Berry v. Broach

Decided April 15, 1888

Mississippi Supreme Court · decided 1888-04-15

Hon. S. H. Terral, Judge. At a meeting of stockholders of the Meridian Grange Cooperation Association, a contract was made with H. F. Broach in the following language: “Meridian, Miss., July 7th, 1886. “ Be it known unto all men that a quorum of the stockholders of the Meridian Grange Co-operative Association, being in session, have accepted the following proposition from H. F. Broach: That he agrees to pay to each stockholder forty per cent, of the face value of his or her…

Cited by 1 later decisions — most recently December 1906

1 state decisions

Good law ✅— No negative treatment on recordhow we know

Decided 1888-04-15

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Co over, C. J.,

¶1delivered the opinion of the Court.

¶2It was within the power of a majority of the stockholders to make the sale of the assets of the Meridian Grange Co-operative Association, an incorporated company doing an unsuccesful and unprofitable business. Morawetz on Private Corporations, sec. 413; Wood’s Field on Corporations, sec. 445; Cook on Stock and Stockholders, sec. 668.

¶3If the act of the majority was conceded to be voidable at the election of the non-participating stockholders, the defendant who participated in the sale could not avoid the contract which has been ratified by the acquiescence of the other stockholders.

¶4The judgment is manifestly right on this branch of the case, and the question of the amount of the defendant’s indebtedness was fairly submitted to the jury.

¶5The judgment is affirmed.