Shearer v. Union Mtg. Co. , 6 Ohio Law. Abs. 678 ( 1928 )

MIDDLETON', PJ.

COURTS.

(180 R) Under Section 11894 GC., providing for appointment of receivers in cases in which receivers heretofore have been appointed by usages of equity, appointment may be made only where some other equitable relief is demanded.

CORPORATIONS.

(160 D) Complaint by minority stockholder against corporation and directors to enjoin bond issue, for accounting by directors, and for dissolution of corporation, alleging diversion of corporate funds for private uses by directors, payment of dividends out of capital stock, issuance of false financial statements of contemplated refinancing plan which would result in sacrificing corporate securities and unnecessary expenses, did not indicate any necessity for services of receiver, since, if injunction were granted, no further action would be necessary.

(160 S2b) Action by minority stockholder against corporation and its directors for accounting by directors of any money diverted to their own use held not action against corporation, but action for benefit of corporation and against directors individually.'

(160 D) Under General Corporation Act (112 Ohio Laws, 9) Sections 86 and 87. Sec-* tions 8623-86 and 8623-87 GC., specifying grounds for dissolution of corporation, minority stockholders cannot petition for dissolution of corporation.

(160 D) Court of Common Pleas has no power to dissolve corporation, except as expressly granted by General Corporation Act (112 Ohio Laws, 9), Sections 86 and 87, Sections 8623-86 and 8623-87 GC., provisions of which are exclusive.

(160 D) Motion for receiver for corporation cannot be allowed in action for dissolution of corporation, unless proceeding for such dissolution has been brought in compliance with General Corporation Act (112 Ohio Laws, 9), Sections 86 and 87, Sections 8623-86 and 8623-87 GC.

(Mauck and Thomas, JJ., concur.)

For reference to full opinion, see Omnibus Index, last page, this issue.