` mm. v. wmsrmm onion rnn. oo. 19 `
pressly avers that the lease was not consented to by three-fifths in
interest .of the stockholders. It appears, however, from the de-
fendants’ answer and athdavits, that three-fifths in interest have con-
sented. The complainants case must rest upon theallegations of
his bill. As to substantive allegations, upon a motion for an injunc- ~
tion, he is confined to·the statements of his bill. Neither according
to his allegations nor upon those of the defendant does it appear
that an effort to induce the proper action on the part of the stock-
holders has been made or ought to be dispensed with., If a ma-
jority do not approve the lease, as stated by complainant, then he
should have endeavored to induce them to remove the offending di- e
rectors, and elect new directors who would assert the rights of the
corporation. If, as stated by the defendants, a majority have conl
sented to the lease, it does not appear that they knew what relations .
existed between the directors and the lessee when the consent was
given, and therefore it is not apparent that they intended to ratify
the action of the directors, much less that, in view of the circum-“
stances, they would deny to the stockholders an opportunity to re-
pudiate the transaction as unfair or injurious to them. It does
appear that nearly two-dfths of the stock of the lessor was and is
» owned by the lessee corporation. Assuming that the lessee, as a
stockholder owning two-fifths of the stock of the lessor, wouldrefuse
to assist in any remedial action, there is still a majority of stock held
by those who have no interest except to protect their own rights and
promote the good of the corporation. The complainant has failed to
show a case within the adjudications, or the ninety-fourth rule, which
entitles him to maintain this action. V _V T i
T If it should be assumed that a majority of the stockholders of the o
lessor have adopted, or are willingto adopt the act, of the directors,
notwithstanding they were also directors of the lessee, the complain- ·
ant is without remedy and without equities, as by permission of the .
statute such a lease is within the legitimate discretion of the corpora- `
tion. It would not be equitable or justthat a single stockholder, or
a minority of the stockholders, should be permitted to defeat the
wishes and thwart the interests of the Vmajority. It isan implied
condition of the association of stockholders in a corporation thatthe
majority shall have authority to bind the whole body in any transac-
tion within the corporate powers. V K , V
VIt maybe that the facts are such that the complainant may be
able to amend his bill, and present a case entitling him to relief. As
the case is now presented, an injunction must be denied.