(d) The report as to the affairs of the company was not prepared until November 26, 1947.
(e) The report of the status of the company was not submitted to the shareholders until December 9, 1947.
(f) The Board of Directors on November 3, 1947, fixed January 12, 1948 for the annual meeting of the shareholders.
(g) The last mentioned action of the Board of Directors was rescinded on December 4, 1947, and the annual meeting of the shareholders was set for January 21, 1948.
(h) The President of the company had died on November 29, 1947, and this event certainly should have prompted the annual meeting of the shareholders to be held at the earliest possible date.
(i) At a meeting of the Board of Directors on January 5, 1948, the action which fixed the meeting for January 21, 1948, was rescinded and the meeting set for February 16, 1948.
(j) The plaintiff was denied a stockholders' list although he agreed to pay for the same and gave the detailed reasons for his request, which made impossible the securing of the names and addresses of the stockholders a reasonable time before the meeting set for February 16, 1948.
Where it has been shown in advance of the annual meeting of the stockholders of a corporation that by reason of fraud, violence or other unlawful means a fair and honest election cannot be held, the courts of equity should intervene to supervise and control corporate elections. Jenkins et al. v. Baxter et al., 160 Pa. 199, 28 A. 682.
The relief sought in the present case calls for an extraordinary process. It is the rule of this Circuit and in the Commonwealth of Pennsylvania that the power to grant the extraordinary remedy of injunction should be exercised by courts with great caution and applied only in very clear cases. Barker Painting Co. v. Brotherhood of Painters et al., 3 Cir., 15 F.2d 16; Murray Hill Restaurant, Inc., v. Thirteen Twenty One Locust, 3 Cir., supra.
The object of a preliminary injunction is simply preventive, to maintain things as they are until the rights of the parties can be considered and determined after a full hearing. It is designed to compel the party against whom it is granted to maintain his status merely until the matters in dispute shall by due process of the courts be determined. Audenried v. Philadelphia & Reading Railroad Co., 68 Pa. 370, 8 Am.Rep. 195; Fredericks et al. v. Huber et al., 180 Pa. 572, 37 A. 90; Warner Bros., Inc., v. Gittone, supra; Ball v. Paramount Pictures, Inc., D.C., 57 F.Supp. 505; Commonwealth v. Cohen, 150 Pa.Super. 487, 28 A.2d 723; Pennsylvania Public Utility Commission v. Israel et al., 356 Pa. 400, 52 A.2d 317; Mahoney Twp. Authorities v. Draper et al., 356 Pa. 573, 52 A.2d 653.
It is also necessary for the plaintiff to show irreparable loss resulting from an interference with rights previously enjoyed by the plaintiff. Warner Bros., Inc. v. Gitton, supra.
Irreparable loss resulting from refusal to accord the plaintiff a new status as distinguished with interference of rights previously enjoyed by him does not furnish the basis for interlocutory relief. I believe in the instant case the last actual noncontested status which preceded the pending controversy was the calling of the meeting of the stockholders for the election of a Board of Directors. The irreparable loss which would be sustained by the plaintiff if the interlocutory relief were not granted is the interference with the rights which the plaintiff previously enjoyed to have full and complete access to the records of the company, which set forth the names and addresses of the various shareholders, a sufficient length of time in advance of the annual meeting of the stockholders, to enable him to communicate with the stockholders as to the conditions and status of the company.
The question must, therefore, be approached from a common sense, sound, fair and impartial standpoint. The ultimate aim to be achieved or the conclusion to be reached is -- What will secure or bring about a free and full expression of the will of the stockholders?
The answer in this case can be reached without a minute's hesitation after consideration is given to the facts and the applicable principles of law. A change in the management or the administration of the affairs of the corporation might be the answer to prevent great and continued financial loss to the shareholders. The will and desire of all possible shareholders should be considered, and this cannot arise without the intervention of the Court.
I believe the facts in this case require the Court, in the exercise of its equitable powers, to grant the preliminary injunction for a limited period of time in order to make positive that a fair election of directors will be held by the stockholders.
An appropriate Order will be filed.