
    Elijah Pratt & others vs. John Jewett & others.
    Ik is no ground for dissolving a manufacturing corporation, on petition of a majority in number of the stockholders, owning a minority of the stock, that one owner of the majority of the stock has for many years controlled the election of officers and elected himself agent and clerk; that he has for a long time managed the business “ according to his own will and choice, regardless of the wishes and interests of the petitioners; ” that according to his statement the corporation has been doing a losing business for many years^ that he has refused to make any change in the business, or to purchase the shares of the petitioners; and that if the business were skilfully and properly managed it might be made a source of profit to all concerned.
    Petition under St. 1852, c. 55, for the dissolution of the Tufts Manufacturing Company, a corporation established at Dudley by St. 1826, c. 108. The petitioners represent that they are a majority of the members of said corporation, and desire that its concerns may be closed ; “that the whole number of shares of the capital stock of said corporation is twenty six; that of this number twenty shares are held and owned by John Jewett of said Dudley; that said Jewett for a number of years past has" controlled the election of officers of the corporation when any election has been held; that at said elections said Jewett has uniformly elected himself agent and clerk of said corporation; that he has for a long time managed the affairs of said corporation according to his own will and choice, regardless of the wishes and interests of the other stockholders; that, according to his statement, for a number of years past the corporation has been doing a losing business; that said Jewett has refused to make any change in the business of the corporation, or to purchase the shares of the subscribers; that if the affairs of said corporation were skilfully and properly managed, it might be made a source of profit to all concerned, while now, whatever may be the case with said Jewett, the course which has been pursued by him for a number of years past is deeply injurious to the interests of the subscribers.”
    The Tufts Manufacturing Company and Jewett demurred to the petition, because it showed no case which entitled the petitioners to relief.
    
      H. Chapin, for the petitioners, was first called on.'
    
      P. C.-Bacon, for the respondents, was stopped by the court.
   Shaw, C. J.

The interests of all the members of a corporation ought to be identical. If these petitioners mean to say that Jewett manages the business against the interests of the corporation, and for his own interest, that would be a fraud, which must be fully set out. His refusal to purchase the shares of the petitioners may have been because they hold them too high. It is not necessary to discuss the limits of the power of this court to dissolve a corporation, which is a very useful and valuable power in many cases. The court are all clearly of opinion that no sufficient reasons are shown for exercising the power in this case. Jewett, owning more than two thirds of the stock, is entitled to the control. The true misfortune of the petitioners seems to be that they are in the minority, and cannot control the majority — the majority in stock vote. They say it has been a losing business; that is true of many other manufacturing corporations. In their judgment it could be managed more profitably; but they have not set out in what particulars Jewett’s plan is wrong or theirs would be better. There is nothing in this petition to show anything illegal or fraudulent on the part of the respondents.

Petition dismissed.  