Royall v. Carr Lumber Co.

• Decision Date: 24 September 1958
• Docket Number: No. 23,23
• Citation: Royall v. Carr Lumber Co., 105 S.E.2d 65, 248 N.C. 735 (N.C. 1958)
• Court: North Carolina Supreme Court
• Parties: Ethel Litz ROYALL, William C. Carr and Frances E. Carr, v. CARR LUMBER COMPANY, Inc.

Page 65

105 S.E.2d 65

248 N.C. 735

Ethel Litz ROYALL, William C. Carr and Frances E. Carr, v.CARR LUMBER COMPANY, Inc.

No. 23

Supreme Court of North Carolina.

Sept. 24, 1958

Hamlin & Hayworth and Potts & Ramsey, Brevard, and Ward & Bennett, Asheville, for petitioners, appellants.

Thomas R. Eller, Jr. and Cecil J. Hill, Brevard, for the receivers.

JOHNSON, Justice.

The only errors assigned by the appellants are (1) that the court erred in refusing to allow the motion to vacate the consent order order on the ground that the consenting parties had no authority to consent, and (2) that the court erred in signing the judgment sustaining the consent order.

It is not necessary for us to decide whether the consenting parties had authority to consent to the order of Judge Farthing placing the corporation in receivership.This is so for the reason the order expressly recites it was entered in the discretion of the court, and under applicable statutesthe court had full discretionary power and authority to enter the order.These are the applicable statutes:

1.'The superior court shall have power to liquidate the assets and business of a corporation in an action by a shareholder when it is established that: * * * (4) Liquidation is reasonably necessary for the protection of the rights or interests of the complaining shareholder.'Ch. 1371, § 1, P.L.1955, now codified as G.S. § 55-125(a)(4), 1957 Cumulative Supplement.

2.'When a corporation * * * is in imminent danger of insolvency, * * * a receiver may be appointed by the court under the same regulations that are provided by law for the appointment of receivers in other cases; * * *'G.S. § 1-507.1.

True, Judge Farthing's order contains no findings of fact in support of the decree placing the corporation in receivership.Nevertheless, where, as here, an order appointing receivers is made without specific findings of fact and without any request for findings, it will be presumed that the judge accepted as true for the purposes of the order the facts alleged in the complaint, used as an application for receivership.SeeWhitehead v. Hale, 118 N.C. 601, 24 S.E. 360;McIntosh, North Carolina Practice and Procedure, Second Edition, Sec. 2258.Here, the complaint contains allegations that (1)'* * * the defendant has not sold any lumber acquired or manufactured by it in several years at an overall profit; that all over-all operations have been at a substantial loss to the defendant and the operations now...