Piscataqua F. & M. Insurance v. Hill

Danforth, J. This case comes up on demurrer, and many objections are made to the form and substance of the bill, most of which appear to he well founded. If, however, that which relates to the jurisdiction of the court is sustained, it will be unnecessary to consider the others. It appears by c. 884 of the private and special acts of 1867, that a surrender of the charter of the plaintiff company was accepted by the legislature and its affairs were to be ‘ wound up in the manner provided in sections nineteen and twenty of chapter forty-six of the Revised Statutes, and the organization of the company shall continue for the purposes provided for in said sections.’ The several individuals named as plaintiffs were appointed trustees under the sections referred to. Their powers and duties as defined in § 19, are simply ‘ to take charge of its estate and effects, with power to collect its debts, and to prosecute and defend suits at law.’ The • corporation ceases for the purpose of business, and the trustees in its place, and with its rights, are to perform such acts as are necessary to close up its affairs. They represent the corporation alone and not its creditors or stockholders. The creditors or stockholders can have no legal interest in the property involved in this suit. A recovery may increase the general fund for the payment of debts or distribution, but the property, if recovered, is still that of the corporation legally as well as equitably. The claims of the creditors and of the stockholders, if they have any, are in the first instance against the corporation, and they have no other except as provided by law. If the conduct of the corporation, its officers, or stockholders, has been such as to give other remedies to the creditors, such may properly be pursued in their own names. So far as their rights are in question they must be vindicated by themselves and not by others in their behalf. The same is true of the stockholders. Ken. & Port. R. R. Co. v. Port. & Ken. R. R. Co., 54 Maine, 181; Peabody v. Flint, 6 Allen, 52; Brewer v. Boston Theatre, 104 Mass. 378. And the act of 1867, c. 384, above .referred to reserves both to the creditors and stockholders all the rights they previously had, [183] and retains for them the same remedies before existing. There is, then, no occasion for the plaintiffs to represent the creditors or stockholders in this or any other process; nor can the bill be sustained on any such ground. Neither does the provision in § 19 give the court jurisdiction in this case. That refers to the proceedings of the trustees in settling up the affairs of the corporation. It does not, nor does it purport to give new remedies for the collection of debts, or for injuries to property already committed. Nor is the treasurer a trustee in any such sense as to give equity jurisdiction. True, he holds an office of trust, but'he does not hold the property as trustee. He is a mere depositary and has no interest in, or title to, the property whatever. Pettingill v. Androscoggin R. R. Co., 51 Maine, 370; Sprague v. Steam Nav. Co. 52 Maine, 592. The only other foundation claimed for the bill is that of fraud. In most, if no,t all the acts of the defendant complained of, it is alleged in the bill that he not only claimed to have, but did have the authority of the company or its officers. True, it is said, this authority was invalid, not because fraudulently obtained, but because it was fraudulently given. Not that either party was deceived, but that the two parties conspired to cheat others. Under such facts it is difficult to see how the plaintiff corporation can have any rights under a fraud to which it was a party, or how the trustees, representing that corporation, can have any greater rights. Such a fraud may lay the foundation for a new remedy for the creditor or stockholder, but certainly not for such as are guilty of the wrong. But passing that, the statute gives this court equity jurisdiction ‘ for relief in cases of fraud.’ Assuming the fraud to exist as alleged in the bill, what relief can this court give. There is no contract obtained by fraud from which the plaintiffs ask to be released, none which they ask to have the defendant • perform. There is no allegation in the bill showing that the defendant has, by false reprerentation or deceit obtained from the plaintiffs any specific piece of property they would have restored. There is no danger impending, no obstacles in the path of the plaintiffs, to be removed. The [184] wrong and injury have all been done. As the plaintiffs’ counsel well says, ‘ The whole substance of the bill is a complaint against William Hill, defendant, for breach of trust as treasurer.’ That breach, as the bill shows, is a failure on his part, with or without the assent of the directors, to account for the property and funds intrusted to him, and in his disposal of them to others, or conversion of them to his own use. The wrong is fully accomplished, and the only relief now to be obtained is compensation as damages. For this there is a full and adequate remedy at law. Such is never decreed by a court of equity ‘ only as incidental to other relief sought by the bill, and granted by the court.’ Story’s’Eq. Jurisp., §§ 794 to 799. No other relief is sought here. Bill dismissed with costs. Appleton, C. J., Cutting, Walton, Dickerson, and Barrows, JJ., concurred.