
    HALL v. CITY OF SYRACUSE et al.
    (Supreme Court, General Term, Fourth Department.
    September, 1893.)
    Conveyance by Corporation—Setting Aside by Honassenting Stockholders.
    Where a paper manufacturing company, by authority of the directors, and of all the stockholders but one, sells and conveys, in good faith and for full value, its water privileges in an outlet of a certain lake to a city which apparently has the right to obtain title to such privileges by condemnation proceedings, such conveyance will not be set aside, at the instance of such nonconsenting stockholder, on the ground that the board of directors had no power to execute it, or authorize its execution.
    Appeal from special term, Onondaga county.
    
      Action by Edwin E. Hall against the city of Syracuse, the Syracuse Water Board, the Mottville Paper Company, Limited, and others, to set aside a deed by such company, of which plaintiff is a stockholder, to defendant city, of certain water rights in the outlet of Skaneateles lake. From a judgment dismissing the complaint, plaintiff appeals.
    Affirmed.
    Argued before HARDEST, P. J., and MERWEST and PARKER, JJ.
    George Barrow, for appellant.
    Hancock, Beach & Devine, for respondents Mottville Paper Co., Limited, and others.
    Charles E. Ide and C. G. Baldwin, for respondent city of Syracuse.
    Chas. L. Stone and W. A. Beach, for respondent Syracuse Water Board.
   MERWEST, J.

This action is brought by the plaintiff, as a stockholder in the defendant the Mottville Paper Company, Limited, to set aside a deed from that company to the city of Syracuse dated February 23, 1891, upon the ground that, as against a stockholder who did not assent to it, it was void, for want of power in the board of directors to execute it, or authorize its execution. The paper company was organized in 1886, under the provisions of chapter 611 of the Laws of 1875, for the purpose of manufacturing paper at Mottville, N. Y. Prior to the organization the parties interested therein, and who afterwards became stockholders, contemplated the purchase of certain real estate, and buildings thereon, and water rights and privileges appurtenant thereto, situated on the outlet of Skaneateles lake. After the incorporation such property was purchased, and improvements were made thereon, and the business of manufacturing paper was there entered upon, and continued down to the time of the trial; the water of the outlet being used for the purpose of washing the material, and reducing the same to pulp, and in part for the propelling of machinery, the balance of the machinery being propelled by steam power. By chapter 291 of the Laws of 1889 the Syracuse Water Board was created, and power was conferred upon it to acquire, by purchase or condemnation, for and in the name of the city of Syracuse, any property necessary for the acquisition, construction, maintenance, control, and operation of the system of waterworks contemplated by the act. By section 18 of the act, as amended in 1890, it was authorized, under certain conditions, to take water from the Skaneateles lake. One of the provisions of this section is that, “before any water shall be taken from Skaneateles lake under the provisions of this act, the city of Syracuse shall acquire or extinguish all water-power rights upon the outlet of said lake to be affected by the proposed storage of water.” It was also provided that the powers granted to the water board to acquire property under the act, and to make payment therefor, shall be deemed to include full power and authority to do and perform all acts and things necessary or proper to enable the city to obtain water from the lake under the provisions of the amended section. The water-power rights of the Mottville Paper Company were among those affected by the proposed storage of water. Substantially all its water rights, easements, and privileges were derived from water coming from the lake through the outlet. Thereupon the water board, acting under the authority given by the acts referred to, prior to January 5, 1891, demanded of the paper company the sale by it of such rights and privileges, offering to pay the value to be agreed upon, and, in case of refusal by the company to sell, threatened to take proceedings under the statute for the condemnation thereof. The capital stock of the paper company was $30,000, of which the plaintiff has since January, 1888, been the owner of $5,000, and at one time was secretary and treasurer of the company. He has, however, since January, 1890, been at variance with the management of the corporation, and attended no meetings of the stockholders or directors. The annual meeting of the stockholders is fixed by the by-laws of the company for the first Monday of January, at the office of the company at Mottville. At the annual meeting in January, 1891, stockholders owning or representing stock to the amount of $25,000 were present. The plaintiff was not there. At this meeting the subject of selling the company’s water rights to the city of Syracuse, and the possibility of the city taking the property by condemnation, were considered, and the president of the corporation was authorized to confer with the city authorities, and see what arrangement could be made, and report thereon to the board of directors. Under this authority, negotiation was had by the president, and he reported at a subsequent meeting of the directors that the city offered to pay $22,500 in cash as damages, and for the purchase of the water rights. This offer was accepted by the directors, and the president authorized to execute the necessary conveyances and receive the money. The deed in question was accordingly executed and delivered, and the money paid. The deed purports to convey “all the right, title, and interest held or claimed by the said first parties in and to the water power, the right or privilege to use the water of Skaneateles lake outlet, and all interest or easements held or claimed therein by them, wherever situate, or from, whatever source derived; and especially all the right to use the water of said outlet, and all the easements or water privileges connected with or belonging to the following described premises,” describing the real estate of the company. “Said party of the second part also stipulates and agrees that said city of Syracuse will not at any time make any charge or rental to said first party for the use by them of any waters flowing down said outlet. This stipulation or agreement shall not, however, be construed as a license or grant of any rights with relation to said waters, or the use thereof.” The money received upon the sale- has been used by the paper company in the payment of its debts, or in the business of the company, and prior to the commencement of this action the plaintiff did not restore, or offer to restore, to the city, any part of it. It is found by the special term, upon sufficient evidence, that the price paid was all that the rights conveyed were worth; that in and about the prosecution of the business the paper company can obtain more reliable power to operate its paper mill and machinery from steam than from water, and that sufficient water for the purpose of making paper can be obtained from sources other than from water flowing from the lake into the outlet; that, during the period of seven or eight months of the year, water will flow down the outlet to the Erie canal for the use of the state; that all the business of the company can be well conducted without the use of water from Skaneateles lake flowing through the outlet; that in making the sale and conveyance the defendants acted in good faith, and for the best interest of all parties concerned, as they believed, and no material injury has resulted therefrom to said company, or to any of its stockholders. It appears that the directors who authorized the deed owned or represented all the stock, except what was owned by the plaintiff.

We fail to see that the plaintiff has any good ground for equitable relief. The city, and those acting in its behalf, had a right to believe that the president of the company and its board of directors had a right to act for it in agreeing upon the value, and in making a conveyance to carry out the agreement. Practically, at the stockholders’ meeting, the matter was placed by them in the hands of the board of directors. The city authorities were not called on to investigate whether all the stockholders were present. The plaintiff is presumed to have known of the meeting. He does not deny that he knew of it, but he chose to be absent. If, as was apparently the case under the statutes referred to, the city had a right to acquire the property in question whether the paper company was willing to sell or not, the question of power to sell became unimportant to the stockholders. The only open question was the one of price, and upon that subject, especially after the action of the annual meeting, the board of directors legally represented the corporation. It was their duty to obtain the highest price they could. In their judgment this was accomplished by agreement, rather than" by allowing proceedings for condemnation. We find no good reason for interfering with their agreement and consequent conveyance. It follows that the judgment should be affirmed.

Judgment affirmed, with one bill of costs to defendants. All concur.  