
    DIRECTORS’ LIABILITY.
    [Lucas Circuit Court,
    January Term, 1893.]
    Bentley, Haynes and Scribner, JJ.
    Fanny B. Bond v. Isaac N. Poe et al.
    Not Personally Liable to Stockholders for Losses.
    The directors of a corporation organized to manufacture woodenware will not be held liable personally for losses sustained by the addition of the manufacture of sewing machines if they acted in good faith and the stockholders for years knew and acquiesced therein.
    Appeal from Lucas Common Pleas.
   'Haynes, J.

The plaintiff brings this suit in behalf of herself and other stockholders of the Union Manufacturing Co., 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 thereinafter 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 woodenware 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 acquiesed therein, and that the errors in its management were those of judgment and were committed while the defendants were acting in good faith and therein 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 m damages personally, entered a decree in avor oi the defendants.  