[George et al. v. Central Railroad & Banking Co. et al.] of said lease, which is made an exhibit to their bill, is not demurrable on the ground that said lease was valid and not contrary to law. 3. Demurrer to an entire bill.-A demurrer to a bill in equity as a whole can not be sustained, if, for any equity apparent in the bill, the complainants are entitled to relief. 4. Injunction against a railroad corporation voting stock in another railroad corporation.-Where one railroad corporation has purchased a majority of the stock of another railroad corporation, with the intent and purpose of getting the management and control thereof, in order to defeat or lessen competition in the businesses of the two companies, or to encourage monopoly, and the corporation owning the majority of the other's stock violates duties in respect of the property and rights of the other company and its stockholders, committing willful wastes and subjecting said company to a multiplicity of suits, a court of equity will interfere, by an injunction at the suit of a minority of the stockholders, to restrain the said corporation owning the majority of the stock from the use of said stock in the management of the affairs of the other corporation and in the election of its officers. 5. Same; jurisdiction of court of equity notwithstanding property in the hands of a receiver.-In a bill filed to enjoin a railroad corporation owning a majority of the stock in another railroad corporation from voting its stock in the management of the affairs of the latter company, and in the election of its officers, the jurisdiction of the court is not ousted, and the right to grant the relief prayed for is not effected, by the fact that the road whose stock is controlled by the other corporation is in the hands of a receiver, appointed by other courts. 6. Same; laches.-Where a bill is filed by stockholders in a corporation to enjoin another corporation owning a majority of the stock of the former corporation from voting its stock in the control of the affairs and in the election of the officers of the said corporation, the fact that the complainant stockholders, after full knowledge of the grounds of complaint alleged in their bill, or full opportunity to ac7quire such knowledge, acquiesced in the acts complained of for more than six years, does not debar them from having enjoined such use of the stock in the future. 7. Injunction against a corporation at suit of stockholders; previous request to directors for action.-A minority of the stockholders of a corporation can not maintain a bill in equity to prevent illegal action on the part of the majority, without a previous request to the proper officers to interfere, and their failure or refusal to do so; but when it is shown that a majority of the stock of said corporation is owned by another corporation, which practically creates and controls the managing and governing bodies of said corporation, the necessity for such a demand upon the governing body is dispensed with, as any such demand would be fruitless. VOL. 101. [George et al. v. Central Railroad & Banking Co. et al.] APPEAL from the Chancery Court of Bullock. The bill in this case was filed on October 25, 1893, by the appellants against the appellees. The allegations of the bill, the relief prayed for, and the grounds of demurrer are sufficiently stated in the opinion. The appeal is prosecuted by the complainants, who assign as error the decree of the chancellor sustaining the demurrers interposed. GEORGE F. MOORE, for appellants.-1. The holding and use by the Central company of the majority of the capital stock of the Girard company for the purpose of controlling and managing it under the circumstances shown in the bill, was and is a continuous wrong and threat of injury to the minority stockholders, and gives the bill equity without reference to the lease.-M. & C. R. R Co. v. Woods, 88 Ala. 630, 7 So. Rep. 108; Central R. R. Co. v. Collins, 40 Ga. 582; Am. Refrigerating Co. v. Linn, 93 Ala. 612-13, 7 So. Rep. 191. 2. The court erred in holding that the State chancery court had no jurisdiction of the case. The statement that "the property is in the hands of a receiver," which is incorporated in this demurrer, is not found anywhere in the bill. On the contrary, it is stated in the bill that the courts of the United States had never taken jurisdiction over the Girard road. "A demurrer to a bill in equity must be based on matter apparent on the face of the bill, and can not be supported by any new fact or foreign matter alleged by the defendant."-Bromberg v. Heyer, 69 Ala. 22; Ramage v. Towles, 85 Ala. 588, 5 So. Rep. 342; Knox v. Childersburg Land Co., 86 Ala. 182, 5 So. Rep. 578; Manning v. Pippen, 86 Ala. 362, 5 So. Rep. 572. But if the bill had shown that the property of the Girard company was in the hands of a receiver, this fact would not have ousted the jurisdiction of the court in this case. The State court would have denied the prayer of the bill for the appointment of a receiver, and ordered that the possession of the receiver should not be disturbed, but this in no way interfered with the jurisdiction of the court to enjoin the illegal use of stock, to take an account and have the lease cancelled.-Gay, Hardie & Co. v. Brierfield Co., 94 Ala. 303, 11 So. Rep. 353; Wyatt v. O. & M. R. Co., 10 Brad. (Ill.) 291; O. &' [George et al. v. Central Railroad & Banking Co. et al.] M. R. Co. v. Russell, 23 Amer. & Eng. R. R. Cases, 149; Gluck & Becker on Receivers, § 7, page 23. 3. The reasons shown by the allegations of the bill why complainant did not demand the board of directors of the Girard company to institute the present suit constituted a sufficient excuse for not making such demand. Mack v. De Bardelaben Co., 90 Ala. 400, 8 So. Rep. 150; Rothwell v. Robinson, 39 Minn. 1. The Central company, by reason of its ownership of the majority stock in the Girard company, could control both sides of any litigation instituted against it, unless the use of its said stock is restrained. Under such circumstances, a demand on directors elected by that company would be not only useless, but absurd.-Knoop v. Bohmrich, 36 Amer. & Eng. Corp. Cases, 315; Bickerhoff v. Bostwick, 88 N. Y. 59; Menier v. Hooper, 9 Ch. Ap. Cases 350; 2 Pomeroy's Eq. Jur., § 1095, pp. 162-7-8. 4. The court erred in holding that complainant had been guilty of laches in instituting the present suit.Board v. Lafayette R R. Co., 50 Ind. 112-113; Campbell's Appeal, 80 Pa. St. 301; Cook on Stocks and Stockholders and Corporation Law, §§ 729, 731, 732. 5. The court erred in decreeing that the lease of 1886 was a valid and subsisting contract. The said lease shows on its face that it was not executed in accordance with the provisions of the statute.-Code, § 1586; M. & C. R. R. Co. v. Grayson, 88 Ala. 576, 7 So. Rep. 122; Penna. Co. v. St. L., A. & C. R. R. Co., 118 U. S. 317. The Central company was prohibited by the fundamental law of the State which created it from accepting that lease, or from buying or using the majority of the stock in the Girard company for the purpose of encouraging monopoly or lessening competition.-Rowena Clarke r. Central Co., 50 Fed. Rep. 338; Langdon v. Branch, 37 Fed. Rep. 449; Central R. R. Co. v. Collins, 40 Ga. 582 ; M. & C. R. R. Co. v. Woods, 88 Ala. 630, 7 So. Rep. 108; 101 U. S. 71; 67 N. H. 537. 6. The appointment of a receiver does not prevent a stockholder from bringing an action against the corporation of which he is a member and another. See authorities cited supra; also 7 Daly, 273; 10 Bradwell (Ill.) 291, 14 Wall. 383. The bill shows that the Girard company was never made a party to the proceedings in the United States courts, and any order appointing a [George et al. v. Central Railroad & Banking Co. et al.] receiver over its property in a suit to which it was not a party is a nullity.-High on Receivers, § 84; Gravenstine's Appeal, 49 Pa. St. 310; Baker v. Backus, 32 Ill. 96; Beach on Receivers, § 413. P. B. MCKENZIE, for appellant, also filed a written. argument discussing the several grounds of demurrer. LAWTON & CUNNINGHAM, for Central Railroad & Banking Co.-The gravamen of the bill in this case is the illegality of the lease of the Mobile & Girard Railroad Company by its board of directors to the Central Railroad & Banking Company of Georgia. The Central Railroad & Banking Co. of Georgia was chartered by the legisla ture of Georgia, December 14, 1835 (Acts 1835, p. 217), and under the act of the legislature of Georgia of 1852, approved January 22, (Acts 1852, p. 119), the Central railroad was authorized to lease any railroad that then or thereafter should connect with it. The Central railroad having this power to lease the connecting railroads under the act of 1852, there is nothing in the constitution of Georgia that can destroy or abridge it, and the said lease is not contrary to the public policy of the State of Georgia.-Code of Georgia, § 1689; Smith v. DuBose, 78 Ga. 435; Central R. R. v. Mayor &c. Macon, 43 Ga. 615. Even if the lease was illegal, it can not avail complainants, for they have acquiesced therein for six years, with full knowledge of the fact, and are estopped.-Cozart v. Ga. R. R. Co., 54 Ga. 383; Alexander v. Searcy, 8 S. E. Rep. 630; Phosphate Co. v. Green, L. R. 7 Com. Pl. 43; Kelley v. Newburyport &c. R. R., 24 Amer. & Eng. R. R. Cases, 27; Taylor v. S. & N. Ala. R. R. Co., 13 Fed. Rep. 152; Sheldon Hat &c. Co. v. Eickemeyer &c. Co., 90 N. Y. 607; 2 Herman on Estoppel, § 1136, p. 1323; Cook on Stockholders, § 731; Beach on Priv. Corp., § 431; 2 Morawetz on Corp., §§ 631, 632, 633. Stockholders who wish to sue for the corporation must. show some reason why the corporation will not sue for itself. A mere allegation that the majority of the stock is held by another will not suffice to excuse the application to the directors.-Tuscaloosa &c. Co. v. Cox, 68 Ala. 71; Nathan v. Tompkins, 82 Ala. 437, 2 So. Rep. 747; M. & C. R. R. Co. v. Woods, 88 Ala. 630, 7 So. Rep. 108; Tutwiler v. Tuscaloosa &c. Co., 89 Ala. 391, 7 So. Rep. 398; [George at al. v. Central Railroad & Banking Co. et al.] Mack v. De Bardelaben &c. Co., 90 Ala. 400, 8 So. Rep. 150; Hawes v. Oakland, 104 U. S. 460; Huntington v. Palmer, 104 U. S. 482; Quincey v. Steele, 120 U. S. 241; Dannmeyer v. Coleman, 11 Fed. Rep. 97 (10); Detroit v. Dean, 106 U. S. 537-542. PEABODY, BRANNON, HATCHER & MARTIN, for Mobile & Girard Railroad Co.-The ulterior object of complainants is to avoid and set aside the lease made by the Mobile & Girard Railroad Company to the Central Railroad & Banking Company of Georgia of all their property and franchises. The immediate object is to have a receiver appointed by the chancery court of Bullock county to take possession of the Mobile & Girard railroad, and operate the same pending the litigation. It appears from the allegations in the bill that at and before the filing of the same the Central Railroad of Georgia was in the hands of H. M. Comer, as receiver, appointed by the chancery courts both of Georgia and Alabama, and that he also was in possession of the property of the Mobile & Girard railroad as a part of the property of the Central railroad under this lease. Hence the chancery court of Bullock county could not disturb the possession of the receiver appointed by the U. S. court.-Beach on Receivers, par. 226, 213; 102 U. S. Rep. 256, 2 Wallace. 609; 24 Howard 450; 21 Howard, 506; 3 Wallace, 334, 2 Woods, 618. It is true that complainant denies the regularity of this appointment, but the right of the receiver to hold possession can not be collaterally attacked.Comer v. Bray, 83 Ala. 217, 3 So. Rep. 554. Nor can it be attacked or his possession disturbed when he is not made a party to the proceedings.-8 Paige (New York Ch.) 566; 2 Woods, 626. While no leasehold estate can be created in Alabama for a longer term than twenty years, yet a lease for 99 years is good for twenty years, and as this lease was made in 1887 it still has several years to run.-Code, $ 1855; Pope v. Pickett, 65 Ala. 487; Robertson v. Hayes, 83 Ala. 290, 3 So. Rep. 674; Trammell v. Chambers Ño., 93 Ala. 388, 9 So. Rep. 815. HEAD, J.—This bill is exhibited by C. S. Lee and Fannie M. George, citizens of Alabama, and stockholders in the Mobile & Girard Railroad Company, against |