Webb v. Ridgely

Brent, J., delivered the opinion of the Court. The object of the bill in this case is to restrain by injunction William P. Webb and others from voting certain shares of stock, at the annual election of directors of the Baltimore and Liberty Turnpike Company, which it is charged were colorably and without consideration, transferred by said Webb to divers persons, who are named in the bill, with the fraudulent intent of evading the fourth section of the charter of the Company, (Act of 1860, ch. 274,) which provides that each stockholder shall be entitled to one vote for each share of stock held by him, not exceeding tioenty-votes in all. The Court below passed an order granting the injunction as prayed, from .which the appellants, after filing their answer, have taken the present appeal. The only question before this Court, as it was before the Court below, is whether the bill presents sufficient grounds for the interposition of a Court of Equity by way of injunction.

The first objection to the bill is, that it contains no prayer for process by way of injunction. There is no doubt under the established rules of Equity pleading, that in order to obtain a preliminary injunction there must be a formal prayer for such process, for although a bill may pray for relief by way of injunction, yet if it does not pray for the process of injunction, the process will not be granted. 4 Paige, 248 ; 2 Md. Chan. Decs., 467 ; Story’s Eq. Plea., sec. 44; Hilliard on Injunc., p. 53, sec. 126.

But we do not think, upon an examination of the present bill, that it is liable to this objection. It is true that the injunction is not asked for in the prayer for process of subpoena; but in a clause of the bill immediately preceding and after the prayer “ for relief ³⁶⁹ by the writ of injunction.,” the following application is found set out: “Wherefore your orators pray that the writ of injunction may issue, prohibiting the said Abner Webb” and others specially named, “from voting the said stock, at the ensuing election to be held on the 10th inst., in person, and the said William P. Webb, the president of said Company, C. H. G-undersdorff, the secretary, and the directors of said Company, their officers, agents or servants, from voting the said stock by virtue ol‘ any power of attorney to them from the above fraudulent transferrees, and prohibiting the judges of election from receiving any of said votes, which may be tendered in person or by virtue of any power of attorney which may be executed as aforesaid.” We do not understand that the bill could contain a more formal prayer than this for process by way of injunction ; and we can see no reason, and know of no authority why such a prayer should necessarily be included in the prayer for process of subpoena. If the prayer is sufficiently set forth in the bill, it is all that equity pleading requires, and it is unimportant whether it is made a separate prayer, as in the bill in this case, or is united with the ordinary prayer for subpoena. The next objection to the order granting the injunction is, that the bill charges that certain persons named therein “are the fraudulent transferrees, so far as appears from a list of the stockholders furnished by the said Webb to your orators, and taken from the books of said Company,” while the list is not produced and filed as an exhibit with the bill.

This list is in no way material to the granting of the injunction. In the case of Campbell & Voss vs. Foultney, Ellicott & Co., 6 G. & J., 94 , the names of the fraudulent transferrees were not set out, yet the injunction as granted by the County Court was sustained. The foundation of the equity of the complainants in this bill is in the transfer colorably and without consideration of the ³⁷⁰ stock of the Company, with the fraudulent intent ofjl evading the charter of the Company, and of controlling thereby an election for directors. The parties named are only stated to be stockholders as appears by the list furnished, hut it is not charged that the list furnishes any proof of the fraudulent transfer. ■ If they are not stockholders, they are not injured by the injunction; and if they are stockholders, the fraudulent transfer of the stock to them, is matter of proof upon the final hearing.

The cases cited by the appellants are materially different from this. In each of them, the paper, which was not exhibited with the bill, went to the foundation of the application for an injunction. In the present case, the list is hut a copy, from the books cff the Company, of the names of certain