*1 QUIDNICK 442 CHAFEE v. COMPANY. of Case. Statement

The raised is that the charter stockholder of a point liability a which is a stockholder in cor- corporation, corporation another is not such a isas covered poration, liability by provisions the charter of the latter. Chafee,

The also answer sets respondent, a waiver of the by up lien, charter by allowed certain Company having transfers of the books, stock to be made their and the ben- upon efit of this is claimed ifas pleaded. be, first this is would de- question upon good plea

The fence, if true? If this re- was settled in question favor arise, would then spondents, question whether the stock of the has ever been transferred them or by attorney by any authorized, &c., agent &c. properly As the case is decided another need of there upon point, an these expressing natters. opinion upon Decree 5, 1881. bill vosts, with entered dismissing November F. Benjamin A. B. Kimball Jerome B,oger Pryor, Patton, Andrew B. for complainant. Thurston, F. Kart, Charles James C. Tillinghast

Franle Parhhurst, for respondents. Tilling- Stiness, — Potter, Noth. was case heard foregoing

hast, JJ. vs. et al. et als. Zechariah Chafee A bill multifarious if embraces different distinct matters of diverse equity natures calling for remedies so that the cannot be well considered matters separate pro- ceeding. Objections ground subject- judicial generally on the are multifariousness discretion in the exercised case. particular aWhen demurrer for multifariousness should sustained. courts Counsellors of other before the Court allowed, courtesy appear Supreme subject Khode Island held are as if its own sworn officers. were orders, A. Q.’s was receiver of was due from a which debtor appointed part money personalty, in New which A. was to A. ordered to collect. were made York, Some payments after garnished debtor, the debtor was a member the New York bar, by P., gar- counsel and Q.’s before court A. was made receiver. The Q., attorney when nishment brought was made in suit P. Q. for services. professional garnishment that the P. Held, was an act on the of contempt part that an commanding discharge further, Held, order should to P. of the attachment issue garnishment. *2 ( of the Court. lien, account and fore- to establish a for an Bill in Equity closure, to the bill. for an On demurrer injunction. A bill is multifarious when it J. October Stiness, nature, each matters different several embraces independent bill, be which call which the subject might separate a character that cannot be well or distinct remedies of such they in one dealt with proceeding. properly bill before us is to this

We think that the open objection. out, it sets In general analysis William, and Amasa

a. transferred Sprague That Fanny, Mary, 4,022 the stock of to shares of the Company capital for debts secured a trust mort- Chafee as collateral security & executed them and the A. W. Sprague Manufacturing gage, that to alternative Chafee Chafee, with may prayers shares, or be sold under sell

be declared entitled to they amount or that account be taken of the the decree of an a decree for fore- for which stand followed by pledged, closure. have been attachments

b. That certain vexatious groundless defendants, them, estate, or some of trust placed upon settlement; its sale and embarrass impede delay pray- be dissolved. that the attachments may ing hold title to and Fanny legal c. That Mary Sprague, are, creditors, reason incapable in trust age, said shares trust, forth certain things setting of executing of credi- to the interests to be done prejudicial have permitted tors, their removal to depreciation prevent praying them, &c. loss, and ultimate and for an account by from the office of has been removed That Chafee d. illegally with in his G. Chace treasurer, and appointed place; William president Sprague, prayer treasurer, removed from their Chace, the offices. respective nor out one transac-

These matters neither constitute grow transactions, tion, all of which nor of a series are they parts whole, nor must be considered in order to understand the rightly different other, collateral each are or incidental affecting claim of under right. general persons Pro-videuce County. Statement of Case. While we doctrine that to a bill for recognize objection .multifariousness is matter of discretion for the largely on its view of the convenience or depending inconvenience in each case,” and its particular for all ability provide proper remedy interest, discretion, such yet, and deem- exercising deal with these impracticable numerous and ing independent matters in one we suit, think the demurrer to this bill should be sustained.

On two of the stated, bill as above the grounds creditors need the another, trustee as join on that complainants; praying the stock, removal of and of trustees the Mary Fanny Sprague the creditors alone not Chafee are the complainants, and proper for under the trust hold the stock for 'the creditors and not him, no interest the pledge, having beyond trust; is quite from the still other independent allegations would the estate to prayers require representatives Hoyt bill; be to the while title to from office and amotion could in no event be in a settled of this kind. proceeding above,

But over and is there the that some controlling objection of the matters contained in this bill are before the court already in other bills. sustained,

We think the demurrer bill, should be and that the amended, unless it is should dismissed. J., concurred.

Tillinghast, J., dissented from so much as holds Potter, opinion multifarious, bill of the but concurred complaint regard- bill defective because the ing representatives Hoyt estate were not made parties.

Order in accordance with the the court. opinion of 29, 1881, filed, October consent of complainants * n an amended bill of complaint. 81, 1881, The bill in this case was filed and the sub- August were made returnable 1881. On motion of poenas September an decree was entered complainants interlocutory Septem- 10,1881, ber : containing following provisions “ adjudged, ordered, It and decreed mean further QUIDNICK COMPANY. Cake. of Statement its time, order, Quidnick and until officers, said Company, further cmci be, are agents, enjoined takirlffiany servants and hereby from creditors, action contracting' corporate prejudicial from debts or into other or any obligations, entering any engagement manner can be or become liens any upon corporate or estate subject or it to property liability, disposing from or otherwise chang- estate or any part corporate property, condition; or ing taking any present proceedings from Quidnick said action whatever under the contract between alleged Chace, on C. bear date purporting a. d. August, 81st day of be, Farnsworth, And that B. hereby Claudius Fsq., estate and custodian appointed personal and receive said to collect with authority Company, or New York Harding, city, any Colby Company, from $ other due or said owing person, any moneys toor which it be entitled advances way goods upon otherwise, the amounts and to the same in payment apply said the estates and insure necessary properly *4 the Quidnick to the and year; payment Company of for services amount labor and due and to this date per- owing for or other under at its mills mill employees, by operatives, formed Manufacturing its contract with A. Company, the W. Sprague $ order this court. to to the and hold balance subject the . further “ the court an inven- and return Said custodian to take ...” tory. the com- filed were 11, by under oatb

October petitions forth custodian, Farnsworth, and setting also plainants, by “ decrees were said at which That at in the cause the hearing and Andrew B. entered, Butler, A. F. Pryor, Roger defendants, the for Patton of counsel as solicitors and appeared had actual decrees, personal and and were heard in of said respect notice the thereof in the cause. entry “ said de- Patton, Butler, disregarding That said and Pryor, and contempt in violation and, claim, crees, as your petitioners 1881, caused October, A. D. thereof, have, on wit, the 3d day in the Quidnick Company said an action to be instituted against York, in of New State in the Court for Kings County, Supreme CHAFEE v.

írovidence of the Court. for- 4me said the said Butler and Patton having Pryor, their for that claims said assigned malty alleged Pryor purpose, recover sum of dollars for thousand twenty-one (21,000) services claimed to have rendered them professional by said the suits now Company, pending and caused the writ or in their said action to original be process attachment Quid- served and of said moneys property nick in the hands of & said Company Harding, Colby Company; Farnsworth, said and custodian as receiver thereby preventing aforesaid, from as the same to be and delivered obtaining paid over to him said & as Harding, Colby provided aforesaid, claim, decrees and as vio- your petitioners thereby, decrees, contained in said lating injunction and also interfer- ing with and to arrest and convert intermeddling attempting to their own use placed custody Farnsworth, in the hands of said as custodian under the decree aforesaid,' to the course of case. . such . contrary .. equity Wherefore that said petitioners your pray Pryor, Patton be cited show cause be should not may pro- why ceeded and receiver’s contempt injunctions, aforesaid; if cause it possession shall held any their aforesaid have not been proceedings guilty violation said or injunctions, otherwise exigencies your ease in the it, shall petitioner’s premises require each of them from further specially enjoined prosecuting their action aforesaid in York, said court of New from other- wise in manner any with interfering meddling in said of said Farns- hands and custody worth, as receiver and custodian as aforesaid.” *5 22,

On these 1881, a petitions was had October hearing Benja- Patton; min F. Butler himself, and Butler .appearing Pryor, a Massachusetts, member of the of being bar and that Pryor of New York. 29, October J. decrees of this en- court By Stiness,

tered on the 3d 10th and C. B. Farns- days September, worth, was Esq., the personal receiver appointed special prop- Quidnick of directed, other erty and among things, Company, to collect a it balance due Messrs. & Com- Harding, Colby in New York. pany, selling agents QUIDNICK COMPANY. of the Court. Quidnick in for the were counsel Company The respondents before the court at the time the matter, and were that only Quidnick it, in behalf of the made, but assented order was in its and assisted preparation. Company, duties, collected, his and has at once entered upon receiver account, the debt time, on above men- from time to portions in tioned, still the debtors’ a sum however hands remaining large in York. New October, 1881,

On the 8d while suit day still this Quidnick was and re- pending Company the duties of his still the funds ceiver was executing appointment, in the hands & Harding, Company, Colby one of the suit re- were attached brought by upon Butler, himself, Patton, and in behalf of Gen. spondents, Pryor, due for fees for a debt to be from the alleged $21,000. them, services rendered amounting legal to this receiver petition Thereupon presented ; and the the facts and for instructions com- forth setting asking that the also attachment in the suit plainants presented petition and these York suit New might enjoined, to be contempt. adjudged : one of the elements of the matter then are these respond- has funds the receiver was ordered to col-

ents attached ; court; lect attached outside jurisdiction receiver; two of the it had not come into the hands of the respond- attachment, ents, in the Gen. Gen. Pryor, plaintiff us, in the suit before counsel are not counsellors though nor residents of this of this court State. these facts what is the court?

Under power duty must its orders and decrees That court see to are re- every this no one can Without obeyed, question. judicial spected would cease to courts have power significance, proceedings sense, efficient could regarded part longer, any but echo doctrine when We the universal we government. say that, to the utmost limit of the authority jurisdiction court, its orders shall be interfered with nor neither disobeyed,. it is here claimed of a receiver But has no appointment effect of the court him. beyond appointing

448 Court. That true. A receiver is the hand of the court to take and hold until it can it dispute determined to whom That can hand reach no belongs. farther than the arm receiver, court such, extends. A has no power standing courts of other States but that which a discretional purely and decisions in this comity may grant, the ques- country upon tion whether even this can been have privilege recognized diverse. Clark,

See Booth v. 322; 17 How. U. S. Columbian Hunt v. 290; Co. 55 Insurance Me. v. Columbian Insurance Co. Taylor 353; Allen, John, 14 Runk ; v. St. 29 Barb. S. C. 685 Hoyt N. Y. Thompson, Clark, In Booth v. cited Mr. Justice respondents, Wayne ; : receiver has A no extra-territorial of official action

says power which the court confer, none him can with appointing authority enable him to into a go to take foreign possession debtor’s property.” law, this well-settled contend that

Relying upon respondents been have of no because attached have guilty contempt over which the receiver had control. argument does not touch real respondent point the matter. debtors New York had notice of the receiver’s appoint- ment, and had so far as to make recognized authority large to him on account. payments does not

It would not re- appear have the balance paid due, if this attachment had maining respondent made,, now, whatever their such willingness, prevents pay- then, ment. The is not question, whether the order of the court ex can vigore, outside of its nor operate, proprio jurisdiction; the receiver would whether have New York authority compel is, of these funds to him. It have the payment respondents, action, their interfered with and him in obstructed doiug ; court which the directed him to do or have they intercepted hands, funds and them from to his when other- prevented coming wise have received them ? this has been done That might is admitted. it then amount to a Does of the order of the court? That a con- would be contempt *7 CHAFEE v. COMPANY. 449 Opinion Urovidence of tlie Court. if tbe State, were done in tempt tbis and as to thing property under control, tbe Is already receiver’s is question. beyond case then different because the funds attached are outside any in, of the to, due but not possession ? receiver

In 60, v. 5 Law Journal N. Langford S. where Langford, Eq. court in had Ireland, a receiver England of estates in appointed “ it was held that the court had no its though power sending officersto decrees, Ireland to enforce its if be resisted yet cause, to the party such party guilty contempt.”

In Ames v. 332, Trustees Docks, Birkenhead 20 Beav. Lord Romilly 353: says, ‘‘There is no but p. that this court question will a receiver, who is permit appointed by authority, officer, therefore its to be interfered with or of the dispossessed one, receive, is directed to the order by any although erroneous; him appointing court perfectly requires insists, that should be made to the court application for permission to take possession of which the receiver either has any property or taken is directed to take distinction, and it is an idle possession, which could not maintained if were that this rule attempted, only applies the hands of the receiver. actually aIf receiver be debts, tolls, rents, receive or appointed the rule cases; all these and no applies equally will be person permitted, the sanction or without authority intercept pre to the rents, vent debts, tolls, receiver of the payment or the received, he has not but which he has been actually appointed ” receive. The case of Vermont & CanadaRailroad Co. v. Cen Vermont tral Railroad Co. et al. 46 Vt. exactly point.

The Vermont had Central Railroad Company appointed receiver of roads, both and as such had them and other operated roads under lease.

Funds were due from States, in other corporations parties and the Vermont and Canada Railroad a suit brought in Boston the Vermont Central sum- Railroad moning said sums of as trustees holding money defendant, for said funds in the hands purpose locking up VOL. XIII. —E. I. ^[29] QÜIDNICK the Court. oí

Providence County. coaid in doubt trustees, safely pay were whether they ” receiver. to the the balances *8 rule the and quoting Referring to be was held contempt. It Docks, Trustees Birkenhead Chan Ames v. above from cited of obvious; this The rule is adds: necessity cellor Royce the the to the suit can wrest if possession a party he in this defeat the way pur the receiver manager, may from not have would petitionee appointment. pose in the courts the funds to attach petitioner permitted the courts can in State, and he obtain superior equity this to restrain is for this court And it competent another State. those acts its within doing jurisdiction, injunction, done to that if them process would subject State which in another here.” who interferes with it is dear that a party this authority

Upon collect, outside is directed receiver though funds which court, is contempt. guilty jurisdiction if as is law to be that even this it may urged But party in such suit. This suit, not affect an it does attorney objection admitted. and counsellor is an An officer of attorney cannot orders, its court; to understand he is sworn presumed in ; others should be alert them above all to obey supporting rather than in devices to elude its decrees authority, seeking then them. Can it be that a court officers will what permit ? not. denies a suitor Two are Clearly of this but counsellors are members of the bar not in other This,can make no difference in matter us. States. before By are this and other kindred they permitted comity appear In three causes still before the court cases. are of pending they on the record. counsel their

With own hands assisted in decrees they framing very under the receiver was For this appointed. case at least must be as officers of the to its regarded subject to be dealt inwith the same manner as those are jurisdiction, enrolled our list. The accident of is un- upon residence regularly State, Thomas v. Ala. important! 58 To we add that Gen. Butler argument expressly disclaimed, for himself and Gen. different relations to Pryor, any Court. bar; those our' court than own stating have for the have time what our members courtesy permanently and he to consider the court them as requested right; fully as those resident in our who are within State. have And this we done. one other remains to considered. The suit

Only thing in New York Gen. plaintiff, behalf of him- brought Pryor self, Patton, and Mr. Gen. who have their claims assigned ; himto from which it would he was appear the nom- though inal that all three in interest, were plaintiff, yet really parties actual, nominal, though co-plaintiffs. so,

If this all stand were would in the same before the plight court. But Butler and Messrs. Patton have sold say their *9 claim to and have no Gen. control over the suit in Pryor, New York, in he alone is which plaintiff. true,

We must because, this as save the accept recital in the writ which formal, complaint, may merely shown nothing further, and to we cannot contrary; believe that respectable counsel would state to the court that openly had sold they a which had claim transferred to the name merely of another for the him to make enabling an attachment in New purpose which, interest, in their as non-residents, York could not do names; their own nor can in we believe that honorable gentle- men would seek to through evade common re- technicality a common cause, in or would as- sponsibility desert an he was called sociate when answer what he had on done (cid:127) their behalf. stands, therefore, As the matter Gen. on his own Pryor, respon- has attachment funds sibility, which the intercepted by receiver collect; entitled this act is in order; our derogation of Gen. relation to the court, virtue we have Pryor’s and obedience at his hands. may require

We therefore order that he be from enjoined further prosecu- tion of said suit been have garnished, attached; and the funds been which have that within five days order, from the of this he shall entry release and discharge them, each writing persons garnished all claim which has said funds reason said attachment, STINESS v. PIERCE. Statement Case.

Providence County. them from all answer said suit discharge liability effectually funds were in their hands at the time of for any attachment. been instructed having receiver answer petition default, York in New needs prevent judgment suit at advice present.

further J.,

Ttllinghast, concurred. J.,

Potter, dissented. 29,1881.

Order entered October accordingly, 5, 1881. and submitted evidence Pryor appeared November the order had obeyed. Kart, Thurston, F. Charles James C. Tillinghast Benjamin Parkhurst, for complainants. Frank A. F. Jerome B. Kimball Boger Pryor, §(cid:127) Patton, for respondents. B. Andrew Tilling- — heard case was foregoing Potter, Stiness, Note. hy JJ. hast, vs. W. Pierce et al. Stiness, R. Lewis Assignee, Walter goods, all all manner of other estate assignment chattels, debts, effects, An assignor and wheresoever of which the nature is the soever, situate, kind and what *10 excepting from what and so much as is only exempt attachment,” owner, conveys lawful in the assignor’s interest copartner copartnership. Equity for an account. On demurrer to the bill. Bill Pierce, Willard, Co., of the firm of Willard & H. Alfred insolvent, Providence, made himself an business finding doing of his creditors to the for the benefit complainant, assignment contained the clause cited in deed of assignment Stiness. Stiness, unable to obtain Willard’s court. the opinion estate, interest in firm filed account Willard’s an copartners F. Elisha Lewis Pierce and Clewley, W. equity a' bill an members praying discovery, other copartnership, firm under the direction account, business a settlement share in the balance of Willard’s court, and a conveyance demurred, claimed that this bill To found. un- did in the pass interest copartnership Willard’s the deed assignment. der