268 Mass. 126

February 6, 192 - June 27, 1929.

Present: Pierce, Carroll, Wait, & Field, JJ.

A. Berenson, B. Berenson, & T. W. Morris, for the plaintiffs.

C. W. Proctor, for the defendants Post and others.

G. H. Mirick, A. W. Blackmer, & C. B. Pugg, for the defendant Heslor.

WAIT, J. The plaintiffs appeal from an interlocutory decree of the Superior Court sustaining demurrers to their bill in equity, and from a final decree dismissing the bill entered after the plaintiffs had had opportunity to amend their bill but had filed no amendment.

The allegations of the bill, which is very long, need not be stated in detail. They disclose the pendency of controversy with regard to the plaintiffsâ?? claim to be the legally chosen directors of the Triplex Gold Mines, Limited, a corporation organized under the laws of the Province of Ontario in the Dominion of Canada, and with regard to the legality of a meeting of alleged shareholders held at Worcester on June 2, 1928. They disclose further, that litigation in which the corporation and others of the parties herein are parties, begun in 1922, is pending in the courts of said Province affecting rights as shareholders of the parties plaintiff and defendant, or some of them, material to the issues of this bill, which would be in issue were this bill to be heard on its merits; and that matters vitally affecting Triplex Gold Mines, Limited, and its management by one body or another of persons whose status as stockholders has not been finally ascertained by any court, are involved, which depend, in part at least, upon the corporation laws of said Province. The bill, among other things, seeks from courts of Massachusetts an adjudication that the plaintiffs are the duly elected directors of Triplex Gold Mines, Limited, and orders placing the books and control of its business in their hands, restraining the prosecution of litigation in the courts of Ontario, restraining action by the defendant Post in obedience to orders made by courts of Ontario or elsewhere, and establishing alleged rights of Triplex Gold Mines, Limited, against certain defendants. In substance it asks the court of Massachusetts to interfere with pending litigation in the courts of Ontario and to ad-indicate with

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regard to the internal affairs of a foreign corporation.

The bill was filed August 9, 1928. Defendant Heslor demurred on August 23. The corporation on August 22 filed a plea to the jurisdiction, alleging it had no usual place of business in Massachusetts and was not engaged in doing business within the jurisdiction of the Commonwealth. An order of notice to show cause why a temporary injunction should not issue was heard on or about August 25; and, on August 25, the Superior Court restrained temporarily defendants either as stockholders, officers or employees of Triplex Gold Mines, Limited, from calling any adjourned meeting of the meeting of June 2, 1928, for the purpose of casting any cloud on action taken at the meeting of June 2, or for purpose of electing officers or directors of Triplex Gold Mines, Limited, for the year beginning June 2, 1928. On September 4, the remaining defendants filed a demurrer. Some time prior to October 5, the demurrers were argued and sustained on the grounds that the proper remedy in a contested corporate election was mandamus; that the bill was multifarious; and that jurisdiction should be declined because the controversy ought to be settled in the courts of the domicil of the corporation.

No extended discussion is necessary. The law is settled that the courts of this Commonwealth may properly refuse to pass upon a controversy relating in substance to the interna! management and control of a foreign corporation, even if individual officers or stockholders are domiciled in Massachusetts. Wason v. Buzzell, 181 Mass. 338. Electric Welding Co. Ltd. v. Prince, 195 Mass. 242, 256. It is especially fitting that they so refuse where litigation, dealing in large part with matters likely to be in issue in the proceedings sought to be instituted here, is already pending in the courts of the corporationâ??s domicil; see Kimball v. St. Louis & San Francisco Railway, 157 Mass. 7; and, above all, where they are asked to forbid obedience to orders of the courts of the domicil. Andrews v. Mines Corp. Ltd. 205 Mass. 121, presents utterly different considerations, and is not controlling.

The action of the Superior Court in granting a temporary injunction at a date before complete pleadings were required by rule or order of the court, is not such assumption of jurisdiction to retain and try the merits of the bill of complaint that the court may not, at any later time, refuse jurisdiction.

Decree affirmed with costs.