shall forfeit the exclusive rights and priv-were in the habit of presenting other bills ileges granted by this contract. On December 10, 1904, the White City granted to the hotel company a further concession for the exclusive sale on its premises of candy, peanuts, pop corn, cracker-jack, and fruit of all kinds, except that sold through slot machines, for a period of ten years, together with two spaces, 8 feet by 10 feet each, in a building to be erected by the company, also two center booths to be selected by the company, the concessionaire to pay daily 25 per cent. of the gross receipts, from all sources, from the operation or maintenance of the concession. This contract will hereinafter be referred to as contract B. The manner in which these contracts were interpreted and carried out by the hotel company and the White City gives rise to many of the charges in the bill upon which plaintiff in error bases his right to maintain this suit. cream cones and ice cream soda water at against the White City Company for entry on its books as a charge against it, but it was not passed upon by the officers of the White City Company or allowed because of the suit threatened by plaintiff in error. A rebate of $2,000 was allowed to the hotel company on account of the electric lights used in the College Inn building, no rebate of any such character being allowed to any other concessionaire on the premises, and also the sum of 50 cents per week on all cash registers used by the hotel company and the Midland Machine Company, which latter was controlled by Aaron J. Jones. The commissions on champagnes under contract A were changed from 25 per cent. to 10 per cent., and no credit was allowed for the champagne that was served at banquets. No commissions were paid on milk sold by the glass, or on milk sold with sandwiches on Saturdays and Sundays from a booth known as the "WoodPursuant to the provisions of contract A en Cow." During the season of 1905 the the hotel company constructed the College hotel company sold orangeade and water to Inn building or Casino at a cost of approxi- the amount of $639.19, and ice cream and ice mately $113,000, and other buildings, which amounts were charged to the construction account, and rendered to the White City Company a statement for approximately $121,000 as the cost of the same. This statement, in some instances, showed merely a number of persons, firms, and companies, with sums set opposite their names, with nothing to indicate the character of goods or materials purchased for which the charges were made in the account. It also included, in addition to the items for the cost of the construction of the building proper, items for bar fixtures, refrigerators, motors, filter, cooking range, and the like. It also included an item of $6,500 for the construction of a building called the Terrace Tavern and $250 for a platform for a merry-go-round. In addi̟tion to these amounts the White City Com- $2,500. During the years 1905, 1906, and pany was charged for sundry items for altera-1907 the hotel company also printed advertions of the bar, ice box, etc., and for cur- tisements on the menu cards used in the Coltains and picture frames, and for other items lege Inn and on musical programs used on for which no vouchers were produced, in the the plaza, from which it derived a revenue of aggregate amounting to approximately $1,- some $14,765.90, upon which no commissions 716.28, and for the cost of constructing booths were paid to the White City Company, which at cigar and ice cream stands, a booth for published a magazine in which it sold addrinking water, and for labor and paint on vertising space, but was unable to procure such booths, amounting to $1,713.15. It fur- the advertisements of those advertising on ther appears that the White City Company the menu cards and musical programs by was charged with $546 in 1905 and $600 in reason of such advertisements there. One of 1907 for painting the chairs and tables used the concessionaires, the Chicago Fire Exhibiin the College Inn, with $2,000 for a band tion Company, having a capital stock of $80,stand constructed in the plaza, and $3,000 000, controlled by Morris Beifeld, in which for the cost of a tunnel from the College Inn the wife of Joseph Beifeld owns $5,000 and building to the band stand to facilitate the plaintiff in error $2,000 of the capital stock, sale of drinks at the latter place, and was is indebted to the White City Company to presented with a bill for alterations made in the amount of $4,200, and no effort was made the College Inn building in 1906 and 1907 by to collect the same. Joseph Beifeld caused the hotel compay to the amount of $24,747.- a check to be drawn in his favor for $550 for 11, without any action taken by the White City Company authorizing such alterations, the bill being presented in the same manner that the hotel company and Joseph Beifeld interest on his salary of $10,000 per year, which he omitted to draw during the first 11 months of his term of office, there being no agreement to pay interest on such account, clear. and no request made on the part of the trolled by him and disposed to accede to his White City Company that he should not draw wishes in the matter. That a suit of that his salary as it accrued. It further appears character would not afford to the aggrieved that all commissions due under contract B minority stockholders the measure of relief were not paid to the White City Company contemplated by suits of this character seems daily in cash, as provided by that contract, but were credited to it on the construction account under contract A, which by the terms of the contract were to be paid for by commissions derived under that contract. The foregoing are the principal items in dispute as set out in the bill of complaint. [1] The wrongs complained of are primarily against the corporation, and ordinarily it would be the proper party to bring this action. For this reason defendants in error insist that complainant has no standing in a court of equity. Their contention is that the acts complained of relate to the internal management and affairs of the corporation, of which a court of equity has no jurisdiction in the absence of fraud, and that the evidence fails to show fraud on the part of Joseph Beifeld and the hotel company; and that, in any event, before plaintiff in error can institute and conduct this suit in his own name, he must first show that he exhausted all reasonable means within his reach to obtain redress from the corporation itself for the grievances of which he complains, or show such a state of facts as makes it clear that a demand for redress of the grievances complained of would have been futile, and that the evidence in this case fails to show either such demand, or that such demand, if made, would have been futile. Plaintiff in error insists he has met these requirements of the law by his evidence. The evidence shows that Joseph Beifeld is the president and director of the hotel company, and, in fact, proprietor of that institution. On the witness stand he refused to disclose the extent of his holdings in that company. He also owns or controls a majority of the stock of the White City Company, and thereby is enabled to control the election of its directors and their actions after being elected. That he has done so in this instance there can be but little doubt under the facts and circumstances disclosed by the record. Whenever differences of opinion arose in regard to the matters involved, the majority of the directors of the White City Company adopted his views, and as a party to this suit the White City Company itself has taken only a passive interest in the proceeding, although it is one brought for its particular benefit and for the purpose of procuring the construction of contracts in which it is vitally interested. Under these circumstances there can be but little question but that had a demand been made upon it, the request would have been refused, or, if granted and a suit instituted, the same would have been under the direction and control of a board of Joseph Beifeld, through his ownership of a majority of the stock in the hotel company and the White City Company, in effect controls both corporations, and is able to dictate the policy and control the action of each corporation for the benefit of the one or the other corporation, as he sees fit, or as may best further his personal interests. His power of control and direction of the action of the two corporations places him, in effect, in the shoes of each corporation, and gives him the power to dictate the exercise of all of the powers which both corporations could exercise. The situation presented is no different, except in form, from that where one corporation owns a majority of the stock of another. The White City Company, therefore, by reason of Beifeld's ownership of a majority of its capital stock, is as completely under the domination and control of the hotel company as if the majority of its stock were, in fact, owned and controlled by the latter company. Under these circumstances we think a court of chancery properly took jurisdiction of this suit. The rule is well settled that where one corporation owns a majority of the capital stock of another, so that it controls the latter corporation, or where one or more individuals own a majority of the capital stock in two or more corporations and manipulate the affairs of one for their benefit and to the injury of the minority stockholders in the other corporation, a court of equity will intervene, at the instance of the minority stockholders in the latter corporation, to protect their interests in the premises. 2 Cook on Corporations (6th Ed.) § 662; 10 Cyc. 979; Hale on Corporations, § 123; Gilman, Clinton & Springfield Railroad Co. v. Kelly, 77 Ill. 426; Klein v. Independent Brewing Ass'n, 231 Ill. 594, 83 N. E. 434; Green v. Hedenberg, 159 Ill. 489, 42 N. E. 851, 50 Am. St. Rep. 178; City of Chicago v. Cameron, 120 Ill. 447, 11 N. E. 899. [2] That in many instances improper charges were made against the White City Company and commissions not paid to it which it was entitled to, and charges paid for which it was not liable to Joseph Beifeld or the hotel company, on his order or with his knowledge, cannot be seriously questioned. Several such items wrongfully charged against the White City Company are shown by the record, amounting in the aggregate to $7,587.29, which were either admitted on the trial or disallowed by the court and their disallowance acquiesced in by defendants in error. In other instances Beifeld has vigorously resisted crediting the White City Com It now remains to consider the several items in respect to which there is still a controversy between the parties. This involves a construction of contracts A and B, and a determination: (1) Of items properly chargeable to the White City Company on the construction account; and (2) those on which it should be paid a commission under the concession contracts. received credit, so that, considering all theists. While it is stated that such movable facts and circumstances disclosed by the fixtures as tables and chairs, linen, silver, record, we think the court did not err in tableware, and kitchen utensils are not to be holding that plaintiff in error has a right to considered in determining the cost of the bring this suit in behalf of himself and other building, it is also stated that nothing but stockholders without first making a demand "appurtenances and fixtures of a permanent upon the corporation and its officers and di- character attached to the building" shall be rectors for redress of the grievances of considered as a part of the cost of its conwhich he complains in his bill. struction. The contract, therefore, is merely declaratory of the law on this subject, and the items properly chargeable thereunder must be determined in accordance with the well-established rule of law where the relation of landlord and tenant exists. On the hearing before the court plaintiff in error introduced considerable evidence bearing on the question as to whether or not these items charged against the White City Company are of a permanent character within the rule above announced, but the court held such evidence immaterial, so that it was not, perhaps, as vigorously contested in the court below by defendants in error as it might otherwise have been but for such holding, for which reason we think this question should be left open for the taking of further evidence under the rule of law above announced. instances the items under consideration are but trade fixtures, and of such a character that, even though attached to the building, they remain the property of the lessee and removable as such. Upon a consideration of the evidence now in the record we are inclined to hold that none of the items allowed under this head are appurtenances or fixtures of a permanent character attached to the building so as to be chargeable as such against the White City Company. [3] Among the first items complained of is the cost of bar fixtures, refrigerator, filter, motor, belting, cooking range and kitchen utensils, awnings, and like articles, for which the White City Company was charged as a part of the cost of the construction of the casino under contract A. The plaintiff in error contends that these items are not appurtenances or fixtures of a permanent character attached to the building, under the rule of law ordinarily applicable between landlord and tenant; also that the evidence shows they could easily be removed by the hotel company, that it exercised ownership over them, and that they are, in fact, trade fixtures, which cannot properly be regarded as the property of the White City Company, as owner of the building. Defendants in error, while they admit the rule of law, insist that it was the intention of the parties, as shown by the contract, that the building should be so equipped that the hotel company might enter and carry on a restaurant and saloon therein without furnishing anything other than movable fixtures, such as tables, chairs, linen, silver, tableware, and kitchen utensils. This contention is based upon the following language of the fifth paragraph of the contract, and upon the fact, as they insist, that the White City Company occupies the same position as the owner of property who has constructed a building and placed such fixtures and appurtenances therein for his own use: "For the purpose of determining the cost of the buildings, concessionaire to furnish, as soon after the completion of the same, full statement of cost, together with amounts expended by him for all appurtenances and fixtures of a permanent character attached to said building or buildings, all of which shall be considered as a portion of the cost of said building or buildings. In determining the cost of the same no account shall be taken of movable fixtures, such as tables and chairs, nor of any linen, silver or In most [4] Other items claimed to have been improperly charged to the White City Company are the Terrace Tavern building, extra booths (being booths other than those provided for in contract B), a band stand, and a tunnel from the College Inn building leading to the band stand. The Terrace Tavern was not built on the space granted to the hotel company in contract A, but was located at a considerable distance from the College Inn building, on the premises of the White City Com pany. It was used by the hotel company as a place wherein to serve ice cream, ice cream soda, and other soft drinks. It neither paid to the White City Company any rent for the space occupied nor commissions in lieu of rent for the use of the space. The evidence shows that while no written agreement was made and no formal action taken by the directors of the White City Company in the matter, Howse and Joseph Beifeld agreed informally that the hotel company should construct the Terrace Tavern building and the same was constructed by the hotel company, and the cost of construction chargAs we read the contract it does not lay ed to the White City Company. Howse was down a different rule from that contended for a man of extensive experience in the amuseby plaintiff in error, or show an intention to ment park business, and had the active ignore the rule of law ordinarily applicable charge and management of the building of where the relation of landlord and tenant ex- the White City. He also supervised the let tableware or kitchen utensils." not properly before him. As we are of the opinion that it would be one of the contested items upon a re-reference and further hearing in the cause, we think it proper to consider it at this time. That it would have been proper for the White City Company to have constructed a band stand in which it might furnish music for the general amusement of the patrons seems to us cannot be questioned. If so, its construction was properly charged to the White City Company. As to the charge for the tunnel, its object was to facilitate the sale of drinks at the band stand, from which the White City Company derived a commission from the hotel company. It was apparently as much for the benefit of the White City Company as the hotel company. That the officers of the White City Company had the power and authority to construct such additional buildings and conveniences as it deemed proper for the convenience of its patrons and the supplying of their wants seems to us beyond question. That subsequent events may have demonstrated that such expenditure was unwise, in that the money used for such purpose might better have been devoted to some other purpose, does not militate against the propriety of such charge or the authority of its officers to make such expenditure in the first instance, or their good faith in making the same. Tested by the same rule applied to the items of the Terrace Tavern and extra booths, we think these items were proper charges against the White City Company. ting of most of the concessions, and in most the expenditure was made after the filing of instances determined the rate of commissions the bill, and he was of the opinion it was the concessionaires should pay. The evidence further shows that Howse, Beifeld, and Jones composed the executive committee created by the board of directors of the White City Company, which executive committee was vested with authority by the board of directors to perform any and all acts in their judgment necessary to be done in the interim of the regular meetings of the board; that frequently informal meetings of this committee and meetings of other directors were held, at which matters pertaining to the White City Company and its affairs were discussed and measures decided upon and carried out without any record of such meetings being made or kept in the corporate records; that at such times matters were usually discussed on their merits, and the views of Howse were frequently adopted because of his experience in the amusement park business. There is evidence also tending to show that the Terrace Tavern was erected at the place it was situated at his suggestion, as it offered a desirable location for supplying the public with eating and drinking facilities, and no other buildings in that part of the park were devoted to that purpose. It further appears that with the exception of the College Inn building the buildings in which the other concessions were carried on were constructed by the White City Company. Under the evidence the Terrace Tavern was an improvement which might properly have been constructed by the White City Company without any formal action by its board of directors. The cost of its construction and subsequent removal was therefore properly charged to the White City Company. We are also of the opinion that it was not included within the provisions of the contract with the hotel company, and that the latter should pay a reasonable rental or commission such as other concessionaires would have paid for its use. The same reasoning applies also to the extra booths claimed to have been constructed at the expense of the White City Company without formal authority. The decree of the lower court charging these items to the White City Company will therefore be affirmed. As to the items aggregating $355.92 in the Terrace Tavern bill, including a $250 charge for a platform for a merry-goround, defendants in error do not contest the impropriety of these charges, and make no objection to the ruling of the master in disallowing them. They require no further consideration. [5] Other items complained of are $2,000 for the cost of the construction of a band stand in the plaza and $3,000 for the construction of a tunnel leading from it to the College Inn building. The object of this tunnel was to facilitate the sale of drinks at the former place. The band stand item [6] Another item complained of is the allowance of a salary of $100 per week to Morris Beifeld as superintendent of construction of the College Inn building, which is claimed to have been from $65 to $70 per week in excess of that usually paid for such services; an item of $550 to Joseph Beifeld as interest on his salary, which he neglected to draw during the first 11 months of his term as president of the company; an item of $546 in 1905 and of $600 in 1907 for painting the chairs and tables used in the College Inn building; and an item of $40.95, claimed to have been paid out by the hotel company to its patrons by way of damages to their clothing from soft paint on these chairs and tables. While the salary paid to Morris Beifeld seems high under what the evidence shows was usually paid for such services, still there is nothing in the evidence to show the exact nature of the work performed by him in that capacity, or that the salary paid him for such work was grossly excessive for the character of the work performed by him and his experience in work of that nature. While it is true that he was at first paid a salary of but $25 per week, which was soon raised to $100 per week, there is nothing in the evidence to show that such increase in light the buildings and grounds" at a profit of one-half cent per kilowat to the White City Company, and we find nothing in the evidence to warrant a deviation from such contract. As to the rebate on cash registers, we find nothing in the evidence to warrant that either, and neither item should have been allowed as a credit to the hotel company. of his services rendered in such capacity, or it with "sufficient electric light to properly that there was any fraud in so doing. The evidence does show that he came from New York City for the purpose of doing this particular work. It not infrequently happens that one or more men are employed at salaries largely in excess of those usually paid for work of like character, and that the transaction is not only unquestioned, but is, on the other hand, deemed a profitable one under the circumstances. In the present state of the record we are unable to say that the price paid to Morris Beifeld was so grossly excessive, under the circumstances, as to indicate that in giving him this increase in salary the directors and officers of the White City Company were actuated by fraud, and in the absence of such showing, the contract being one within the discretion of its officers, and which they had a right to make, we hold there was no impropriety in making such charge against the White City Company. [7] As to the interest allowed to Joseph Beifeld on his salary as president of the White City Company, the evidence shows that a salary of $10,000 per year was voted to him for the year 1906, to be paid, if desired, in monthly installments, and that his salary was not drawn until November 1, 1907, and that at his own direction he was allowed interest upon the same for 11 months at the rate of 6 per cent. per annum. The evidence fails to show any contract for the payment of interest, or that his salary was withheld by the company, or, in fact, that he was even requested not to draw his salary in monthly installments if he saw fit. His action in the premises was purely voluntary, and created no obligation upon the part of the White City Company to pay him interest on such salary. The item was improperly charged against the White City Company, and should have been disallowed. As to the items of painting chairs and tables in the White City and damages to clothing from such paint, those articles constituted a part of the movable fixtures of the College Inn, which under the provisions of contract A were unquestionably the property of the hotel company, and as such it should have borne these charges. It further appears that during the seasons of 1906 and 1907 alterations were made in the College Inn building to the amount of $24,747 or more. The alterations were not in the nature of repairs. When the matter first came up, plaintiff in error protested against it, and threatened to enjoin payment of the bill if made at the expense of the White City Company. Thereupon it was agreed such expense should be borne by the A bill for the same was, hotel company. however, presented to the White City Company in the same manner as other bills were presented by the hotel company and Beifeld, as a charge against the White City Company. Before this charge was passed upon this action was instituted, and it was conceded on the hearing that such item was not properly chargeable against the White City Company. The item, therefore, requires no further consideration here, other than to mention it as one of the items over which this controversy arose, and which both Beifeld and the hotel company insisted in their answers should be charged to the White City Company. [9] It remains to consider the items for which the plaintiff in error claims the White City Company did not receive proper credits from the hotel company. This involves a construction of contract A and the extent of the privileges granted by that contract, as well as the items for which the White City Company should be paid a commission under such contract. While Plaintiff in error contends that while the contract grants the hotel company the exclusive right of sale of the commodities properly coming within the terms of the contract, the exercise of the rights and privileges granted is limited to the space mentioned in that contract. Defendants in error contend [8] Other items complained of are the al- that the hotel company may exercise its lowance of a rebate to the hotel company of rights, under such contract, at any place on $2,000 on its electric light bill and of 50 cents the premises of the White City Company. per week on cash registers. Similar rebates We think the construction contended for by were not allowed to other concessionaires plaintiff in error is the proper one. except the Midland Machine Company, in the contract grants to the hotel company the which Jones was interested, which also was "exclusive right of sale" of the articles menallowed a rebate of 50 cents per week on the tioned therein, it also fixes and defines the cash registers used by it. The only reason space upon which such right may be exercised urged for the allowance of the electric light space approximately 100 by 200 feet on the rebate is that the light at the College Inn east side of said grounds so leased to said helped to light the White City grounds. The company and at the north end thereof, the same would be true as to every other conces- exact space being shown and designated on the sion which used lights. The contract with general ground plans drawn by Edward C. Boyce, and heretofore adopted by said company the hotel company specifically provided that [the White City Company], and initialed by said the White City Company should furnish | Joseph Beifeld, as president of said company.' as a |