In re the Dissolution of the Titusville Oil Exchange

Opinion by Berber, J., This is the third time that this case has been before this court. When it was here the last time the decree of the court below dissolving the corporation and approving and confirming the accounts of the directors and officers, was confirmed: Titus-ville Oil Exchange’s Dissolution, 8 Pa. Superior Ct.304. The record was then removed to the court below, and a petition was presented, under the Act of April 15,1891, P. L. 15, asldngfor an order authorizing the sale of the real estate owned by the corporation, and that such other and further proceedings might be had as were necessary for the distribution of the effects of the said corporation. A rule to show cause was granted upon this petition, and the hearing fixed for the first Monday of December, 1898. On December 5, 1898, a decree was made by the court below, directing “ that the real estate and other property of said corporation be sold at public sale ” after due advertisement, and appointing a trustee for the purpose of making the sale and directing him to make distribution of the proceeds of the sale, and make a deed in fee simple of all the interest of the corporation to the purchaser. On the same date P. T. Witherop and the Second National Bank of Titusville filed an exception to this decree of the court, and on the 21st of December, appealed from this decree to this court. On this latter date they secured an order from the court below allowing the appeal to operate as a supersedeas upon the giving of a bond in the sum of $1,000. On the 24th of December the certiorari from this court, returnable the third Monday of May, 1899, was filed in the court below. This is the appeal No. 105, April term, 1899. The trustee appointed to make the sale proceeded to advertise in obedience to the decree of the court, and on the 13th day of January, 1899, made a sale of the real estate owned by the corporation. On January 16,1899, the trustee’s return [503] of this sale of the real estate was filed and confirmed nisi. On January 24, the appellants filed their exceptions to the confirmation of the sale. On February 27 these exceptions were dismissed and the sale confirmed absolutely by the court. On the same day the appellants excepted to this dismissal of their exceptions to the confirmation of the sale, and on March 18 appealed to this court. This is the appeal, No. 209, April term, 1899. We consider all the questions raised in this case as brought before us under the appeal*, No. 209. The first assignment is that the court erred in decreeing the sale of the personal estate of the dissolved corporation. When this case was before us the first time it was shown that the 18th section of the Act of June 16, 1836, P. L. 784, gave to the court of common pleas the jurisdiction and powers of a court of chancery so far as it related to the supervision and control .... of corporations other than those of a municipal character: 2 Pa. Superior Ct. 608. It was there said that this act gave the courts general and unlimited equity jurisdiction over such corporations to be exercised in whatever manner courts of chancery usually act, whether by bill, injunction, petition or otherwise. It was further shown that the Act of April 9, 1866, P. L. 293, in providing for an application to the court of common pleas for a decree of dissolution must be understood as referring to the equity jurisdiction given to that court in the supervision of corporations by the act of 1836. That act, after providing for a dissolution of a corporation, and the settlement and approval of the accounts of the managers or directors, provides for the distribution of the balance of the assets of the dissolved corporation by directing that “dividends of the effects shall be made among any corporators entitled thereto, as in the accounts of assignees and trustees.” Under this act and the act of 1836 conferring equity jurisdiction on the court of common pleas, we think it can no longer be doubted that courts of equity in this state have ample power to provide for the distribution of the assets of dissolved corporations. It has been expressly decided that the 13th section of the act of 1836 gave them the power to dissolve partnerships and appoint receivers for the partnership assets: Sloan v. Moore, 37 Pa. 217; Slemmer’s App., 68 Pa. 168. The exercise of this power involves a further proceeding to the extent of a distri [504] bution of these assets among those legally entitled thereto. The same principles extend to a court of equity in dealing with the assets of dissolved corporations. The distribution of assets so often depends upon the proper settlement of involved and complicated accounts that the machinery of a court of equity is peculiarly well adapted to accomplish that result. It maybe conceded that the Act of April 15,1891, P. L. 15, contemplates only an order for the sale of real estate of a dissolved corporation. The power of the court of equity to decree the sale of the personal property of this dissolved corporation does not depend upon this act at all. As we have shown, this power is derived from other sources. This assignment is overruled. The second assignment of error is that the court erred in confirming the sale of the real estate after a supersedeas had been granted to the decree under which the sale was made. It has been earnestly argued that the order of the court of December 21, 1898, allowing the appeal from the decree of sale to operate as a supersedeas upon the giving of a bond deprived the court of the power of further proceeding in the case until that appeal was determined. Whether the fact that the prothonotary simply marked the bond given by the appellants “ filed ” was a compliance with section 5 of the Act of May 19, 1897, P. L. 67, providing as follows: “Except as herein otherwise provided and subject to revision by the court from which the appeal is taken, the prothonotary or clerk thereof shall fix the amount of bail and approve or reject the security offered,” we need not decide, although we wish to say in passing that the prothonotary ought, in some way, to indicate whether he has approved or rejected the* security. But the decision of the question raised by this assignment depends upon other considerations. The 1st section of the Act of March 17, 1845, P. L. 158, allowed appeals in any suit in equity to any person who might be affected “ by any interlocutory or final order or decree .... upon the same terms and with the same regula» tions as are provided by the existing laws, in regard to appeals from any definitive sentence or decree of an orphans’ court.” The confusion and delay that would have arisen by allowing appeals from interlocutory decrees were so apparent to the legislature that passed this act, that it, in the same session, by the 4th section of the Act of April 16, 1845, P. L. 542, [505] repealed so much of the preceding act “ as allows and provides for appeals from interlocutory orders or decrees of the said court of common pleas.” If the decree of the court on December 5, 1891, directing a sale of the real estate was not a final decree, within the meaning of the law, there could be no appeal from it. Parties cannot have their cases reviewed piecemeal. Tins rule is to be applied even though the court below may mistakenly suppose that the decree entered is a final one within the meaning of the law. The question, therefore, is whether this decree is such a final or definitive one that an appeal can be taken from it. The Act of March 17,1845, P. L. 158, quoted above, allows appeals “ upon the same terms and with the same regulations as are provided by the existing laws in regard to appeals from any definitive sentence or decree of an orphans’ court.” Any light, therefore, that can be gathered from the decisions as to what is a final or definitive decree in an orphans’ court will aid in determining this question. It is true in Hess’s Appeal, 1 Watts, 255, it was clearly held that a decree of the orphans’ court, ordering a sale of real estate for the payment of debts was a final one and an appeal from it was a supersedeas to such sale. This case was consistently followed for many years. The inconvenience and delay in proceedings for the sale of real estate, caused by allowing parties to appeal from a decree directing a sale, were so great that the question was again considered in Snodgrass’s Appeal, 96 Pa. 420, where Hess’s Appeal, supra, was clearly overruled. From that time on the rule that a decree ordering the sale of real estate for the payment of debts is not a final decree from which an appeal can be taken has been rigidly enforced. Now, the appeal must be from the decree of the court finally confirming the sale upon a return. The inconvenient results of allowing appeals from interlocutory decrees were so clearly and concisely set forth by Mr. Chief Justice Thompson, in Robinson v. Glancey, 69 Pa. 89, that it can be properly quoted here. Speaking of the appeal he says: “ It only lies to the decree confirming the sale upon the order. This is obvious, otherwise there might be two appeals on every order. One on its being granted and the other on confirmation of the sale. This would never do. Indeed a sale might be altogether prevented, simply by appealing from orders as often as one should be granted, and holding that nothing could be done until the [506] appeal should be heard and determined, at which time it would generally have ceased to be effectual by lapse of time. Such an appeal does not lie, however, as decided in the above mentioned case; and although taken, it was not error to regard it as a nullity, as the learned judge did below in his decision. He decided rightly, when he held that the pendency of the appeal taken from the order of sale did not invalidate the sale made in the meantime and regularly confirmed by the orphans’ court.” That the writer of this opinion misunderstood the decision in the case of Robinson’s Appeal, 62 Pa. 213, which he alluded to as the above mentioned case in the extract given above, was pointed out by Mr. Chief Justice Sharswood in Snodgrass’s Appeal, supra; but this in no degree detracts from the vigor and justice of his condemnation of the practice of allowing appeals from decrees not final. The fact is that Robinson’s Appeal, supra, was the last case holding that a decree ordering the sale of real estate was a final one, and Robinson v. Glancey, supra, was the first that we have been able to find where the court refused to follow Hess’s Appeal. So far as its finality is concerned we can see no difference between a decree of sale by the orphans’ court for the payment of debts and the decree of sale in this case for the purpose of distributing the proceeds among those entitled as provided for by the terms of the Act of April 9, 1856, P. L. 293 — neither one can be considered a final decree, and, therefore, neither can be appealed from. Appeal, No. 105, April term, 1899, is quashed. The question designed to be raised by that appeal is raised by the appeal, No. 209, in this court, and has been considered by us in disposing of the first assignment. Holding as we do that the decree of December 5, 1898, was not such a final decree as to allow an appeal from it we affirm the decree of the court below confirming the sale of the real estate and the personal property. In No. 209 judgment is affirmed.