216 F. 795 | E.D. Pa. | 1914
Upon bill filed January 8, 1913, by S. E. Hutchinson, a creditor, and answer admitting the allegations of the bill, a receiver was appointed on the same day to take charge of and preserve the property of the defendant and continue the operation of its steamship line. Upon various petitions of the receiver, orders shown to be necessary for preservation of assets of the company and continuance of the business of the company as a going concern were regularly granted at various times, and, upon petition of April 24, 1913, setting forth the danger of loss to the company and to creditors and stockholders of the good will of the company, the receiver was authorized to sell the good will, leases, office fixtures, and furniture, tackle, and loading equipment of the company for $15,000 in cash and $45,000 worth of the common stock of the American Transportation Company, a Delaware corporation. On July 11, 1913, upon showing by petition that it was impossible to further continue the transportation business of the company, the receiver was authorized to sell the steamships Evelyn and Mae, the company’s only remaining assets, at private sale. On March 10, 1914, upon a showing of the efforts of the receiver to sell the steamships at private sale and failure so to do, an order was entered directing public sale upon due notice by advertisement. As appears by the petition for confirmation of sale, the. receiver set April 8, 1914, as the time for public sale, and due advertisement was made in the leading maritime papers of the Atlantic and Pacific coast; but no bona fide bid was received, either on the vessels offered separately or both together. The receiver accordingly readvertised, as appears
While the petition does not set out what relief is asked by the petitioner, it is apparent that it is desired either to set aside the sale of the good will, etc., or of the ships, or both, or that it is desired to
As to any other relief, none of the parties said to have combined to acquire the assets of the company are parties to this suit, except Mr. Hutchinson, the plaintiff, and Mr. Wether ill, the receiver. There is no denial in the petition of the facts set out in the petition for leave to sell the Evelyn and Mae that all the stockholders were given an opportunity to subscribe to stock in a new company to take over these vessels. The naked averment that the plaintiff, Mr. Hutchinson, and others, who were stockholders and directors in the defendant company, became stockholders and directors in the company which is said to have been the purchaser of the pier facilities and good will of the company, would not be sufficient to sustain a bill against them, without a specific charge of fraud or collusion or showing of want of good faith. Continental Bank v. Allis-Chalmers Co. (D. C.) 200 Fed. 600; Marks et al. v. Merrill Paper Co. et al., 203 Fed. 16, 123 C. C. A. 380; Buchler v. Black (D. C.) 213 Fed. 880.
The present bill was filed for the purpose of preserving the interests of all creditors so far as possible and of continuing the business. The proceedings have been regular and orderly throughout. To enforce in this proceeding a personal liability against the receiver or against the directors of the corporation would not be “in subordination to and in recognition of the propriety of the main proceedings.” Supreme Court Rule in Equity 37 (198 Fed. xxviii, 115 C. C. A. xxviii).
The prayer of the petition is denied, and the petition dismissed.