26 Conn. 544 | Conn. | 1857
In disposing of this case, we shall confine ourselves strictly to the questions which are presented on the record, without undertaking to decide several others which have been argued before us, but which we think are not now regularly presented. Pursuing this course, we shall not consider the questions made, as to the effect of the supposed consolidation or union of the three original corporations, chartered respectively by the states of Connecticut, Rhode
The case has been treated on both sides, in some parts of the argument, as if a consolidated corporation, formed out of those three corporations, is the one which was attempted to be put into insolvency before the probate court for the district of Middletown. We think, however, that the proceedings before that court were instituted, not against such a corporation, but against the original corporation called The New York and Boston Railroad Company, which was chartered by the legislature of Connecticut, in 1846,—that the latter is therefore the only corporation before that court, —and that it is in respect to that corporation only that those proceedings, or their regularity, are to be here considered and determined.
The original petition to the court of probate, instituted by Platt, alleges that he is a creditor of “ The New York and Boston Railroad Company, a corporation duly established and organized under the laws of the state of Connecticut, whereof ” the individuals therein named “are stockholders and members, having their office in Middletown; ” a description which corresponds exactly with the corporation of that name which was created in 1846 by the legislature of this state, but which is wholly inapplicable to one which has been consolidated with several other corporations created under the laws of other states, and merged and united with them into one substituted corporation by virtue of the laws of the several states by which they were originally incorporated. It proceeds to state that he has commenced a suit by attachment for the recovery of his debt against the corporation thus described; sets forth, at large, the proceedings on that attachment, which are those required by the insolvent act of 1853, in order to lay the foundation for an application to the court of probate for the relief therein provided for the
The first that we hear of any other corporation, is after the appeal was taken in this case, and when the appellants file their reasons for that appeal in the superior court. In the last of those reasons, after having in those which preceded it treated the proceedings of the court of probate as having been instituted against the original Connecticut corporation, and urged their invalidity on the ground that they were its creditors, and had secured their claim against it by a writ of foreign attachment, they allege that when, and
The proceedings in insolvency in this case before the pro
The question then arises, whether the provisions of that act are applicable to such a corporation as the original New York and Boston Railroad Company chartered by this state,' and which is wholly a domestic corporation. The proceedings in this case were at the instance of creditors of that corporation, and not under an assignment made by it, and were therefore involuntary on its part. It is suggested that the act does not expressly authorize proceedings under it against any corporation in invitum, and that therefore no such body can be subjected to its operation, unless voluntarily on its part by having made an assignment of its property as provided in the first section. We by no means admit that corporations are not by the terms of the act, and the legal construction of its language, embraced in the other sections which provide for involuntary proceedings against insolvent debtors, and indeed have no doubt that, if it became necessary to decide that point, we should hold that they are embraced by its terms; but looking at the provisions of those other sections in connexion with the first, and especially at the second and fifth sections, there can not be a doubt that the act was intended to extend to corporations as well as to natural persons, and that involuntary proceedings were contemplated under it against the estate of all debtors who are competent to bring themselves voluntarily within its operation by making an assignment of their property. It is next claimed that if the act embraces any corporations, it does not embrace all, and that railroad corporations are among those which are excluded. Municipal corporations, so called, such
The .appellants next object to the regularity of the proceedings on the writ of attachment sued out by Platt against the railroad company, on which his petition to put it into bankruptcy was 'founded, because Stokes, on whom as secretary of the company demand was made by the officer for property sufficient for the security of Platt’s claim, and with whom a copy of that writ was left in séVvice, was not then the secretary of the company, for that the directors of the company had previously removed him from said office and appointed one Rice to said office in his place; and that therefore said demand of Stokes, and the service of said ‘writ, were both invalid. These objections do not rest on the ground that Stokes was never the secretary of the company, for it is impliedly admitted by the appellants in their reasons, and the argument has proceeded on the concession, that he had been its secretary, but upon the claim that 'Rice had been appointed in his place ; for if he had not, Stokes obviously retained the office. On the facts found, we think it plainly appears that whatever action was taken in respect to Rice, was not taken by the railroad company against which the proceedings before the probate court were instituted, but by what is claimed to be the new con
The appellants further claim that there was no legal notice to the railroad company of the petition to the court of probate for the appointment of a trustee. It appears that the company appeared before that court on that petition by its attorney, that no objection was ever made to the want of such notice or to the jurisdiction of the court on that or any other account, that a time was fixed by the court within which the company should file their pleadings and answer to the petition, and subsequently for the hearing of the case,
The appellants also claim that when the proceedings were commenced, the company had no office or place of business in the Middletown probate district, and that therefore the court of probate for that district had no jurisdiction of the case. Without considering the manner in which the company conducted its affairs after its supposed union with the two other railroad companies with which it became connected, and which united companies had an office in Middle-town for the transaction of their business, we think that the office of the original Connecticut corporation must be deemed, for the purposes of the present proceedings, to have remained in Middletown, which is within that probate district. It had its office there when it was organized, and for a considerable period afterwards, and indeed down to the time of its connexion with the other railroad companies, and it does not appear that it has ever been removed to any other place. We are of opinion, even if it had ceased doing business before the proceedings in insolvency, that for the purpose, at least, of rendering them amenable to the provisions of our insolvent act, that should be considered as having continued to be their place of business within the intent of that act. The idea that an insolvent corporation having an office where its business is transacted, can, by discontinuing its- business, defeat the relief which is provided for its creditors by our insolvent law, is not susceptible of a plausible vindication. Its
The claim that the judge óf probate was disqualified to act in this case, because he had been retained or consulted as attorney or counsel in matters appertaining to the settlement of the estate in question, is plainly unfounded. By the first section of the twenty-fifth chapter of the acts of 1855, on which the appellants rely, it was optional with the judge to act, if he had been so retained or consulted, unless some person interested in the estate objected, and in the present case no objection was made.
We therefore advise that the orders and decrees of the probate court appealed from, be affirmed.
In this opinion the other judges concurred
Decrees of probate to be affirmed.