POWELL, J.
The Court of Civil Appeals has given us an admirable statement of the nature and result of this case, as follows:
"This suit was brought by the appellee, J. C. Bowles, in the district court of Lubbock county, against the Commonwealth Bonding & Casualty Insurance Company, J. W. Mitchell, and C. D. Hill, receivers of said corporation, and certain individuals residing in Tarrant county, Tex., for the purpose of recovering money and canceling a note and deed of trust paid and given in payment for stock in said company. The plaintiff alleged that his subscription for the
stock in said company was procured by certain false representations, the fraud being perpetrated in Lubbock county; that the note was invalid for such reason, and for the further reason that it was given in violation of the law prohibiting a corporation from issuing stock except for money paid, etc. The receiver, in due time and in proper order of pleading, filed a plea of privilege, claiming the right to be sued in Tarrant county. The defendants answered, denying the allegations of plaintiff's petition, and the receivers in a cross-action asked for judgment on said note executed by the plaintiff. It was alleged and shown upon the trial of the plea of privilege filed by the receivers that the principal office of the defendant corporation was at Fort Worth, in Tarrant county, Tex.; that said corporation was created under the laws of the state of Arizona, for the purpose of doing a bonding, fidelity, and casualty insurance business; and that said J. W. Mitchell and C. D. Hill were acting as receivers of the affairs and property of said corporation, under appointment of the district court of Tarrant county. The court overruled the plea of privilege, and, proceeding with the trial of the case, judgment was entered for the plaintiff on the merits. C. D. Hill, one of the receivers, was discharged by the order of the district court of Tarrant county, Tex., and he was dismissed from this suit, and the suit proceeded against J. W. Mitchell, as receiver. The first assignment questions the action of the court below in overruling the plea of privilege filed by the receivers."
Upon consideration of the assignment of error last above quoted, the Court of Civil Appeals sustained the assignment, holding that the plea of privilege filed by the receivers should have been sustained. The court then proceeded to enter judgment, reversing the judgment of the district court, and ordering that court to sustain said plea of privilege and change the venue of the case to Tarrant county. See 192 S. W. 611. Bowles then applied to the Supreme Court for a writ of error, alleging that the decision of the Court of Civil Appeals herein is in direct conflict with the decision of the Court of Civil Appeals at Fort Worth in the case of Mitchell, Receiver, v. Hancock, 196 S. W. 694. The Supreme Court granted the writ, stating that the two cases are in "substantial conflict."
The case of Mitchell v. Hancock, supra, is practically identical, in its facts and relief sought, with the case at bar, and was brought against the same defendant in the district court of Baylor county. Chief Justice Conner wrote the opinion of the Court of Civil Appeals in that case, and held that the receiver could be sued in Baylor county, overruling the place of privilege urged by said receiver. Judge Conner refers to the case at bar, and states that he cannot agree with the decision of the Court of Civil Appeals therein. He then treats the question ably and exhaustively, answering, as we think, the views expressed in the decision in the case at bar. We do not feel that we could do better than to quote that portion of Judge Conner's opinion dealing with the question now under discussion. It is as follows:
"The appellant, J. W. Mitchell, also presented, in due order of pleading as we conclude, his plea of privilege to be sued in Tarrant county. The plea recites the incorporation of the Commonwealth Bonding & Casualty Insurance Company under the laws of Arizona, and the purposes contemplated thereby, and further alleges that: `The principal office and place of business of the said corporation of which he is the receiver was at all times, and is, in the city of Fort Worth, in Tarrant county, Tex.' Wherefore it is charged in the motion: `Article 2147 of the Civil Statutes of Texas determines and fixes the suits against receivers of such corporations as is and was the Commonwealth Bonding & Casualty Insurance Company, and that the plaintiff herein cannot have and maintain this suit against this defendant, receiver as aforesaid of said corporation, in any court in Baylor county, but that this suit should and ought to be filed as against said receiver in the district court of Tarrant county at Fort Worth, Tex., which said county is the only place wherein suits may be filed against said receiver.'
"The court sustained the following special exceptions to the plea, viz.: `Because the pleadings and the record in this cause show that this case was brought by W. L. Hancock v. Commonwealth Bonding & Casualty Insurance Company in the year 1912 for the purpose of canceling and rescinding the subscription contract set up in the plaintiff's petition, and of canceling the note therein set up and canceling the deed of trust therein referred to and removing the same as a cloud upon his title. And that said suit against said corporation has been pending in this court at all times since said date. And it further appears from the record that the said Commonwealth Bonding & Casualty Insurance Company had answered in said cause, and agreed to a continuance thereof, at every term of the court since the original filing of this petition; and therefore this court has jurisdiction as to said Commonwealth Bonding & Casualty Insurance Company. And it further appearing from the record that at a former term of this court the said Commonwealth Bonding & Casualty Insurance Company has answered herein and filed a plea in reconvention in this cause, and therefore it conclusively appears that this court has jurisdiction of this cause as to the said Commonwealth Bonding & Casualty Insurance Company. And it further appears that J. W. Mitchell, the receiver, has but succeeded to whatever rights the Commonwealth Bonding & Casualty Insurance Company had; and therefore it appears that this court has jurisdiction, both as against the Commonwealth Bonding & Casualty Insurance Company and said receiver.'
"The action of the court in sustaining the exceptions noted is made the basis of appellant's second assignment of error. As foreshadowed by the motion appellant's principal reliance is upon article 2147 of Vernon's Sayles' Texas Civil Statutes, which, so far as pertinent, reads: `Actions may be brought against the receiver of the property of any person where said
person resides. Actions may be brought against receivers of a corporation in the county where the principal office of said corporation may be located.'
"Appellant's insistence is that this article is mandatory and not merely permissive; that the word `may' should be construed as `shall,' and used in an imperative sense so as to exclude the right to sue a receiver in any case in any county other than the county where the principal office of said corporation may be located. And this construction of the statute has been expressly upheld by the Court of Civil Appeals of the Seventh Supreme Judicial District at Amarillo in the case of Commonwealth Bonding & Casualty Insurance Co. v. J. C. Bowles, 192 S. W. 611. In that case J. C. Bowles instituted suit in the district court of Lubbock county against the insurance company and against J. W. Mitchell, receiver, to recover money, to cancel a note and deed of trust given by Bowles in payment for stock in the company, upon the ground, as in this case, of fraud. In that case as in this the trust deed covered land situated in Lubbock county, and it was charged that the fraudulent representations were made in that county. J. W. Mitchell, receiver, presented, as here, his plea of privilege to be sued in Tarrant county, and, as stated, the court upheld his contention and transferred the suit as prayed for in the plea. The opinion fails to disclose whether that suit was originally instituted against the insurance company and its receiver, Mitchell, or whether, as in the case we have before us, the suit had been theretofore instituted and was duly pending against the insurance company at and prior to the appointment of the receiver. But whether the cases are to be thus distinguished or not, and notwithstanding the high regard we have for the opinions of the appellate court which thus determined the question in the Bowles Case, we have felt constrained to adopt a different conclusion. We have been led to our view by a consideration of a number of statutes other than the one relied upon by appellants relating to the question of venue and to suits against receivers, it being a familiar rule of construction that all laws pari materia must be construed with reference to each other.
"Article 2147, relied upon by appellants, is but the codified form of section 9 of an act of our Legislature approved April 2, 1887 (Laws 1887, c. 131). See 9 Gammell's Laws of Texas, p. 119. Section 8 of the same act appears in the codification as article 2146 of Vernon's...
