15 Wash. 148 | Wash. | 1896
The opinion of the court was delivered by
The Tacoma Trust & Savings Bank was a corporation doing business in the city of Tacoma. On the 25th day of May, 1894, it transferred, assigned, and delivered to the Bank of Tacoma, a corporation organized under the laws of the state of Washington, and doing business in said city, all of its assets, of whatever kind and description; and said Bank of Tacoma, in consideration of said transfer, assumed and agreed to pay all the debts and liabilities of said Tacoma Trust & Savings Bank. On the 17th day of
Section 325 of the Code of Procedure provides that
“A receiver is a person appointed by a court or judicial officer to take charge of property during the pending of a civil action or proceeding, or upon a judgment, decree or order therein, and to manage and dispose of it as the court or officer may direct.”
“A receiver may be appointed by the court in the following cases: . . . (5) When a corporation has been dissolved or is insolvent, or is in imminent danger of insolvency, or has forfeited its corporate rights.”
Such being the provisions of our statute, it seems too clear for argument that the court of proper jurisdiction has a right to appoint a receiver, at the instance of any party interested, whenever it is made to appear to it that such corporation is insolvent, or has forfeited its corporate rights. No other conditions are imposed by the statute, and to import any other would be judicial legislation. Hence it must be held that it is the duty of the superior court of the proper county to appoint a receiver of an insolvent corporation whenever an interested party asks for such action on its part, and establishes the fact of such insolvency to the satisfaction of such court. The large number of cases cited by appellants upon the question as to when a receiver will be appointed were all decided under statutes unlike ours, and can furnish little aid in its construction. In fact, there is no room for construction. The statute is in express terms, and i$s language is capable of. but one interpretation; and thereunder it must be held .that a-creditor has only to establish the fact that he is'such, and that the corporation of which he is such creditor is insolvent, to make it the duty of the proper court to appoint a receiver to take possession of the property of such corporation and close up its affairs. Can a corporation, by its voluntary act in transferring to an assignee all the assets of such corporation, divest the court of the jurisdiction to close up its affairs? To hold that it can would do violence to the statutory provision above referred to. No exception to the power of the court is
Our statute requiring us to hold that a receiver must be appointed at the instance of a creditor of an insolvent corporation requires us to further hold that the object of such statute can"only be fully accomplished by holding that, when such receiver is appointed, he is entitled to the possession of all of the assets of the corporation, the title to which has not been parted with by such corporation upon sufficient consideration moving to it at the time the instrument which purported to convey such assets was executed. Aside from the fact that such statute can only be made fully effective by this construction is the further consideration that the right of the court to appoint a receiver ought not to be taken away by the voluntary act of the insolvent
Such being our conclusions as to the law of this case, but two questions of fact are presented which are material. One is as to whether or not the plaintiff was a creditor of the corporations for which the receiver was appointed, and the other is-as to the insolvency of such corporations. As to both of these questions the superior court has made affirmative findings of fact, which are sufficiently supported by the evidence. It follows that the decree' appealed from must be affirmed.
Dunbar, Anders, Gordon and Scott, JX, concur.