113 Wash. 63 | Wash. | 1920
Lead Opinion
The respondent has moved to dismiss, this appeal. A careful consideration of the motion convinces us that it is without substantial merit, and. we therefore deny it.
By this action, the plaintiff, who is one of the appellants here, sought to have a receiver appointed over the property and effects of the defendant, another appellant, the Silver Basin Mining Company. The complaint alleged, in substance, that the defendant was a corporation organized for the purpose of carrying on, owning, conducting, working and disposing of mining claims and mining property; that it owned certain mining property in Stevens county, Washington; that the plaintiff was a stockholder of the company; that it was without money, or means of raising money; that the stockholders, officers and trustees were in constant disputes and-quarrels, which not only interfered with the successful operation of the company’s property* but were causing its assets, to be dissipated; that it
From time to time, certain stockholders, and others interested, objected to the appointment of the receiver, and asked for his discharge after he was appointed; on the grounds that there was no sufficient reason or cause for his appointment, and that the court did not have jurisdiction to make it. These questions have been elaborately argued. We think, however, there was sufficient ground for the appointment. The court, after a hearing, determined and adjudged that the affairs of the company were in substantially the condition set out in the complaint, and that it was necessary to appoint a receiver to protect and conserve the assets. If the conditions were as they were by the court found to be, then there was ample ground for the appointment of the receiver; and a careful examination of the record convinces us that the proof was amply sufficient to justify the court’s conclusions. Particularly is this true when it is remembered that the
But it is further contended that the suit was brought in the wrong county, and the court was, therefore, entirely without jurisdiction; and that the appointment of the receiver and all acts and things done by him were null and void. Section 206, Rem. Code, provides that a corporation may be sued
“ . . . in any county where the corporation transacts business or transacted business at the time the cause of action arose; or in any county where the corporation has an office for the transaction of business or any person resides upon whom process may be served . . . ”
We think the record affirmatively shows jurisdiction. It shows that the company had property in the county where the suit was brought, to wit, Stevens county; .the complaint alleged that: “Said corporation has been for many years and now is operating and conducting said property in said county.” The answer of the company admitted this allegation in the complaint. There is nothing in the record to negative the idea that the corporation had an office in Stevens county “for the transaction of business,” or that persons upon whom process might have been served resided in that county. On the contrary, the order appointing the temporary receiver expressly recited that, at that time, the company was “engaged in owning, controlling and operating mining properties in Stevens county, Washington,” and “that the above-entitled court has jurisdiction to make such appointment.” The order making the receivership permanent contained similar recitals. During the receivership pro
“ . . . every fact not negatived by the record will be presumed in aid of the judgment, and it will only be held void when it affirmatively appears from the record that the court had no jurisdiction to render it. ’ ’
Such have been the decisions of this court from the beginning. We are therefore satisfied that the record as it stands shows that the court had jurisdiction to appoint the receiver.
Several months after the receiver had been appointed, the various stockholders, creditors and others interested, petitioned the court, showing that there was no longer any reason to continue the receivership, and asked that the receiver be discharged. Thereupon the receiver made a final report and asked that compensation for himself and his attorneys be fixed and paid before he was discharged. Upon a hearing, the court determined that conditions were such that the receiver should be discharged, fixed his compensation at $2,500, and that of his attorneys at a like sum, and directed that, upon the payment of such sums, an order would be made discharging the receiver. The appellants admit that the fixing of the compensation for the receiver and his attorneys is ordinarily within the discretion of
While it is true that the correct rule is that the fixing by the court of compensation for its receiver and his attorneys is largely within its discretion, yet the matter is discretionary only in the sense that there are no fixed rules to determine the proper amounts, and it is not discretionary in the sense that courts are at liberty to give anything more than a fair and reasonable compensation. When the receiver was appointed, he gave a bond in the sum of $10,000, took possession of the assets of the company and made an inventory thereof. At no time during the receivership did he operate the property, nor did any moneys come into his hands. He made quite constant effort, under the orders of the court, to sell the property, and in that connection received several bids which, from time to time, were submitted by him to the court, and which, generally under his advice, were rejected. At no time was any of the property sold, and when it came time to terminate the receivership, the property existed just as it did when the receiver was appointed. Throughout the proceeding, some of the stockholders and officers of the corporation were very antagonistic to the receiver and were constantly objecting to his appointment, to any sale of the property, and to his reports to the court. Thus were the burdens of the receiver and his attorneys made much greater than they otherwise would have been. We realize that the services of the receiver and his attorneys were apparently well performed and were valuable; but we are all of the opinion that the compensation allowed both to the receiver and his attorneys was too great. It would not serve any useful purpose for us to recite in detail the
The judgment and orders appealed from are in all things approved and affirmed, except as to the compensations above mentioned. As to those matters, the orders and judgments appealed from are reversed, with instructions to the lower court to allow the receiver compensation in the sum of $1,500, and his attorneys a like sum. Neither party wiil recover costs of the other. '
Holcomb, C. J., Tolman, Mount, and Fullerton, JJ., concur.
Rehearing
On Rehearing.
[Department Two. December 3, 1920.]
The appellants were interested in the estate in the hands of the receiver, who was the respondent. The closing sentence of our original opinion was as follows, “Neither party will recover costs of the other.” The receiver, by petition for rehearing, asks whether or not he will be permitted to receive his costs of the appeal out of the estate in receivership.
It seems to us that the original opinion was clear enough on this point. What we intended to decide, and what we now decide, is that the appellants will pay their own costs, and that the receiver will be entitled