Joseph F. Moreland, Inc. v. Moreland

Urner, J., delivered the opinion of the Court. The appellant, Joseph F. Moreland, Incorporated, was organized in May, 1931. It was- chartered to acquire and use for cemetery purposes a tract of land, containing thirty acres, located in Baltimore County, and known as Moreland Park Cemetery. By an amendment to the charter in October, 1931, the corporation was empowered to acquire additional land, not exceeding one hundred acres, for enlarging the cemetery, and to engage in general real estate business.

The ground subsequently devoted by the corporation to cemetery uses was conveyed to it by Joseph F. Moreland in consideration of the issue to himself, his wife and daughter, of almost all of the authorized capital stock. Mr. Moreland, his wife, and his ste’pson-in-law, were the directors of the corporation -and controlled its activities until October, 1937, when new directors were elected. In November, 1932, the Moreland Real Estate Company was incorpo ¹⁴⁷ rated. Its stock is held exclusively by Joseph F. More-land and his wife and daughter.

In this suit it is alleged that, while they were also in control of the appellant corporation, they sacrificed its interests for their own advantage, partly through transactions in which both of the companies dominated by them were involved. Numerous allegations to that effect are contained in the pending bill of complaint of Joseph F. Moreland, Incorporated, against Joseph F. Moreland, his wife, daughter, stepson-in-law, and the Moreland Real Estate Company, as defendants. The principal charges are that the defendants had caused most of the plaintiff’s cemetery and other property to be conveyed to the Moreland Real Estate Company; that Joseph F. Moreland had contracted for and retained for his sales services an unduly large share of the money realized from the sale of lots ; that large amounts of stock of the plaintiff corporation were unwarrantably issued; that a mortgage indebtedness against it was improperly created; and that its corporate name is being wrongfully used by the defendants in competing operations. The bill of complaint concluded with prayers for an accounting, the cancellation of a contract, the surrendering of a deed and a mortgage, the delivery of corporate records, and for an injunction against advertisements by the defendants for the sale of lots in the Moreland Park Cemetery.

No preliminary injunction was sought when the bill was filed on February 14th, 1938, but on the 26th of the next month, by a petition which was stipulated at the hearing below to be considered as if embodied in the bill, the plaintiff prayed that an injunction be forthwith issued, pending the trial of the suit, restraining the defendants from operating under the name of the Moreland Memorial Park Cemetery, or the Memorial Park Cemetery, from attempting to convey, or accepting purchase subscriptions for, any of the lots involved in this