No. 19 | 3rd Cir. | Jan 4, 1901
This suit was begun by a bill in equity filed by two persons, — one a creditor and the other the receiver of the Northwestern Guaranty Loan Company; but, leave having been asked and granted to dismiss the creditor from the suit, it was treated below, and has been considered here, as if it had been brought in the first instance by the receiver alone. He asserted the right to sue as receiver by virtue of his appointment to that office under the laws of Minnesota, by a court of that state, in a proceeding which had been instituted against the Northwestern Guaranty Loan Company and certain of its stockholders at the instance of certain of its creditors. The bill alleged that under the constitution and laws of Minnesota the stockholders were severally liable to an amount not exceeding the- par value of their respective shares for any deficiency in the assets of the corporation to meet its indebtedness; that in the proceeding before mentioned the existence of such a deficiency was ascertained, and was found to be so great as to require every stockholder to contribute to the full amount of his said liability; that the Minnesota court had, in the same proceeding, decreed that the stockholders should pay accordingly, and had directed the complainant, as receiver, to collect the sums so ordered to be paid; and that the defendants were respectively holders of shares as in the bill particularly stated. Thereupon, it .was asked that they should “be adjudged liable to pay and contribute to the extent of the par value of their several holdings of stock for the equal benefit of the creditors of the said corporation.” Several demurrers were interposed, but it is not necessary to. refer to them separately or in detail. The points urged in their support are, in substance, (1) that the complainant’s
We strongly incline to the opinion that the two points first stated might well have been sustained. This receiver is but the creature of the court which appointed him, and no legal title is vested in him. Therefore his asserted right to sue in another jurisdiction cannot be conceded unless the law as declared in Booth v. Clark, 17 How. 322" court="SCOTUS" date_filed="1855-03-18" href="https://app.midpage.ai/document/booth-v-clark-86932?utm_source=webapp" opinion_id="86932">17 How. 322, 15 L. Ed. 164, has been changed in ¡his respect by the decision in Relfe v. Rundle, 103 U.S. 222" court="SCOTUS" date_filed="1881-01-24" href="https://app.midpage.ai/document/relfe-v-rundle-90314?utm_source=webapp" opinion_id="90314">103 U. S. 222, 26 L. Ed. 337; and we are not prepared to say that it has been. Hale v. Hardon (C. C.) 89 F. 283" court="None" date_filed="1898-09-13" href="https://app.midpage.ai/document/hale-v-hardon-8863126?utm_source=webapp" opinion_id="8863126">89 Fed. 283. Tione of the defendants was a party to the proceeding in the Minnesota court, and while we do not now decide the matter, because it is unnecessary to do so, it is not to be inferred that we assent to the proposition that, because the stockholders of a corporation are so far privy in interest as to be bound by a judgment against it, they are also bound by a decree that they, individually, shall wholly or partially pay its indebtedness, although they have never had a day in court to controvert the existence of the facts upon which their obligation to do so is dependent. Hawkins v. Glenn, 131 U.S. 319" court="SCOTUS" date_filed="1889-05-13" href="https://app.midpage.ai/document/hawkins-v-glenn-92546?utm_source=webapp" opinion_id="92546">131 U. S. 319, 9 Sup. Ct. 739, 33 L. Ed. 184" court="SCOTUS" date_filed="1889-05-13" href="https://app.midpage.ai/document/hawkins-v-glenn-92546?utm_source=webapp" opinion_id="92546">33 L. Ed. 184; Bank v. Farnum, 176 U.S. 640" court="SCOTUS" date_filed="1900-03-19" href="https://app.midpage.ai/document/hancock-national-bank-v-farnum-95206?utm_source=webapp" opinion_id="95206">176 U. S. 640, 20 Sup. Ct. 506, 44 L. Ed. 619" court="SCOTUS" date_filed="1900-03-19" href="https://app.midpage.ai/document/hancock-national-bank-v-farnum-95206?utm_source=webapp" opinion_id="95206">44 L. Ed. 619; and see the dissenting opinion of Colt, J., in Hale v. Hardon, 37 C. C. A. 270, 95 Fed. 777. But the court below, dismissed the bill ’solely upon the ground that the complainant bad an adequate remedy at law (102 F. 790" court="None" date_filed="1900-06-11" href="https://app.midpage.ai/document/hale-v-allinson-9301957?utm_source=webapp" opinion_id="9301957">102 Fed. 790), and the learned judge dealt with that subject so fully and satisfactorily as to render any further discussion of it superfluous. We adopt his opinion as our own, and, for the reasons it presents, the decree is affirmed.