holding that corporate president who called, and participated in, shareholders meeting to elect directors was estopped from questioning the legality of the meeting and election of directors who later removed him
How later courts described this case
- holding that corporate president who called, and participated in, shareholders meeting to elect directors was estopped from questioning the legality of the meeting and election of directors who later removed him
- holding that before stockholder can complain of defects in statutory notice requirement, stockholder must object when appearing and participating at stockholders’ meeting
- holding that defects in statutory notice requirement were waived by stockholder who appeared and participated without objection at stockholders' meeting
- explaining that injunction should not issue on mere surmise of injury
Written by the judges who cited it.
The opinion
*521 MR. JUSTICE NORVELL,
joined by Justices SMITH and GREENHILL, concurring.
The controlling circumstance in this case is the simply established fact that all of the owners of all the capital stock of the corporation were present either in person or by proxy at the disputed stockholders’ meeting which was called to order and presided over by the respondent. Obviously, the respondent is in no position to complain of the legality of such stockholders’ meeting, nor could he question the validity of directors’ meeting which followed. He may not invoke the aid of a court of equity to preserve his control of the corporation and thus set at naught the acts of the stockholders and the board of directors selected by such stockholders. This is the essential holding of the case and upon this basis, I concur in the order of reversal.