18 FEDERAL RE1·oR·rER.
behalf of the corporation. And even when the directors or ordinary rnanag
ing oiiicers of a corporation are at fault, it does not necessarily follow that
x the corporation is disabled from procuring justice for itself. For the majority
of stockholders, in corporate meeting, have supreme authority under the char-
ter to manage the corporate affairs; and whenever it is possible to obtain
justice to the corporation by calling a stockholders’ meeting and removing
i the offending othcers and electing new ones, this remedy must be pursued.
In such case a stockholder cannot obtain relief in equity, since the ground for
relief fails; namely, that the corporation, his trustee, is unable to protect the
trust."
In the recent case of Hawes v. Oakland, 104 U. S. 450, the su-
preme court has reviewed the authorities, and deduced `the rule
which it is the duty of this court to apply. The stockholder must
show that he has exhausted all the means to obtain, within the cor-
poration itself, the redress of his grievances, or action in conformity
to his wishes. "He must make an earnest effort with the managing
body of the corporation to induce remedial action on their part, and
this must be made apparent to the court. If time permits, or has
permitted, he must show, if he fails with the directors, that he has
made an honest effort to obtain action by the stockholders as a body
n the matter of which he complains, and he must show a case, if
this is not done, where it could not be done, or it was not reasonable
to require_it." And, in order to emphasize its views so clearly that
no misapprehension can exist as to the duty of stockholders in this
behalf, the supreme court promulgated rule 94 at the same term at
which Hawes v. Oakland was decided. By this rule of practice it is
made essential in every bill brought in this court by a stockholder in
a corporation founded on rights which may properly be asserted by
the corporation, to allege “with particularity the efforts of the plain-
tiif to secure such action as he desires on the part of the managing
directors or trustees, and, if necessary, of the stockholders, and the
causes of his failure to obtain such action."
It issufficiently clear, in view of the action of the directors here,
and their present attitude in afiirming the validity and expediency
of the lease, that any effort to induce them to take action in behalf
of the corporation to annul it would be futile. The ceremony of an
application to them on behalf of the complainant would be farcical.
It may, therefore, be dispensed with, and the allegations of the bill in
this behalf are probably in substantial compliance with rule 94. But
the bill fails to aver that any effort has been made by the complain-
ant to secure such action on the part of the stockholders as,
upon his theory of the transaction, they ought to take. The bill ex-