepted her share of the evidence of the debt to the estate from the corporation in lieu of the claim against Keeney et al., and if this was done, with a knowledge of the facts, this might operate as an estoppel; but it should be set up as defensive matter. Jones v. Peebles, 130 Ala. 269,30 So. 564.

The foregoing opinion and conclusion are not only supported by the cited cases but by many other authorities not mentioned, and, in so far as we are informed, are not in conflict with the great array of cases cited in appellants' brief, and which can well be differentiated upon the facts involved, and a detailed discussion of same would involve unnecessary labor and valuable time without serving any useful purpose.

The trial court did not err in overruling the respondents' demurrers to the bill of complaint, and the decree of the circuit court is affirmed.

Affirmed.

SOMERVILLE, THOMAS, and BOULDIN, JJ., concur.