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Lawskills.com Georgia Caselaw
CHALVERUS et al. v. WILSON MANUFACTURING CO. et al.
19443.
HAWKINS, Justice.
Receiver, etc. Before Judge Fort. Muscogee Superior Court. May 18, 1956.
1. Upon demurrer, pleadings are to be construed most strongly against the pleader, and in the light of their omissions as well as their averments; and if an inference unfavorable to the right of a party claiming a right under such pleadings may be fairly drawn from the facts stated therein, such inference will prevail in determining the rights of the parties. Krueger v. MacDougald, 148 Ga. 429 (1) (96 S. E. 867); Hulsey v. Interstate Life &c. Insurance Co., 207 Ga. 167, 169 (60 S. E. 2d 353).
2. The directors and managers of a corporation who control and have charge of its effects are bound to care for its property and manage its affairs in good faith, and for a violation of these duties resulting in waste of its assets and injury to the property they are liable to account the same as other trustees. Baker v. Sutton, 47 Ga. App. 176 (170 S. E. 95).
3. One acting in the capacity of president or general manager of a corporation is presumed to be its alter ego. He is its chief executive officer and agent, and, without any special delegation of authority, is presumed to have power to act for it in matters within the scope of its ordinary business. Raleigh & G. R. Co. v. Pullman Co., 122 Ga. 700, 766 (50 S. E. 1008); The Black Walnuts v. First National Bank of Atlanta, 53 Ga. App. 316, 319 (185 S. E. 726).
4. "Nothing will call a court of equity into activity but conscience, good faith and reasonable diligence. When these are wanting, the court is passive and does nothing"; and where stockholders in a corporation participate in the performance of an act, or acquiesce in and ratify the same, they are estopped to complain thereof in equity. Alexander v. Searcy, 81 Ga. 536, 545 (8 S. E. 630, 12 Am. St. R. 337); Mathews v. Fort Valley Cotton Mills, 179 Ga. 580, 587 (176 S. E. 505).
5. "It is a condition precedent to the maintenance of a suit in equity by a minority stockholder against the corporation and its officers under the Code, 22-711, that it be shown that he has made an earnest effort to obtain redress at the hands of the directors and stockholders, or why it could not be done, or that it was not reasonable to require it." Peeples v. Peeples, 193 Ga. 358 (4) (18 S. E. 2d 629).
Max R. McGlamry, Theo. J. McGee, contra.
Arthur F. Copland, Paul Blanchard, for plaintiff in error.
SUBMITTED SEPTEMBER 10, 1956 -- DECIDED OCTOBER 9, 1956.
Saturday May 23 02:18 EDT


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