R. M. Lowe, a stockholder in the Grubstake Investment Association, brought this suit in the Seventy-Third district court of Bexar county, for a dissolution of said partnership, and for a receiver for said partnership pending the assembling of its assets, the payment of its debts, etc.
On July 16, 1928, Ira O'Dell, another stockholder, intervened and joined R. M. Lowe as plaintiff.
Trial was had on the application for receiver August 20, 1928, before the Honorable Robert W. B. Terrell, who was then presiding judge of the Seventy-Third district court, and a receiver was appointed.
The receiver served from August 20, 1928, to February 19, 1930. On June 28, 1929, E. G. Eberle, and several other stockholders, intervened as plaintiffs, adopting all of the pleadings of the original plaintiff, R. M. Lowe.
On February 15, 1930, the receivership proceedings were dissolved by Hon. F. Stevens, who had succeeded the Honorable Robert W. B. Terrell as trial judge of said court.
The original plaintiff, R. M. Lowe, having withdrawn as plaintiff, on February 24, 1930, E. G. Eberle et al., interveners, filed a motion to reinstate said receivership proceedings and appoint a new receiver.
This motion was consolidated with the trial on the merits for dissolution, and on April 4, 1930, judgment was entered denying interveners the right to dissolve the partnership and denying a receivership.
After hearing the case on its merits, the court, as stated, denied the motion to dissolve, and denied the appointment of a receiver. The reasons of the court are given in his findings of fact and conclusions of law which we copy as follows:
"1. I find the history of the case to be as outlined in the decree herein.
"2. I find that Grubstake Investment Association was organized and is operated under a Declaration of Trust and accordingly that it is a joint stock association, with its shareholders having the responsibility of partners as to third persons.
"3. As to the alleged fraudulent representations to certain shareholders that there would be no personal liability attached to them upon becoming shareholders in the Grubstake Investment Association, I find that there is no testimony that any shareholder was actuated or induced by said representations to become members of said association. In that connection, I find that it was generally understood by the shareholders forming said Grubstake Investment Association and also represented to some of them by the promotors that there would be no personal liability attached to them as such shareholders. It is a matter now of judicial history that personal liability does attach to shareholders in such organizations.
"4. I find that the Association, pending the receivership, has adjusted the large claims against it, and that no liquidated claim is pressing the said Association. Accordingly, I find that the Association is not insolvent.
"5. I find that there is no condition threatening loss or injury to the property of the Association. *Page 152
"6. I find that there are no circumstances justifying or requiring the appointment of a receiver herein.
"7. I find that there are no facts in evidence warranting a dissolution of the Association by the Court.
"Conclusions of Law. "1. I conclude that as the only cause of action upon which the receivership herein is sought consists of allegations intended to obtain the dissolution of the Grubstake Investment Association, that said allegations are not supported by the facts as hereinabove found, and furthermore that said allegations, if true, would not justify the dissolution of the Association against the expressed provisions of its Declaration of Trust to the contrary.
"2. I conclude that the allegations of misrepresentation as to the ownership of the Cox lease, if true, would not justify a dissolution of the Association, but would give rise to an action for damages by the injured persons.
"F. Stevens, Judge."
We think the findings of fact are well supported by the evidence and therefore adopt them. Of course every one knows that no receivership should be dissolved as long as there are debts outstanding to be paid, but here the court has found there are no debts outstanding to be paid, and we shall not disturb that finding. Neither do we believe this is a case for the dissolution of the partnership.
This association was organized under a declaration of trust that gave a period of twenty years to run. Of course as to third persons there was a legal responsibility, but the court has found that the association is not insolvent and therefore not necessary to be dissolved and wound up.
Believing that the trial court has made a legal and fair disposition of the case, the judgment is affirmed.
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