Appeal from the Circuit Court of Cook County; the Hon. DANIEL
A. ROBERTS, Judge, presiding. Affirmed.
MR. JUSTICE ENGLISH DELIVERED THE OPINION OF THE COURT.
Rehearing denied September 6, 1962.
On motion of defendants, the trial court struck plaintiff's amended complaint as amended. When plaintiff elected to stand on her pleading, the court dismissed the action. Plaintiff appeals.
The complaint seeks to set forth a cause of action, on behalf of a minority shareholder, for the liquidation of an Illinois corporation in the exercise by the court of either statutory or inherent equity authority.
Plaintiff argues that equity has jurisdiction to order liquidation of a corporation, independent of any statutory authorization. The Illinois cases, however, have long and repeatedly declared the contrary of this proposition, so we shall consider the complaint only on the basis of the liquidation authority conferred upon the court by the Business Corporation Act. (Wheeler v. Pullman Iron and Steel Co., 143 Ill. 197, 204, 32 NE 420; Cedar Bluff Cemetery Ass'n v. Zuck, 3 Ill. App.2d 178, 186, 120 N.E.2d 875; Central Standard Life Ins. Co. v. Davis, 10 Ill.2d 566, 572, 141 N.E.2d 321, affirming 10 Ill. App.2d 245, 252, 134 N.E.2d 653.)
The parts of the statute pertinent to this case (Ill Rev Stats c 32, § 157.86(a)(3), (4)) provide:
Courts of equity shall have full power to liquidate the assets and business of a corporation:
(a) In an action by a shareholder when it is made to appear:
(3) That the acts of the directors or those in control of the corporation are illegal, oppressive, or fraudulent; or
(4) That the corporate assets are being misapplied or wasted.
The complaint fills fifty pages of the record. In brief, it alleges:
Defendant corporation was organized in 1933 under a plan of reorganization for a defaulted real estate bond issue. The real estate, which is the principal asset of the corporation, consists of a building containing a theater, nine stores, and a 65-room hotel, located at Clark Street and Drummond Place in Chicago.
The stock consists of 942.5 shares of Class A (ineligible for dividends, and having a value on liquidation of $100 per share), and 1015.2 shares of Class B (ineligible for dividends while any Class A shares are outstanding).
Members of defendant Grundman's family own 517.5 shares of Class A (approximately 55%), and 767.7 shares of Class B (approximately 76%).
Plaintiff owns 15 shares of Class A (approximatey 1.6%), and 6 shares of Class B (approximately .6%). Her shares represent an investment of $1200 in 1951.
During the years in question (1952-1958), defendant Grundman was president, a director and manager of the property; his son-in-law was secretary and a director; and, since 1958, ...