Majority
p. 459ZIMMERMANN v. JEWETT.
Headnote
The same. Validity as against non-d&positing stockholders.] A holder of stock not included in such an arrangement cannot maintain a suit to enjoin the trustees from voting on stock which has been deposited ; though it would be otherwise if the object of the agreement were illegal,—to vest control in a person not otherwise interested in the company.This caso was heard with the case of Griffith v. Jewett, above stated, and differed from it only in the fact that the plaintiff sued as the owner of stock which was not included in the trust agreement.
The court held that the attempted irrevocable character of the arrangementbeing separable, the arrangement was legal as assenting stockholders did not object : and the power to revoke could only be exercised by those who had assented. The court distinguished Hafer v. N. Y., Lake Erie & Western R. R. Co., above cited [p. 454], as a case where the right “ was conferred on a party not otherwise interested in the road,” and the principal object of the contract was illegal, and one not a party to it was entitled to an injunction because its effect was to remove the control of the company entirely away from the stockholders.