I concur in the result announced in the opinion of Mr. Justice SHARPE.
I want to know more about the facts, to be informed of the number and real interests of the excluded stockholders, the extent of the injury, if any, suffered by them, their desires in the premises, and whether equity, under proofs taken, can work out their protection in an enforcement against defendants and full command of what plaintiffs must do in their behalf. Defendants were not spokesmen for such stockholders when the contract was made, and their solicitude now about their rights, while belated, may, under proofs, enable the court of equity to do equity to all persons interested.
The large amount involved, the importance of a right decision to everyone interested, and the uncertainty and possible confusion and invitation to future litigation which would follow a holding, upon mere pleadings, that the contract is void, leads me to the view that the demurrer should be overruled, with liberty to defendants to insist upon the same defense, by answer, and to send the issue to proofs.
CLARK, J., concurred with WIEST, J. *Page 624