| Ill. App. Ct. | Apr 6, 1893
delivered the opinion of the Court.
September 9, 1892, Jacob Graff filed a bill in the Superior Court, stating that he was a stockholder in the bTorthwestern Shoe Company, a corporation at Belvidere, in Boone County, Illinois, and in substance that the corporation was in pecuniary difficulties, its property being attached, its business stopped, and that unless a receiver was appointed to conduct its business, its assets would be sacrificed, title to property which it held upon condition of continuing business forfeited, and the plant go “ to wreck and ruin,” so that the complainant would get nothing for his stock; all of which evil consequences might be avoided by conducting the business through a receiver until the stock of goods, raw material, and credits of the corporation could be converted into cash, and applied to the payment of its debts.
On the same day the bill was filed, the corporation appeared and consented to the appointment of Bobert W. Wright, of Belvidere, as receiver, and the court appointed him.
September 20, 1892, Chick Brothers, for whom Weigley et al., were attorneys, recovered in the Circuit Court of Cook County, a judgment against the corporation, and September 27, 1892, an execution upon that judgment was, by direction of Weigley et al., as such attorneys, levied by Ames, who was sheriff of Boone county, upon some boots and shoes of the corporation, which were in the freight house of the Forth Western Bailway at Belvidere.
Some question is in the case as to what the receiver had done about these boots and shoes, but we regard it as immaterial.
Weigley et al., and Ames, knew before the levy, that Wright had been appointed receiver.
It is not necessary to state at length the proceedings which ended in orders for attachments of Weigley et al., and Ames, for contempt of the court in refusing to obey the order of the court to surrender to the receiver the boots and shoes levied upon, to reverse which orders this appeal and writ of error are prosecuted.
There are many cases which hold that where the property rights of a private corporation are involved or threatened, and the governing power of the corporation, upon the application of a stockholder to that power to seek a remedy in equity, refuses so to do, he may go into equity, stating such refusal and the grievance, and obtain relief. Morawetz on Corp., Sec. 241. But such application and refusal are conditions precedent (Ibid.) and it needs no authority that even in such case the relief must be such as the corporation is itself entitled to.
A corporation is entitled to no greater protection of its property than an individual, and was it ever held that either a corporation or an individual was entitled to the protection of a court of equity against the process of the law to collect debts, because of the effect upon the prosperity of the debtor? Under an assignment for the benefit of creditors under the statute, or upon a bill filed for a dissolution of a copartnership, or upon a bill by a creditor of a corporation, under section 25 of the statute concerning corporations, where assets are under judicial control for ratable distribution among creditors, stringent measures to prevent interference have been sanctioned.
Sercomb v. Catlin, 128 Ill. 556" date_filed="1889-05-16" court="Ill." case_name="Sercomb v. Catlin">128 Ill. 556, 30 Ill. App. 258" date_filed="1889-02-13" court="Ill. App. Ct." case_name="Sercomb v. Catlin">30 Ill. App. 258, is an extreme instance, and however arrogant and despotic in its tone, the quotation from thve Eh ode Island court, made by us in 30 Ill. App. 261" date_filed="1889-02-13" court="Ill. App. Ct." case_name="Brophy v. Taylor">30 Ill. App. 261, is doubtless good law.
The question, then is, had the Superior Court jurisdiction to make the orders to surrender possession of the goods levied upon, and the answer to this question depends upon the jurisdiction of the court over the subject-matter of the suit.
We lay out of view 'the allegation of the bill that the corporation had title to lands and buildings in Boone county, and that one object, not clearly stated, may be the ultimate disposition of that property, and also that the home of the corporation was there.
These objections, if valid, could perhaps be-waived by the corporation as being in the nature of personal privileges. But this bill is a bold undisguised attempt to do what in Robinson v. Raulston, 33 Ill. App. 166" date_filed="1889-05-29" court="Ill. App. Ct." case_name="Robinson v. Raulston">33 Ill. App. 166, was attempted, under disguise, and condemned.
If the final dissolution of the corporation be considered as the object of the bill, the court had no jurisdiction. Wheeler v. Pullman Iron & Steel Co., 32 N. E. Rep. 420, 43 Ill. App. 626" date_filed="1892-02-09" court="Ill. App. Ct." case_name="Wheeler v. Pullman Iron & Steel Co.">43 Ill. App. 626, 143 Ill. 197" date_filed="1892-10-31" court="Ill." case_name="Wheeler v. Pullman Iron & Steel Co.">143 Ill. 197, where the case was decided the same way upon other grounds.
And if the staving off of creditors be the subject of the bill, it is hardly possible that anybody would claim that a court of equity should do that. In any aspect of the case, the court had no jurisdiction of the subject-matter; no right, power or authority to grant the relief. This subject is one that often involves questions of great difficulty.
One who Avishes to pursue it, can start with cases cited on page 411, in Welch v. People, 30 Ill. App. 399" date_filed="1889-04-17" court="Ill. App. Ct." case_name="Welch v. People">30 Ill. App. 399, and by following back from them, find great trouble in reconciling decisions. n
But there remains this' consideration: That in form, a suit was pending in the Superior Court on the equity side, and in fact that court had appointed a receiver and directed the surrender of the goods; that hoAvever erroneous, that order should" be obeyed; that the dignity of the' court required obedience. It is common observation that stick-ling for dignity does not increase respect.
Neither Weigley et al., nor Ames, were parties to the suit, and had they been, could not have appealed from that order. “ It was ” their “ privilege "x" * * either to obey the order, or stand in defiance of the power of the court. * * * When the court attempted to enforce obedience to its order * * * as for contempt of court * * * an appeal might be taken or * * * a writ of error would lie. * * ' * On the reviewing of such judgment of the court * * * the propriety of the preliminary or interlocutory order could be considered.”
In Lester v. Berkowitz, 125 Ill. 307" date_filed="1888-06-16" court="Ill." case_name="Lester v. Berkowitz">125 Ill. 307, and Lester v. People, 23 N. E. Rep. 387, the Supreme Court discharged Lester from the fine imposed for disobedience of the order which he attempted to have the court review in the first case. We are informed that this last case is still before the Supreme Court upon some application for rehearing, but whatever may be its authority as a final decision, it is the expression of an opinion once entertained by the Supreme Court, that one may safely disobey an “ unauthorized ” order. In Sercomb v. Catlin, supra, this court and the Supreme Court both thought it necessary, in justifying the adjudication that Sercomb was guilty of a contempt, to also justify the order which he refused to obey.
We'do not, in reversing these judgments, trench upon the doctrine of Berkson v. People, No. 4436, this term. There the substance of the order disobeyed was right; if subject to criticism as to details, Berkson should have asked for a rectification of those details. The judicial department is the guardian of the property and liberty of the citizen; it should not transcend its power, and trespass upon them.
The orders or judgments adjudging the appellants and plaintiff in error guilty of contempt, are reversed.