156 Pa. 531 | Pa. | 1893
Opinion by
A receiver is not a common law officer and his functions have no relation to the title to the exercise of a franchise, which is the sole question raised upon the quo warranto. No authority existed, therefore, for the appointment in the present case, unless it can be found in express statutory provision.
This'is claimed first by virtue of the act of April 4, 1872, P. L. 46. By the first section of that act whenever a corporation is dissolved by judgment of ouster on quo warranto in any court of competent jurisdiction, the property and assets pass to' the officers of the corporation as trustees for the stockholders and creditors. By section second the Supreme Court or any judge thereof sitting at nisi prius, may, upon the petition of any stockholder or creditor, appoint a receiver who shall have all the powers of a receiver appointed by a court of chancery, to take possession and make distribution of the assets. Two-things are entirely clear upon the face of this act, first that the regular and ordinary course of administration of the assets is by the officers of the corporation as trustees, and secondly that
It would seem as if the learned court below, impressed with the fact that the corporation defendant was claiming and exercising an unlawful and dangerous power, had sought a remedy though at the expense of some stretch of its jurisdiction. Even for so laudable a purpose however, this is not a safe mode-of administering the law.
The attempt to sustain the appointment of a receiver under the laws relating to the Insurance Department is not made by the learned court in its opinion, and does not require discussion. At the time of such appointment the court had no jurisdiction in any form to make it.
Subsequently to the appointment, the learned attorney general seeing the untenable ground upon which it rested, prepared, and the legislature, at his'request, as is frankly admitted in his paper book, passed the act of April" 26,1893, and on motion the court reappointed the same receiver. The passage of a general statute to affect a particular case, however desirable the remedy may be, and however proper the motives of its promoters, is nevertheless a delicate and dangerous kind of legislation. The attention of the draftsman being concentrated on the requirements of the special case, the proper safeguards of general legislation are necessarily in some danger of being overlooked. The objections made to the present act show that it has not been able to escape criticism in this particular. Whether an act requiring a court to enlarge and continue for new purposes a suit which has ended, is not an invasion of the judicial power; whether for such new purposes new parties can be brought in, and their rights determined in a summary way, by a tribunal not having original jurisdiction over them or their property; and whether any court can be so far invested with a special jurisdiction as to authorize it to take parties or property out of the control of another court of co-ordinate powers, are grave constitutional questions which we are not obliged to consider now. ' The application of the act to the present case depends on the second section, which extends its provisions to corporations previously dissolved, but “ the affairs of which have not
In the present case the assignment to the appellant was made
Though this case is not within the statute, yet the proceedings involved in appeal No. 36 make it proper to say that even in future cases, to which the act will apply, the direction that the receiver “ shall be held to supersede an assignee of the corporation in possession ” will not authorize the court appointing the receiver to make summary orders upon an assignee who is under the jurisdiction of another court. Rights have been acquired and obligations assumed, by the assignee, the surety, and the creditors, in accordance with law, and the parties are entitled to have them settled in the tribunal under whose jurisdiction they attached. The receiver must go into that court for an account and order to turn over the property to the assignee.
It was intimated at the argument that there was a misunderstanding, if not a breach of agreement, by the officers of the corporation, as to the making of the assignment, and the appointment of counsel to direct its management. With that we have nothing to do. If there are any grounds to vacate the assignment, or remove the assignee, they must be presented to the court which has obtained jurisdiction over both. The assignee is entitled to select his own counsel; and if other parties are not satisfied that their interests are being properly cared for, they must employ their own counsel as in other cases. The court will see that the assignee does his duty according to law, and as the responsibility is upon him, he is entitled to his own adviser in whom he has confidence.
The decree of Feb. 23, 1893, appointing a receiver, and all subsequent orders, are reversed and vacated for want of jurisdiction.