"Our lawmaking body clearly manifested its intention to vest in the board of directors of a corporation all corporate powers. ...”
How later courts described this case
- "Our lawmaking body clearly manifested its intention to vest in the board of directors of a corporation all corporate powers. ...”
Written by the judges who cited it.
The opinion
Mr. Justice Denison
specially concurring.
I agree that the contract is unlawful and that it may be declared to be invalid in a suit like the present. I think, however, that the court had jurisdiction to render the decree of 1918, and that the reasons given for lack of jurisdiction are insufficient.
The effect of the argument on page 497 is that the court had no jurisdiction to direct an election of directors according to the contract in question because the law prescribes a method, forbids others, and the contract’s method is not that which is prescribed. This involves the premise that the court has no jurisdiction to direct anything to be done contrary to law, does it not? The conclusion, then, is based on the major premise that whatever a court orders that is unlawful is beyond its jurisdiction and void. But to render a decree contrary to law is mere error. All erroneous judgments do what the law forbids.
*511 But the opinion does more; it says that whatever the court orders that is against, public policy is beyond its jurisdiction. May a litigant answer a citation for contempt by saying that the order he disobeyed is against public policy?
The illustration of the mandatory injunction (p. 507) is not apt, because the requirement of notice for such injunction is a restriction on the power of the court, not on the power of the litigant, to act.
Tegeler v. Schneider, cited in the majority opinion, was a suit in eminent domain to condemn a right of way for a ditch. The court enjoined the obstruction or interference with the flow of waste water claimed by plaintiff in the lateral whence the said ditch drew its water. Held beyond jurisdiction. Of course. Such a question was not involved in the case. The court had never acquired jurisdiction of the parties upon it.
The dictum in the opinion in Kilker v. People, 68 Colo. 174, 178 , 188 Pac. 744 , that a court has “no jurisdiction to punish him for contempt in doing what' he had a right to do” is, of course, a misuse of words. The question of jurisdiction was not before the court, but only whether the acts of the respondent constituted contempt.
Tebbetts v. People held that an injunction, against the board of aldermen was void because the court was without jurisdiction to control the action of the board, i. e., it had no jurisdiction of the subject matter.
In Newman v. Bullock the court states the law with absolute accuracy, that a court has no jurisdiction to decide matters which the parties neither submitted nor intended to submit for decision.
The statement that the court must, in addition to jurisdiction of the parties and of the subject matter, have jurisdiction of the particular question which it assumes to decide is true but inaccurate, or perhaps, rather, incomplete, because, if it has jurisdiction of the parties and subject matter, it has jurisdiction of whatever is involved in the controversy which those parties have brought before *512 it in a proper manner. If in any such action or suit it has not jurisdiction of any given matter, it is because it has not jurisdiction of the parties for that particular matter. The question then is basically one of jurisdiction of parties. In a suit on promissory note No. 1, the court has no jurisdiction to render judgment on promissory note No. 2. Why? Because it has never acquired jurisdiction' of the parties for that purpose. In the decree of 1918, the adjustment of the present questions was the very matter before the court.
But I agree with Judge Hook’s position, 173 Fed. 601 , that the decree of 1918 concerned the rights of the stockholders as distinguished from the rights of the corporation, and on that principle I conclude that the decree was without jurisdiction except as to the stockholders who actually appeared or were personally served in the action in which that decree was rendered, that any other stockholder may have its enforcement enjoined in equity, or perhaps have it changed or annulled by bill of review and that it is such a unity that when annulled as to one stockholder it can be enforced by none. I consequently concur in the result. I am permitted to say that Chief Justice Teller and Mr. Justice Burke agree with this opinion.