88 Pa. 389 | Pa. | 1879
delivered the opinion of the court February 3d 1879.
The bill in this case sets forth “ that the Humane Fire Company of the City and Liberties of Philadelphia, one of the defendants, is an incorporated company in the city of Philadelphia, and that the other defendants are and were members and officers thereof. That the plaintiffs were for many years, and still are, honorary members of the said corporation. That the property of said company consisted, inter alia; of a steamer, hose, hose-carriage, horses and harness, real estate, stock in thé Fire Association and other property, in all of the value of $50,000.”
“ That the said Humane Fire Company and the other defendants, members of said company, have, to wit: In the year 1871, sold part of the stock, namely: steamer, hose, hose-carriage, horses, &c., necessary for the corporate purpose and business, and are about giving up their organization and disbanding, and have illegally and frauduíently distributed and set over certain shares of stock of the Fire Association, and other property, of great value, to wit: of the value of $20,000; the property of said company, to and among’ the said members, defendants and others, other. than your orators, and are threatening to sell the real estate of the said company defendant, situate in the city of Philadelphia, and so, as aforesaid, distribute and divide the proceeds of said real estate and other property of said com
Then follows the averments that the plaintiffs are severally entitled, in law and equity, to a full equal part and share of said property with the other members of said corporation, and that the defendants have refused, and still do refuse, to divide with the complainants.
Next come the prayers : 1st, for discovery and account; 2d, that the defendants be decreed to pay, distribute and divide, to and with the complainants and each of them, the value of the said shares of stock and proceeds of said sales, in a fair and equal ratio with the other members of the said company; 3d, that the defendants be decreed to return to the said company the shares of stock illegally distributed, or pay to the company the value thereof, and that they be restrained from selling the real estate; and 4th, and last, that the complainants bo decreed to be members of the company defendant, that the distributions made be declared illegal, and that said company be directed to collect, recover and receive the stock of the Fire Association so, as aforesaid, illegally distributed, or the value thereof in money.
The master found that Joseph E. Smith, one of the complainants, is now and was, at the time of the distribution above mentioned and set forth, a member of the Humane Fire Company, and as such entitled to a distributive share of its estate and property, and thereupon reported the following decree which was adopted by the court, to wit: “ That of the assets distributed by the Humane Fire Company of the City and Liberties of Philadelphia, there is due the plaintiff the sum of $2713.38. That the defendants, the Humane Fire Company of the City and Liberties of Philadelphia, John M. Melloy, George W. Plumley and John A. Franks, pay to said plaintiff the said sum hereby adjudged to be due him.”
It would thus seem to have been assumed that the defendants, co-members of the company with the plaintiff, had disposed of and used to their own profit and advantage, property in part belonging to the plaintiff, and that for such part not only they but the company must account. Now if this assumption be correct, then is the conclusion also correct; but if it be so that this property belonged to the company and not to its memhers, then is this conclusion wrong and the decree founded upon it is also wrong. This is not a trading corporation designed to make money for its shareholders, whose money has purchased its property and in which property every such shareholder has a right, proportioned to the amount of his contribution, but it is a charity, incorporated as a public benefaction, and it consequently holds its property, which has been contributed by the public, in trust for that public. There are no shareholders in companies of this kind, and if any contributions have been made to this company by the members thereof, they were made as gifts and donations for the public good, and these members themselves are but
It has been urged, by the learned counsel for the plaintiff, that this-was but a division by the corporation of certain of its assets among its members, a power belonging to all corporations, and that the defendants wrongfully possessed themselves of the plaintiff’s share and so may he compelled to account. This would apply, in some cases, with much force to trading corporations, but not to a
It follows, that in no view of this case has the plaintiff any standing to maintain his bill.
The decree of the Court of Common Pleas is reversed and vacated, and the plaintiff’s bill is dismissed, and it is ordered that he pay the costs.