LeGrand v. McKenzie

MoCLELTjAiSI , J. Two points only are insisted on by appellants’ counsel. They are : First, that the officers of a corporation debtor are not proper parties defendant to a bill filed under section 3545 .of the Code for the discovery of assets of the corporation subject to the payment of debts; and,second, that when an officer is made defendant, along with the corporation, for the purposes of discovery only, and dies, the cause cannot be revived against his personal representatives. The first point is, in our opinion, without merit. The second is, we think, well taken. And as to the first :• The statute does not undertake to provide for or prescribe the practice and rules of pload-iug to be observed upon or in respect of the bill and proceedings it authorizes. To the contrary'the sole purpose of the act, at least so far as it is applicable to the cases now before us, is to authorize the filing and prosecution of a bill for discovery on the facts set forth in the statute in itself, co create a new case in which such bill may be maintained, leaving to the general principles of equity practice and pleading the settlement of all questions which may arise as to parties and the like. Confessedly, upon these principles the officers of a corporation are not only proper but necessary parties since to them alone are the facts sought to be discovered known, and to compel a disclosure by them it is essential they should be before the court. But we know of no principle upon which the personal [498] representative of a deceased officer, who was made a party solely on account of the knowledge of the corporation’s affairs he was supposed to possess and for the sole purpose of coercing a disclosure of such knowledge, to the end that assets of the corporation may thereby be brought to light and subjected to the satisfaction of its debts, can be brought in as a party defendant by revivor. Such a bill should not and the bills in these cases do not seek or pray any relief against the corporation’s officers except in respect of the disclosure of their knowledge as officers of the facts inquired about. No effort is made directly or indirectly to subject the individual property of these officers to complainants’ debt against the corporation, but it is sought only to have them tell what they know as to property belonging to the corporation, to disclose its existence and whereabouts, &c. The property of an officer defendant who dies passes into the hands of his representatives or heirs ; and any relief as respects such property must be worked out against such representatives or heirs, and to that end they must be made parties. But the knowledge of corporate affairs possessed by the dead officer does not pass to his heirs or administrator ; they as such have no such knowledge as constitutes the sole consideration upon which the officer was made a party in the first instance ; they may well know, and in legal contemplation do know no more about the matters as to which discovery is sought than if they were utter strangers to the officer and his estate, for as to the officer’s knowledge they are utter strangers ; and there is no more reason for bringing them in by re-vivor as parties defendant than for an amendment making any other person a party without any averment connecting such other person in any way with the matters involved in the suit. The court, therefore, erred in overruling the separate demurrers of M. P. Le Grand, Jr., and J. Craig Smith, as administrators of M. P. Le Grand, deceased, and their motion to dismiss the bills for want of equity as to them, which proceeded on the ground that they were not proper parties defendants to the bills in these cases, and that neither for discovery nor substantive relief was a case made thereby against them. The decrees below are reversed. The bills are dismissed as to said administrators, and the causes are remanded. Reversed, rendered in part and remanded.