State v. PhŒnix Loan Ass'n

• Decision Date: 18 December 1900
• Court: Missouri Supreme Court
• Parties: STATE ex rel. GRAY v. PHŒNIX LOAN ASS'N et al.

60 S.W. 74

159 Mo. 102

STATE ex rel. GRAY v. PHŒNIX LOAN ASS'N et al.

Supreme Court of Missouri.

December 18, 1900.

RECEIVERS—APPOINTMENT IN VACATION—AUTHORITY OF COURT—APPEAL AND ERROR—QUESTIONS PRESENTED—PETITION FOR APPOINTMENT—SUFFICIENCY.

1. Rev. St. 1889, § 2193, provides that the court, or any judge thereof, shall have authority, in vacation, to appoint a receiver whenever such appointment shall be deemed necessary. Held, that a judge of the circuit court had authority, in vacation, to appoint a receiver to take charge of the property and assets of a building and loan association.

2. Where a judge of the circuit court appointed a receiver in vacation to take charge of the property of a building and loan association, an appeal from an order denying a motion to revoke the appointment did not present the question whether the court had authority in vacation to appoint a receiver to wind up the affairs of the corporation.

3. A petition filed by the superintendent of building and loan associations for the appointment of a receiver to take charge of the property of a building and loan association alleged that the corporation was conducting business in a manner which, in view of recent decisions of the appellate court, destroyed public confidence in the association and jeopardized the rights of its stockholders, and that it was unsafe and inexpedient to continue the business, which facts were admitted by the answer filed by the corporation. Held, that the petition and answer presented sufficient facts to justify the exercise of the discretion of the circuit judge in appointing a receiver for the association in vacation.

In banc. Appeal from circuit court, Buchanan county; A. M. Woodson, Judge.

Action by the state, on the relation of Henry G. Gray, against the Phœnix Loan Association, to wind up the affairs of the defendant corporation, and for the appointment of a receiver, in which A. L. Crawford and other stockholders of the defendant corporation filed a petition in behalf of themselves and other stockholders, and were made parties defendant. From an order denying said stockholders' motion to revoke an order appointing a receiver, they appeal. Affirmed.

Crow & Eastin and Vinton Pike, for appellants. O. M. Spencer, Huston & Brewster, and Benj. J. Woodson, for respondent.

VALLIANT, J.

This is a suit instituted by the supervisor of building and loan associations, looking to the dissolution and winding up of the defendant corporation. Appellants are stockholders in the concern, who were made parties defendant on their own petition. The cause is here on appeal from an order refusing to revoke an order appointing receivers of the affairs of the corporation. Only so much of the controversy, therefore, as is involved in that order is before us for review.

The petition was filed in the office of the clerk of the circuit court of Buchanan county during the vacation of the court, on July 15, 1899. It was signed by the supervisor of building and loan associations in person, without the appearance of the attorney general. It stated, in substance, that the relator had made official examination into and was acquainted with the affairs of the corporation, and that, owing to adverse rulings of the appellate courts of this state, the confidence of the public in the association had been shaken to such an extent that it was impossible for the officers to secure any new business or find new investors in the association, and that it could not continue business with a profit to those who had already invested in it, or with the hope of collecting premiums on loans made, and, if they could not be collected, the concern was insolvent; that a large number of shareholders had filed their stock for withdrawal, and, if permitted to withdraw at the then book value of the stock, it would so cripple the association that the other shareholders would not get the same proportion for their stock; wherefore the relator stated that it was unsafe and inexpedient for the association to continue to transact business. The prayer of the petition was for a dissolution of the corporation, appointment of a receiver to take charge of its property and affairs and wind up its business, and for an injunction, etc. At the same time the petition was filed an answer for the corporation was also filed, admitting the truth of the statements of the petition, and joining in the request that a receiver be appointed to wind up its affairs. And on the same day the petition and answer were presented to one of the judges of that court in chambers, who thereupon made an order in writing, signed by him as such judge, purporting to dissolve the corporation, and enjoin its officers and agents from conducting its business, and appointed two "receivers to take charge of the property and assets and to wind up the affairs of said association according to law and as this court may from time to time order." The order required the receivers to execute bond for the faithful performance of their duties, gave direction to them to select a bank of deposit, to make an inventory of the assets, appointed appraisers, ordered the board of directors to execute deeds conveying the property of the corporation outside of Missouri to the receivers, and ordered the receivers to employ a certain attorney as their attorney and counselor in all matters connected with the management and winding up of the business and such clerical assistance as might be necessary. Afterwards, in September following, several stockholders filed their petition in the case, showing the interest they had in the matter, and praying to be made parties to the suit. The petition was elaborate in its statements, showing mismanagement on the part of the...