Whatever may be the rights and equities of the respective parties to this bill, upon the final hearing of the cause, it would be premature for this Court now to decide. There are two errors assigned to the judgment of the Court below: First, in overruling the demurrer to the complainants’ bill. Second, in dissolving the injunction upon the filing of the answers of the defendants. Was the demurrer to the complainants’ bill properly overruled ? The complainants are stockholders in the Upson County Railroad Company, and therefore, have an interest in it. By the 4th section of the Act of 1860, it is declared, “That the said Upson Railroad Company shall have power, and they are hereby authorized to lease, rent, or sell its said railroad, its appurtenances and franchises, to any other incorporated railroad company of this State, and the incorporated company leasing, renting; or buying the same, shall succeed to all the rights, privileges and immunities to which the said Upson County Railroad Company are entitled under this act, and no more.” See Acts, 1860, page 200. It will be perceived that by this section of the charter the Company are limited in leasing, renting, or selling the l’oad, its appurtenances and franchises, to some other “ incorporated Railroad Company in this State.” The main ground of equity alleged and set forth in the complainants’ bill is, that the Company, through its President, have invited proposals for the purchase of the entire road of the Company, with its franchises, rights and privileges, and also distinct proposals for the purchase of the iron alone, or any part of it, to be delivered at Barnesville. The proposals made by the President of the Road for the purchase thereof, is attached to the complainants’ bill as an exhibit, and is as follows:
- “The Upson Railroad Company: Thg stockholders of said Company, at a meeting held on the 2d day of July, 1867, having authorized and required the President and Directors of the Company to take such measures as they might deem best to wind up the aifairs of the Company for the benefit of the stockholders, and the Directors of the Company having, *649in obedience to said resolution, required the undersigned President of said Company to open a correspondence with such persons as he may deem, advisable for the sale of the Boad of the Company, with all its effects, both real and personal, I therefore offer to receive proposals until the first day of September next, for the purchase of the entire Boad of the Company, with its franchises, rights and privileges, and one locomotive, a lot of old wheels, and scrap, iron. The Boad extends from. Thomaston to Barnesville, on the-Macon and Western Railroad, a distance of sixteen and six-tenths miles', and is laid for about six miles with . ron of the T and U patterns, and the remainder of the distance' with an excellent flange bar, as good as new. I will also receive distinct proposals until the above named day, for the purchase of the iron alone, or any part thereof, to be delivered at Barnesville. I will also, in like manner, receive distinct proposals for the road-bed, and all the real estate of the Company, together with the franchises and privileges of the Company. Bidders will address me at Columbus, Georgia, or Dr. E. A. Flewellen, Secretary of the Company, at Thomaston, Georgia.
J. L. Mustian,
President Upson County Railroad Company.”
This proposed sale of the road, as well as the proposal to sell the iron separately, is alleged by the complainants, in their bill, to be in violation of the charter, and a fraud upon their rights as stockholders in said Company. The resolution under which the proposal for the sale of the road and iron is made, does not require the Presidént of the Company to open a correspondence with “ any other incorporated Railroad Company of this State,” as the charter requires, but “ with such persons as he may deem advisable for the, sale of the road.” This proposition to sell the road in' the manner stated, either in detached portions thereof, or the iron separately, was, in our judgment, a violation of the charter, and when coupled with the other allegations in the bill, (which the demurrer admits to be true,) furnished a sufficient ground for the equitable jurisdiction of the Court to restrain, by injunction, the proposed sale of the road, as well as the sale of the iron attached thereto. There was no error in"the judgment of the Court below, in overruling the demurrer to the complainants’ bill.
As it regards the motion to dissolve the injunction upon the filing the defendants’ answers,- it will be remarked that the main ground of the complainants’ equity is the proposal *650to sell the road in the manner stated, in violation of the 4th section of the charter of the company. The proposition to sell the road as charged, is admitted by the defendant; that is to say, the proposals, as charged, for the sale of the road and iron, were made by the President of the Company; but th'e answers seek to explain and avoid the effect thereof, by-stating what was the intention of defendants in advertising said proposals for the sale of the road and iron. The continuance or dissolution of an injunction, after the coming in of the answer, depends upon the sound discretion of the Court, according to the nature and circumstances of the case. If the answer is not full and satisfactory as to any one of the grounds of equity set up in the bill, or is deficient in frankness, candor or precision, or is illusory, the injunction will be continued until the hearing. Swift vs. Swift, 13 Geo. R., 141. Horn vs. Thomas, 19 Geo. R., 270. Thomas vs. Horn, 24 Geo. R., 481. One of the main grounds upon which the equity of the complainants’ bill is based for an injunction, not being denied by the defendants’ answers, the Court below erred, in our judgment, in dissolving the injunction. Let the judgment of the Court below be reversed upon this last ground of error assigned in the record.