A Treatise On Equitable Remedies : Supplementary to Pomeroy's Equity Jurisprudence : Interpleader; Receivers; Injunctions; Reformation And Cancellation; Partition; Quieting Title; Specific Performance; Creditors' Suits; Subrogation; Accounting ...

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612, 43 Wkly. Not. Cas. 229.
44 Ware v. Eegents' Canal Co., 3 De Gex Ss J. 212.
Equitable' Eemedies, Vol. 1—35 I 305 EQUITABLE EEMEDIES. 546 is sought by stockholders against wrongful dealing with corporate property. Such a discussion should be looked for in treatises on substantive equity,*" or on the law of corporations. Suits of this character, so far as the form of the remedy is concerned, are usually suits for an accounting. Where, however, the nature of the facts calls for preventive reli
...ef, it is usually granted with great freedom.
In this class of suits, since the cause of action exists primarily in behalf of the corporation, the stockholder is not permitted to sue unless he shows, either that the corporation actually refuses to bring the suit, or that a refusal of the managing body, if it had been requested to bring the suit, might be inferred with reasonable cer- tainty.*® Further, the right of the stockholder to sue in cases where the corporation is the proper party to bring the suit is limited to cases where the acts of the directors or stockholders complained of are either fraud- ulent, illegal or in breach of trust; in other cases than these a court of equity has no jurisdiction to interfere in the internal management of the affairs of corpora- tions.*'' Subject to these fundamental rules, a stock- 46 See 3 Pom.


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