he was interested personally in the principle declared, and was really sitting as a judge in his own case. This doctrine took such an extravagant form that the rights of the absent stockholder were set up and vindi cated by his representative the judge, in cases where the stockholder had waived those rights himself, through his agents the directors, and otherwise, and in cases where to set them up was simply to sanc tion fraud and strike down the rights of in nocent third parties dealing with companies on the faith of fraudulent representations, expressed or implied, by their directors as to the extent of their powers. The doctrine of ultra vires was in turn almost tomahawked and destroyed by the doctrine of estoppel, — a doctrine which is so large and copious that it can be trotted out on almost any oc casion either to prevent or to confirm a fraud. On this doctrine of ultra vires the judicial pendulum has oscillated so frequently that no lawyer under heaven, no matter how much he has studied the English and Amer ican law of private corporations, can state with any confidence what that doctrine is, or what any court will hold concerning it in its next decision. Twenty-five years ago it was " all the rage " for the Federal courts to open their doors to a single stockholder; and it is still the rage among the little Federal judges whenever they wish to seize, under the pre tence of a diverse state citizenship, the juris diction of protecting, by their injunctions, the proprietors of coal mines, street rail roads, etc., from their striking employes: a jurisdiction which belongs exclusively to the States in the execution of their ordinary criminal laws. Under this doctrine, as it first blossomed out, any irresponsible person could have five shares of the capital stock of a great railway company transferred to him, and could then come into court and bring and maintain a collusive suit in equity to foreclose a railway mortgage, in which the property would be taken into the custody
of the court by a receiver, and operated for years, suspending the right of trial by jury in all cases of damage growing out of its operation, and, in general, substituting the report of a master in chancery and the mere discretion of a single judge for those regular processes which had hitherto passed under the designation of" the law of the land." Nay, more: the Federal judges under took to superintend the departmental officers of state governments in the valuation of railway property for taxation; and the spec tacle was presented of the work of a State Board of Equalization revised by a Master in Chancery of the United States Circuit Court. Then came the case of Hawest'. Oakland,' in which it was decided that a single stock holder could not come into court and file a bill in equity to redress grievances which, in the ordinary course of procedure, are prop erly redressed in an action by the corpora tion itself, without alleging and proving that its officers were committing breaches of their trust, and that the stockholder had ex hausted all his remedies within the corpora tion in endeavoring to induce them to be have themselves in their offices. That doc trine, for a time, became " the rage," and every State court echoed it, and some of them are still echoing it. But it was found that it went too far for all cases. The gross injustice of turning a stockholder out of court because he had not presented a peti tion to a board of directors, which consisted merely of a conspiracy of knaves engaged in wrecking the corporation, asking them to bring an action against themselves, soon became apparent, and several courts have got back to the principle that there is no sense in requiring a stockholder to make a showing that he has endeavored to induce the official knaves in control of the corpora tion to sue themselves to remedy their own knavery, in order that he may maintain an action in equity to set that knavery at rights.-' 1104 U. S. 450, 460. 2 4 Thomp. Corp. § 4504.
