WALDEN vs. UNION BANK, 6 La. 248

Martin, J., delivered the opinion of the court. The plaintiff states he subscribed for six hundred shares of the capital of the bank, and. for the security thereof, he offered to mortgage, according to a provision of the charter, a plantation in the parish of Jefferson, in cultivation, with the slaves thereon, and prescribed his title thereto, to the president and directors, who under pretences, utterly unfounded, refused and rejected his subscription. He then prayed for a judgment, directing them to except and receive his subscription and mortgage.

The defendants denied the plaintiff’s right to the stock claimed, as he had not complied with the requisitions of the charter, and the rules and regulations of the corporation; and the titles he produced -were insufficient, incomplete, and not valid in law. They denied the plaintiff’s right of action, as the charter made the directors judges of the validity of the titles, and the sufficiency of the property offered by the stockholders respectively. There was judgment for the plaintiff, and the defendants appealed.

It appears the District Court considered any stockholder, who thought himself aggrieved by the decision of the directors, on the validity of his title, and the sufficiency of the property by him offered, to secure the portion of the capital subscribed by him, constitutionally entitled to aiappeal, in cases of greater value than three hundred dollars, The last ground of defence was, therefore, overruled.

A person who believes himself ?fSi're^by{he of “omea’Sockhowbo "the’ vaiueVof the property offered,resort to aa action for damanU“?u"t of or¡g¿“ al •i'msdlctl0n- In sn°k a case damages cannot be recovered for qfm"shtekeStbííthey “oLorímproper board?1 °f tke The eighth

section of the charter, requires the stc rkholders respectively, to produce title, to the satisfaction of the directors. It appears to us the District Court erred, in considering the decision of the directors on this validity, and sufficiency as a judgment, from which the constitution authorises an appeal, L r 7 when the shares subscribed exceed in value the sum of three hundred dollars.

Whatever be the value, the party who thinks himself aggrieved, has the same right of action, not of appeal, toa court of original jurisdiction, for damages; not n i , . indeed m case of an honest error or mistake, but in that . of a capricious or improper conduct. State vs. Bank Louisiana, 5 Martin, N. S. 341. This- leads us to the inquiry, whether the board in the present instance, acted in such a manner as to authorise the plaintiff to seek such a remedy, in a court of justice?

The land offered to be mortgaged for the security of the plaintiff’s shares, was purchased at the sale of a succession, in which minors were interested; the last bidder, after the adjudication, discovered that the members of the family meeting, which had been called to deliberate, before the sale, had not been summoned to appear before the notary, on a particular day, but had assembled without any citation, before a notary in the city of New-Orleans, while the previous proceedings, and the order for their meeting had been carried on before, and issued by the judge of an adjoining parish.

On consulting counsel, the bidder was advised that his purchase might occasion him trouble, and the title he would acquire thereby, might be shaken.

He declined complying with the terms of the sale, but certified he had bid for the plaintiff, who afterwards finally obtained the title, which he now complains the board,, without any sound pretence, declared unsatisfactory, and rejected. of^thT‘board"of fsirlSbm1tted ht°iS of property offer-are rK¡t™'rféctiy duty to the them to withhold the expression of their satisfaction, No judicial decision, has as yet settled, whether the citation of the members of a family meeting, mentioned in the Code of Practice, be or not an essential formality; whether the meeting may take place out of the parish of the judge who orders it; whether the property of a minor, adjudicated to a bidder, who declines complying with the terms of the sale, may in the certificate of the latter, show he did bid for another person, may be legally conveyed to this person, on his compliance with the terms; and the counsel of the bank reported to the board his opinion, that he could not report the title of the plaintiff as a satisfactory one.

On these unsettled questions we ought not to express our opinion, as it might effect the rights of persons who are not before us. But we are not able to say, that the directors did not exercise a proper discretion when they declined to express their satisfaction, with the plaintiff’s title. Directors are not necessarily men learned in the law; w^en their minds are not perfectly satisfied, their duty to the corporation, is to withhold the expression of their satisfaction.

In the present case, we see no ground to suspect and improper views, and we think that if they have erred, the plaintiff has sustained damnum absque injuria . . i j damage, but no injury; the title has been fairly considered by those whom the charter designates for that purpose, and has proven and been declared unsatisfactory. This view of the case renders it unnecessary to examine the other grounds of defence. It is, therefore, ordered, adjudged and decreed, that the judgment of the District Court be annulled, avoided and reversed, and that there be judgment for the defendants, with costs in both courts.