
    Corporation — Conduct of its Affairs.
    Oglesby v. Attrill,
    U. S. Sup. Ct.
    Oct. Term, 1882.
    Error to the circuit court of the United States for the district of Louisiana.
    ■ Henry B. Kelley, Richard De Gray, O. B. Singleton, and H. R. H. Browne, for plaintiffs in error.
    Thomas J. Semmes and S. T. 'Wallis, for defendant in error.
   Mr. Justice Field

delivered the opinion of the supreme court on May 8,1882, affirming the judgment of the circuit court.

In conducting the affairs of a corporation, as to the wisdom of an assessment, or its necessity at the time, or the motives which prompt it, the courts will not inquire if it be within the legitimate authority of the directors to levy it, and the objects for which the company was incorporated would justify the expenditure of the money to be raised. 2STor will they examine into the affairs of a corporation to determine the expediency of its action, or the motives of it, when the action itself is lawful. A compromise effected beween stockholders and the corporation, by which all claims arising from the assessment and the alleged fraudulent purposes of the officers in connection with it stands as a judgment, and protects from further suit equally those who advised and those who levied the assessment; participants in whatever wrong was committed, if any there were, as well as principals; abettors as well as actors.

Cases cited in the opinion: Bailey v. Birkenhead, Lancashire & C. J. R. Co. 12 Beav. 439; Adle v. Prudhomine, 16 La. Ann. 343.  