Triesler v. Wilson

Pearce, J., delivered the opinion of the Court. Christian G. Triesler and six others, members of the Mutual Life Insurance Company of Baltimore, filed a petition in the Court of Common Pleas of Baltimore City for a mandamus against the respondents, alleging that at a regular election for directors of said company, four of the.petitioners were in nomination as directors upon one ticket and the four respondents were in nomination upon another ticket; that in pursuance and execution of a conspiracy to defeat the will of the majority of the electors of said company, and to prevent a fair and free expression of the choice of the voters offering to exercise their rights as members and electors, certain members of the company, interested in respondents’ ticket, did by artful, fraudulent and corrupt devices, at said election, so interfere with and manipulate the conduct thereof, ¹⁷⁶ that though according to the actual tender of votes by lawfully qualified electors, there was a majority of not less than 37 votes for petitioners’ ticket, yet by means of such manipulation and fraudulent actions the election was counted or declared to have resulted in favor of respondents’ ticket. The. petition further alleged that said fraudulent count was accomplished by the rejection of the proxies of some 15 electors who offered to vote for petitioners’ ticket and counting or declaring said proxies instead as cast in favor of respondents’ ticket, by rejecting some four other votes lawfully tendered for petitioners’ ticket, and by permitting some two persons who were not lawful electors, to cast votes for respondents’ ticket; that the result of the voting as falsely announced was 63 votes for respondents’ ticket, and 61 votes for petitioners’ ticket; whereas upon a true and honest count the result is 65 votes for petitioners’ ticket and 48 votes for respondents’ ticket; that 15 lawful proxies in writing were fraudtilevtly rejected, and some unlawful proxies in writing were fraudulently deposited in their place, the effect of which changed the result of the election ; that respondents have wrongfully entered upon office as directors, and are exercising and controlling the concerns of the company to the exclusion of the petitioners, who are rightfully entitled thereto; that the company was, and is, a prosperous business concern, but that the corrupt and fraudulent installation of respondents as directors and managers is a serious menace to the welfare and prosperity of the company. The prayer of the petition is for a mandamus commanding respondents to vacate the office of directors and to yield the possession thereof to the petitioners.

The respondents answered denying that said election was attended, or its result affected by fraud, conspiracy or any other form of misconduct on the part of any persons whatsoever. Respondents also set forth a certificate from the judges of said election showing the election of respondents, and made in pursuance of the following by-law: “ Prior to the regular annual election, the board shall ap ¹⁷⁷ point three persons to be judges thereat. They shall judge of the qualifications of all voters, and the sufficiency of all proxies offered, and their decision shall be final and conclusive in all cases. They shall deposit their certificate of the result of the election with the secretary of the company which by-law and certificate they pleaded in bar of all relief prayed in the petition.

Issue was joined, and it was agreed by the parties that the by-law was correctly set forth, and the certificate was made and deposited, as stated, and that no one of the judges was a member of the company. The case was tried before the Court without a jury, and the Court (Judge Dennis) passed an order declining to admit or hear any proof in support of the allegations of the petition, and dismissed the petition and gave judgment for the respondents, stating in the order that it appeared it had been formerly ruled in one of the Courts in Baltimore City that such facts constitute a bar to the relief prayed, and that ini accordance with the usage in that judicial circuit the Court deemed itself bound to follow the precedent of this ruling. The only matter, therefore, for our determination, is whether in this proceeding the