Cited by

n intimate and confidential nature as that between a principal and agent and a trustee and cestui que trust but a “relation of trust and confidence that courts scrutinize with jealous care all transactions between directors as officers and as individuals, and require them *206 to be characterized by good faith and the conscientious discharge of official duty.” 5 Defendant cites Jones v. Morrison, 31 Minn. 140 , , as giving defendant an elective right to void the resolution in this case.

See, Jones v. Morrison, 31 Minn. 140 , .

We do not overlook Jones v. Morrison, 31 Minn. 140 , , for there all the defendants charged with the conspiracy were directors and officers of the corporation.

Jones v. Morrison, 31 Minn. 140 , ; Miles v. Safe D. & T. Co. 259 U. S. 247 , 42 S. Ct. 483 , 66 L. ed. 923.

Jones v. Morrison, 31 Minn. 140 , 16 N.W.

Compare Palmer v. Tyler, 15 Minn. 81 (106), where, a ground of demurrer being that a cause of action was asserted against one defendant with which other defendants had nothing to do, the objection was disposed of finally upon the ground that the object of the action was single and to bring about a final settlement of the business of a partnership; Jones v. Morrison, 31 Minn. 140, 145 , , where, as here, “the general subject affected by the various acts is the same, to-wit, the rights and interes

It is distinguished from Jones v. Morrison, 31 Minn. 140 , , where the directors voted themselves back salaries.

Thus in Jones v. Morrison, 31 Minn. 140 , , it was held that the authority conferred by statute on the directors of a corporation is subject to the implied condition that it shall be exercised solely in pursuance of the company’s chartered purpose and for the benefit of the stockholders; it does not extend to giving the property of the corporat

Co. 114 Minn. 196 , ; Williams v. Little Falls W. P. Co. 99 Minn. 4 , ; Jones v. Morrison, 31 Minn. 140 , .

Jones v. Morrison, 31 Minn. 140 , .

Jones v. Morrison, 31 Minn. 140 , ; Horn Silver Mining Co. v. Ryan, 42 Minn. 196 , ; National Power & Paper Co. v. Rossman, 122 Minn. 355 , , Ann. Cas.

In Jones v. Morrison, 31 Minn. 140 , , involving the action of a board of directors in voting themselves salaries, the question arising on demurrer to a complaint alleging conspiracy and that the salaries voted were exorbitant, the court said that “their 'acts in such cases are, prima, facie, voidable at the election of the corporation or

Jones v. Morrison, 31 Minn. 140 , ; Bothwell v. Bobinson, 39 Minn. 1 , , 12 Am.

Jones v. Morrison, 31 Minn. 140 , ; Rothwell v. Robinson, 39 Minn. 1 , , 12 Am.

Jones v. Morrison, 31 Minn. 140 , at page 143, ; Raymond v. Sturges, 23 Conn. 134 ; Van Horn v. Van Horn, 52 N. J. L. 284, 20 Atl.

Jones v. Morrison, 31 Minn. 140 , , holds the general doctrine *70 that a corporation is a trustee for the management of the property, and that each stockholder is a cestui que trust according to his interest and share.

Jones v. Morrison, 31 Minn. 140 , .

North v. Bradway, 9 Minn. 169 (183); Fish v. Berkey, 10 Minn. 161 (203); Palmer v. Tyler, 15 Minn. 81 (106) ; Jones v. Morrison, 31 Minn. 140 , ; Foster v. Landon, 71 Minn. 494 , .

For instance, in Jones v. Morrison, 31 Minn. 140 , , from the opinion in which case counsel quotes the following language: • “Where a -complaint alleges a conspiracy to cheat and defraud plaintiff in respect to his interests as a stockholder in a corporation, all separate acts or transactions of defendants done pursuant to it may be joined in the compla

Bradbury v. Bedbury, 31 Minn. 163 , .

See also Clark v. Stanton, 24 Minn. 232 ; Jones v. Morrison, 31 Minn. 140, 148 , .

That redress will be afforded the minority stockholders for 4he misappropriation of corporation property by the majority stockholders, or the managers, is illustrated in the case of Jones v. Morrison, 31 Minn. 140 , ( 16 N. W. Rep.

In Jones v. Morrison, 31 Minn. 140, 148 , ( 16 N. W. Rep.