Baring v. Galpin

• Decision Date: 31 December 1888
• Citation: 57 Conn. 352,18 A. 266
• Parties: BARING et al. v. GALPIN. BROWN et al. v. SAME. HEIDELBACH et al. v. SAME.
• Court: Connecticut Supreme Court

18 A. 266

57 Conn. 352

BARING et al.

v. GALPIN.

BROWN et al.

v. SAME.

HEIDELBACH et al.

v. SAME.

Supreme Court of Errors of Connecticut.

Dec. 31, 1888.

Cases reserved from superior court, New Haven county.

Applications for orders compelling Samuel A. Galpin, the receiver of the New Haven Wire Company, an insolvent corporation, to surrender to applicants their several portions of a large quantity of iron rods, which said receiver held as the property of the corporation, and of which said applicants claimed to be the owners.

C. R. Ingersoll, H. Stoddard, and J. W. Bristol, for Baring Bros. & Co. and Kidder, Peabody & Co. S. E. Baldwin, H. G. Newton, and C. Kleiner, for Brown Bros. & Co. and Brown, Shipley & Co. J. T. Platt and J. T. Moran, for Heidelbach, Ickelheimer & Co. J. W. Ailing and H. C. White, for receiver.

BEARDSLEY, J. This is an application to the superior court for the county of New Haven for an order compelling the receiver of an insolvent corporation to deliver specified articles of personal property to the applicants, of which they claim to be the owners, but which he holds as the property of the corporation. On or about September 7, 1887, Samuel A. Galpin, of New Haven, was duly appointed the temporary receiver of the New Haven Wire Company, a corporation located at New Haven. He was subsequently made, and still is, receiver, and as such duly holds possession of the property and effects of the corporation, and is proceeding to wind up its affairs, and dispose of its property and effects, pursuant to law. As such receiver, there came into his possession certain machines for the manufacture of nails, and about 2,635 tons of wire rods. He claims this property as that of the corporation.

Concerning a portion of this property, Baring Bros., of London, Eng., make the following application: "The application of Baring Brothers, and of Kidder, Peabody & Co., respectfully represents that said firm of Baring Brothers is a firm engaged in the business of banking at London, in the kingdom of Great Britain, and that Kidder, Peabody & Co. are the American agents and correspondents of said Baring Brothers, doing business in the city of New York; that the New Haven Wire Company is a corporation organized under the laws of the state of Connecticut, and located in New Haven, in said state; that one Samuel A. Galpin has been appointed temporary receiver of the assets, effects, and estate of said corporation, and has duly qualified as such, and is now in possession of the property and effects of said corporation, and is proceeding to wind up its affairs, and to dispose of its property and effects pursuant to the statute in such case provided; that among the property and effects which have come into the custody of said Galpin as receiver are certain bundles of wire rods,— in all, about one thousand tons thereof,— and certain other property and effects, which are the proper goods and estate of your applicants, and to the immediate possession whereof your applicants are entitled, and which your applicants are desirous of having delivered out of the custody of said receiver, and into the possession of your applicants. Your applicants therefore pray your honor to order and decree that upon proof of ownership, and of the right to the possession of said wire rods and other property, said receiver be authorized and empowered to deliver the same to your applicants."

Concerning another portion, Brown Bros. & Co., of New York, and Brown, Shipley & Co., of Liverpool and London, Eng., make the following application: "Your applicants are the absolute owners, and entitled to the immediate possession, of certain personal property, now situated in the yard owned and occupied by said corporation, to-wit, twenty thousand bundles of iron and steel rods and wire, and seven boxes of nail-machines; and are also the owners, and entitled to the immediate possession, of certain other personal property, to-wit, fifty thousand bundles of iron and steel rods and wire, in which said corporation or said receiver may claim some equitable interest. Said receiver claims to have the custody of all of said property, and desires to have the order of this court before surrendering the same to your applicants. A large amount of the property of your applicants had been sold by said corporation prior to the appointment of the receiver, and not paid for, and the debts and choses in action accruing therefor, a more particular description of which your applicants are at present unable to give, are now held by said corporation or said receiver, and your applicants are entitled to have the same turned over and assigned to them. Said corporation, or said receiver thereof, now holds a large amount of cash on hand, proceeds of the sale of property of your applicants, which proceeds of such sales your applicants are legally entitled to receive. Your applicants therefore pray that inquiry be made into the truth of the allegations of this application, and, on finding them to be true, that an order be made that said receiver deliver and turn over to your applicants all personal property in his custody, or in the custody of said corporation, belonging to your applicants, or which they are entitled to hold, and assign and transfer to your applicants all choses in action, and the evidences thereof, to which they are entitled, and pay over to them all cash on hand which they shall be found entitled to receive; or that the court in some other way would grant relief to your applicants."

Concerning another portion, Heidelbach, Ickelheimer & Co., of New York, make the following application: "The application of Heidelbach, Ickelheimer & Co., bankers of the city and state of New York, respectfully represents that they are the owners of certain iron and steel rods of various sizes, and certain other property and effects, now in the custody and keeping of the customs authorities of the United States of America, and stored upon premises in said town of New Haven, near the mills of the New Haven Wire Company; that other iron and steel rods, owned by other and different parties, are stored upon the same premises, which premises are attached to the mills of the said New Haven Wire Company, of which Samuel A. Galpin, of said New Haven, is the receiver; and that it is important to the interests of your applicants, and of said receiver, and of all the other owners of iron and steel rods as aforesaid, that the specific property owned by each be designated in some proper manner, and the same removed, or otherwise disposed of. "Wherefore your applicants pray that the foregoing matters be inquired into, and, upon the same being found to be true, that an order may be made directing said receiver to deliver to them the above-described property, they paying the custom duties thereon, and that such other order may be made as to equity and justice may appertain."

These applications were referred to a committee to find and report the facts pertaining to each; and upon the coming in of the report the question as to what order should be made in the premises was reserved for the advice of this court. Most of the facts found being common to the three applications, they were heard in connection.

It is a sufficiently full recital of the facts in the case of Baring Bros. & Co. to say that the New Haven Wire Company is a corporation in this state. E. S. Wheeler was the owner of a majority of its shares, and its manager. He individually carried on business at New Haven and New York, under the name of E. S. Wheeler & Co. Also he and one Humphrey were commission merchants in Liverpool, Eng., under the name of E. S. Wheeler & Co. Kidder, Peabody & Co. were bankers in New York and Boston, representing, in the United States, Baring Bros. & Co., bankers in Liverpool and London. At its mill in New Haven, the New Haven Wire Company manufactured wire chiefly from rods purchased in Germany, to be paid for upon delivery. Being unwilling to furnish the capital, and subject itself to the expense necessarily attendant upon placing money in Germany for the purchase of the rods, it availed itself of the credit of Baring Bros. & Co., through Kidder, Peabody & Co.; E. S. Wheeler & Co., of Liverpool, acting as its agents in the purchase of rods from the manufacturers. Baring Bros. & Co. agreed to accept drafts drawn by E. S. Wheeler & Co., of Liverpool, against rods, upon terms. Their acceptance would command money at low rates in all commercial centers. They were willing to furnish the credit for the lowest price, if they could have the highest degree of security. To this end they demanded and received a contract from the New Haven Wire Company, in consideration of their advancements, the pertinent part of which is as follows: "New York, February 16th, 1887. Received from Messrs. Kidder, Peabody & Co. the original of the within letter of credit for ten thousand pounds sterling, say £10,000 stg.; in consideration whereof we hereby agree with Baring Brothers & Co., and Kidder, Peabody & Co., respectively, to provide and furnish to Kidder, Peabody & Co., or Baring Brothers & Co., sufficient funds to meet the payment, (in London,) at or before maturity, of whatever bills may be drawn or negotiated by virtue of such credit, together with the commission upon the amount of such bills, which it is agreed shall be one-half of one per cent. on drafts at sixty days' sight, or two months' sight; three-quarters of one per cent. on drafts at ninety days' sight; one per cent. on drafts at four months' sight; and one and one-half per cent. on drafts at six months' sight. And we also agree to give to and deposit with Kidder, Peabody & Co. sufficient and satisfactory security here, at any time prior to the maturity of said bills, for the full payment thereof, if notified by Baring Brothers & Co. or by Kidder, Peabody & Co. to do so; and, in addition to such obligation to give said security, all property as for cost of which ...