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Dunn (one of them his own lawyer), with the power to turn out Melies, Lodge and Carter on the happeuiuo; of any one of several conditions whose interpretation rested ultimately in the judgment of the trustees.
We have not undertaken to review here the authorities in support of the proposition that the ownership of the stock of a corporation or a majority thereof carries with it the control of the corporation. These authorities are discussed at some length in the brief of counsel for the intervenorp.
Second. There has been a further breach of the conditions subsequent, in that on June 25, 1909, Gaston Melies ceased to be president and director of the complainant corporation and was not succeeded in such office by his son Paul Melies or his brother George. We do not understand that there is any suggestion even in the record that this resignation was brought about by any collusion between Mr'. Melies and the defendants. On the contrary, any such contention is most forcibly negatived by the complainant's own proofs, when the complainant introduced in evidence the letter from Gaston Melies to Mr. Lodge, dated January 17, 1909, in which he says that Mr. Dyer advised him not to resign but to carry out his contra(;t with the complainant (Comp. Ex. 44, p. 696). Mr. Dyer himself testified that he had never asked Mr. Melies to resign.
Appellant is arguing beside the point when it contends in its Seventh Point ttiat breach of these conditions necessitated recourse to the courts. The agreement of September 18 is plain. It creates a condition subsequent, as wo have shown above. As is stated in 9 Cyc , 600, of conditions subsequent
" By the very words of the agreement the nonfulfillment of a certain term in it may give to one of the parties a right to treat it as a discharge."
See Javrerre v. Altagracia, 217 U. S., 502, at 507.
The Court, therefore, will look to the agreement of September 18, to ascertain the effect of the breach of the