Dreifus v. Colonial Bank & Trust Co., 54 So. 358

Dreifus v. Colonial Bank & Trust Co.

54 So. 358 | La. | 1911

LAND, J.

The liquidating commissioners *1088of the Colonial Bank & Trust Company filed a provisional account of their administration, showing a balance of $49,133.05, to be divided among 24,000 shares of stock at $2 per share, leaving a net balance of $1,133.05, besides uncollected assets amounting to $210,-192.44.

The law firms of Titche & Rogers and of Lazarus, Michel & Lazarus filed an opposition, claiming an allowance of $2,000 as counsel fees for beneficial services rendered in the matter of the liquidation of said corporation. The opposition was dismissed, and the opponents have appealed.'

The history of the previous litigation is set forth in the opinion in Dreifus v. Colonial Bank & Trust Company, 123 La. 61, 48 South. 649.

In that case opponents appeared as counsel for Joseph Rittenberg and Alfred Hurwitz, two stockholders, owning together 4011 shares out of 24,000, constituting the capital stock of the corporation. These stockholders intervened in the friendly suit for the appointment of a liquidator, and prayed for the appointment of a receiver.

Pending 'the suit, a stockholders’ meeting was held, and by a unanimous vote it was resolved that the corporation be liquidated, and that three certain stockholders be selected as liquidators in accordance with the provisions of the charter. These liquidators filed a petition in the proceedings, praying that their appointment be recognized, and, if necessary, be confirmed by proper action of the court, and alleging that they had agreed to serve without compensation, and would do so if their appointment was confirmed. The two stockholders mentioned opposed the confirmation of the three liquidators on various grounds.

The court set aside the appointment in limine of the German-American Bank, as liquidator, and appointed two receivers. Prom this decree the Colonial Bank & Trust Company and other parties took a suspensive appeal. During these proceedings the liquidation of the bank went on.

On the appeal the judgment of the lower court was set aside, and the appointment of the three liquidators was confirmed, and Rittenberg and I-Iurwitz were condemned to pay the costs of their opposition and costs of appeal.

We cannot perceive how the corporation was pecuniarily benefited by the services of counsel for the two stockholders, who not only opposed the appointment of the German-American Bank as liquidator, but sought by injunction to prevent the meeting of the stockholders for the purpose of electing liquidators under the provisions of the charter.

These stockholders were finally defeated in their attempt to have a receiver appointed, and also in their opposition to the recognition and confirmation of the liquidators selected under the provisions of the charter by the stockholders.

The appointment of the German-American Bank as liquidator, and the appointment of the receivers, were both set aside as the result of the decision of the Supreme Court that the stockholders had the legal right to select liquidators of the affairs of the corporation. The “hostile stockholders” - contributed nothing to this result.

There is no equity in the demand of the opponents, and it would serve no useful purpose to review the jurisprudence as to the right of an attorney to recover fees from parties who have not employed him, but who have been directly benefited by his services. The jurisprudence of this state has uniformly denied such right in eases where the services of counsel have been most valuable to parties not represented by him. Roselius v. Delachaise, 5 La. Ann. 481, 52 Am. Dec. 597; Forman v. Sewerage & Water Board, 119 La. *109049, 43 South. 908. There may be exceptions to this rule in other jurisdictions, where the services of counsel have preserved common rights or common property, in the interest of all parties concerned. It will be time enough to consider such a case when it is presented.

Judgment affirmed.