as represented and that with a fifty-stamp mill the mine would produce upward of five thousand dollars a month net. The proposition looked too good to be true, and Anderson hesitated whether to em bark in it. He was suspicious of those giltedged offers. He learned, however, that Ore gon capital was slow to invest in mines, that so many swindles had been perpetrated in floating and wrecking mining corporations that it was difficult in Oregon to get capital to take up a perfectly legitimate proposition. Oregon, moreover, he recalled was not a populous State, and its people did not have large sums of idle capital awaiting invest ment. Anderson finally notified Huston he would accept the proposition on condition that the property was turned over to a Mis souri corporation formed for the purpose, in which he was to have fifty-one per cent, of the stock. This was acceded to, the corporation was formed, the mine was conveyed to it in payment for forty-nine per cent, of the stock, and Anderson turned in his forty thousand dollars in payment for fifty-one per cent, of the stock. Anderson named the board of directors, and kept them subject absolutely to his control. The installation of the fiftystamp mill was begun and the forty thousand dollars was consumed before the work was completed. It was found necessary to bor row ten thousand dollars additional, and by a unanimous vote of the stockholders the board was authorized to mortgage the prop erty for this purpose. Anderson arranged to secure the loan and the mill was finally completed. Much to the surprise of Parsons, McAllis ter and Barker, the mill was now shut down, and all they could learn in response to their inquiries on the subject was that the board deemed it inexpedient at present to operate the property. Anderson finally permitted himself to be put on record to this extent: it would cost a couple of thousand dollars to purchase the tools, food and other supplies
necessary to the operation of the mine if it was to supply a fifty-stamp mill. Large ad ditional sums would have to be expended in enlarging the mess house and quarters for the men. Anderson was unwilling to ad vance these moneys and preferred in any event to await the issuance of a patent to the property from the United States Land Office before investing any further money. He added that the rainy season was still on, the roads, which never were first-class, were now exceedingly muddy, and in fact well nigh impassable. This made it difficult to freight in supplies, and Anderson preferred not to operate the property for the present. Matters ran along for six months; the minority stockholders began to be pressed by their creditors. They called upon and consulted Mr. Huston, their attorney, at Portland. He asked whether there was any money in the corporation's treasury. He was told there was none. He then asked who were the officers of the corporation and learned that they all resided in Missouri, and that the company had no managing agent in Oregon. Mr. Huston told them that if they had any remedy, they must seek it in the courts of Missouri; he called their attention to the well-settled rule of corporate law that the control of all questions of policy was vested in the board of directors. He told them it was at least doubtful whether any court would issue a mandatory injunction requiring these directors to raise the neces sary funds and again run the mine. Thomp son in section 4443 of his Commentaries on Corporations expressly states the rule to be that such injunctions will not be granted by the courts. Huston added that while there was probably some limitation on the prin ciple that the directors werel entitled to de termine whether the business should run, the courts would certainly refuse to interfere un less a clear showing was made of a fraudu lent and oppressive use of their power by the directors. He reminded them that it was
