291 F. 754 | 3rd Cir. | 1923
The appointment of receivers for a corporation is a matter of grave concern, because it takes its property, and the management thereof, out of the hands of those in whom the law vested it. It follows, therefore, that when a court exercises this power, its warrant so to do must be shown. Such action, over the protest and objection of the company, the District Court of New Jersey took in the appointment of receivers for the Burnrite Coal Briquette Company, a corporation of the state of Delaware, which company that court at the same time found was not insolvent.
Such being the case, the basic and controlling question here involved is: Did the District Court of the United States for the District of New Jersey have jurisdiction to appoint receivers for a solvent foreign corporation? In our opinion, it had not, and the reason for so holding is that the law of New Jersey, as interpreted by its highest tribunal, has given no such power over foreign corporations to its own local courts, and the jurisdiction of the court below was in that particular determined by that of the state courts. Clark v. Smith, 38 U. S. (13 Pet.) 195, 10 L. Ed. 123, and citations in 3 Rose’s Notes (Rev. Ed.)
Turning, then, to the statute law of New Jersey and the interpretation
“Whenever any corporation shall become insolvent or shall suspend its ordinary business for want of funds to carry on the same, or if its business has been and is being conducted at a great loss and greatly prejudicial to the interest of its creditors or stockholders, any creditor or stockholder may by petition or bill of complaint setting forth the facts and circumstances, * * * apply to the Court of Chancery for a writ of injunction and the appointment of a receiver or receivers.”
And section 96 (P. E. 1896, p. 307), which provides:
“Foreign corporations doing business in this state shall be subject to the provisions of this act, so far as the same can be applied to foreign corporations.”
From a study of the New Jersey cases, a list of certain of which is printed in the margin,
Commenting on the original act, it was said in National Trust Co. v. Miller, 33 N. J. Eq. 155:
“By express provision, foreign corporations, doing business in this state, are made subject to all the provisions of our statute concerning corporations, so far as the same can he applied, to foreign corporations. Rev. 196, § 108. The legislative design was, unquestionably, to confer upon this court the same powers, in respect to insolvent corporations, created by foreign jurisdictions, having property in this state, that it. exercised over insolvent domestic corporations, so far, at least, as the exercise of such powers was necessary to the recovery of any assets whether legal or equitable, which should go in discharge of debts.”
In Minchin v. Second National Bank, 36 N. J. Eq. 436, it is said:
“Obviously, there are provisions of the act which cannot be applied to such corporations; for example, this court cannot hinder such corporations from exercising their franchises, except as it may enjoin them from exercising them in this state. It can sequester their property here and administer it for the benefit of creditors and stockholders, but it can do but little more.”
It thus appearing that under the decisions of the highest tribunal of New Jersey, courts of that state had no statutory authority to appoint receivers for a solvent foreign corporation, it follows the United States District Court of New Jersey had no such authority and should have refused to entertain this bill.
This basic jurisdictional question being determinative of the case, it follows that the terms of the order which the court made in a case when the court had no power to make any order, at all, constitute matters to which we need not advert. The case will, therefore, be remanded to the court below, with instructions to dismiss the bill on the ground that the company in question being a solvent foreign corporation, the court below had no jurisdiction to appoint receivers.
National Trust Co. v. Miller, 33 N. J. Eq. 155 (1881) Minchin v. Second National Bank, 36 N. J. Eq. 436 (1883); Jackson v. Hooper, 76 N. J. Eq. 185, 74 Atl. 130 (1909); Albert v. Clarendon, 53 N. J. Eq. 623, 23 Atl. 8 (1891); Atwater v. Baskerville, 89 N. J. Eq. 121, 104 Atl. 310 (1918), affirmed 90 N. J. Eq. 275, 106 Atl. 369; Clark v. Painted Post Lumber Co., 89 N. J. Eq. 409, 104 Atl. 728 (1918); Eckrode v. Endurance Tire Co., 90 N. J. Eq. 129, 106 Atl. 29 (1919); Goff v. Goff Electro Co., 89 N. J. Eq. 258, 104 Atl. 193.