
    (Sixth Circuit—Lucas County, O., Circuit Court,
    Jan. Term, 1893.)
    Before Bentley, Haynes and Scribner J.J.
    FANNY B. BOND v. ISAAC N. POE, et al.
    
      Officers and directors of corporations acting in good faith, are not personally liable in damages to stockholders for losses.
    
    Where the Board of Directors of a corporation to manufacture woodenware add to the business of the corporation the manufacture of sewing machines, requiring a large outlay of money, and involving great risks, but in doing so acted in good faith for what they considered the best interests of the corporation, and the stockholders were for years aware of the fact and acquiesced therein, such directors will not be held liable for the losses sustained by the corporation by such business.
    Appeal from the Court of Common Pleas of Lucas County.
   Haynes, J.

The plaintiff brings this suit on behalf of herself and, other stockholders of the Union Manufacturing Company, which is insolvent and its affairs being wound up and its - stockholders assessed to pay its debts in other actions.

The present action is against the president and directors-of that corporation to recover damages for alleged negligence -. and mismanagement by the officers and directors, of its ■ affairs and business, whereby it is alleged its stock was rendered worthless, its business ruined, its assets wasted and - its stockholders assessed large amounts for the payment of its debts.

The main questions arising upon the issues of fact, were • referred to a jury in the court of common pleas, which jury • found in favor of the defendants, and judgment being there- ■ after rendered by the court of common pleas for the defendants, the case was appealed to the circuit court and tried' upon substantially the same evidence. The circuit court. finding that the immense losses of the corporation were due ■ mainly to the fact that the company had added to its original wooden ware manufacturing, the manufacture and sale-of sewing machines on a large scale, which business was, in its nature, and in the usual manner of carrying it on, one-that required a large outlay and attended with great risks, and that the stockholders were for years well aware that the-company was engaged in said business, and acquiesced therein, and that the errors in its management were those of judgment, and were committed while the defendants were acting in good faith therein, and risking large sums of' money of their own, advanced to the corporation, and that they had not been guilty of such wrongful or negligent actions as to warrant their being held liable in damages.; personally, entered a decree in favor of the defendants.  