meeting, then such action is the management of the internal affairs of the corporation. It may not be in all cases easy to draw a clear line of distinction between the acts of a corporation relative to its internal management and those which are not, but that is not true here. The acts here complained of are clearly and definitely acts of a corporation relating to its internal management.
In Rogers v. Guaranty Trust Company of New York, et al., 1933, 288 U.S. 123, 130, 53 S. Ct. 295, 297, 77 L. Ed. 652, 89 A.L.R. 720, it was said by Mr. Justice Butler,: 'It has long been settled doctrine that a court- state or federal- sitting in one state will, as a general rule, decline to interfere with, or control by injunction or otherwise, the management of the internal affairs of a corporation organized under the laws of another state but will leave controversies as to such matters to the courts of the state of the domicile. Wallace v. Motor Products Corp., 6 Cir., 25 F.2d 655, 658; Chicago Title & Trust Co. v. Newman, 7 Cir., 187 F. 573, 576; Eberhard v. Northwestern Mutual Life Ins. Co., D.C., 210 F. 520, 522; Powell v. United Association, 240 N.Y. 616, 148 N.E. 728; Sauerbrunn v. Hartford Life Ins. Co., 220 N.Y. 363, 371, 115 N.E. 1001; Jackson v. Hooper, 76 N.J.Eq. 592, 604, 75 A. 568, 27 L.R.A.,N.S., 658; Guilford v. Western Union Telegraph Co., 59 Minn. 332, 340, 61 N.W. 324, 50 Am.St.Rep. 407; Kimball v. St. Louis & S.F. Ry. Co., 157 Mass. 7, 31 N.E. 697, 34 Am.St.Rep. 250; Hogue v. American Steel Foundries, 247 Pa. 12, 15, 92 A. 1073; Babcock v. Farwell, 245 Ill. 14, 33 et seq., 91 N.E. 683, 137 Am.St.Rep. 284, 19 Ann.Cas. 74; Clark v. Mutual Reserve Fund Life Association, 14 App.D.C. 154, 179, 180, 43 L.R.A. 390; North State Copper & Gold Mining Co. v. Field, 64 Md. 151, 20 A. 1039. Cr. Burnrite Coal Briquette Co. v. Riggs, 274 U.S. 208, 212, 213, 47 S. Ct. 578, 71 L. Ed. 1002.'
In Overfield v. Rennroad Corporation et al., 3 Cir., 1940, 113 F.2d 6, 11; Jones, Circuit Judge, said: 'Concededly, a Pennsylvania court of equity will not entertain jurisdiction of a stockholder's suit involving the management of the internal affairs of a foreign corporation but will leave such matters to the jurisdiction of a court of the corporation's domicile. That such is the Pennsylvania rule admits of no dispute.'
In this district, in Aston et al. v. O'Carroll et al., D.C. 1946, 66 F.Supp. 585, 586, Judge Leahy, in the opinion, said: 'The primary relief sought is a determination as to who are proper directors and was the last stockholders' meeting validly held. These questions are so manifestly concerned with the internal affairs of the defendant company that little room is left for argument. This court, like the state courts of Pennsylvania, does not exercise visitorial powers over foreign corporations under such circumstances. Hopkins v. Great Western Fuse Co., 343 Pa. 438, 22 A.2d 717; Kelly v. Brackenridge Brewing Co., 318 Pa. 254, 178 A. 487.'
The plaintiffs rely principally on the case of Williams et al. v. Green Bay & Western Railroad Co., 1946, 326 U.S. 549, 66 S. Ct. 284, 287, 90 L. Ed. 311, in support of their contention that this Court has jurisdiction of this cause. The Williams case is certainly not controlling here. The suit was brought in the Williams case against the Green Bay & Western Railroad Co. to recover amounts alleged to be due and payable under debentures out of earnings. That, of course, is not this case, and, in the Williams case, the Supreme Court in the opinion said: 'The nature of the problem presented and the relief sought might be of controlling significance in inducing the federal court in New York to remit the parties to Wisconsin.'
I have carefully considered the cases cited by plaintiffs in their brief. The facts in those cases differ from those in the present case, and the conclusions reached are not inconsistent with the conclusion as to jurisdiction reached in this case.
For the reasons set forth in this opinion, the temporary restraining order issued on the 10th day of May, 1950 will be dissolved, and the action will be dismissed.
Now, May 12, 1950, the temporary restraining order issued in this case on the 10th day of May, 1950 is dissolved, defendants' motion to dismiss the action is sustained, and the action is dismissed.
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