Gordon's Ex'ors v. R. F. & P. R. R.

Citations

• 81 Va. 621
• 1886 Va. LEXIS 129

Syllabus

<p>Creditors’ Bill—Stockholders—Dividends—Counsel fees—First appeal—Second appeal—Case at bar.—Gordon’s executors and others, suing for themselves and others, the holders of guaranteed stock of a railroad company, the said company and others, the holders of the common stock of said company, to enforce contracts between the plaintiffs and the company in respect to the plaintiffs’ participation in certain dividends of the company. Upon demurrer the bill was dismissed by the court below. Upon appeal here this court decreed (See 78 Va. p. 522) that all the holders of said guaranteed stock were entitled to receive such dividend-obligations and dividends as had been issued to the holders of said common stock at specified rates, and that the suit be remanded for proper proceedings to carry out its decree and to allow proper counsel fees against guaranteed stockholders not already represented by counsel. But the court below, not regarding it as a creditors’ suit, decreed that only such guaranteed stockholders as had been plaintiffs in the record, or represented by counsel (and the latter only to the extent so represented), were entitled to any benefit in the suit under the decree of this court; and that the company should issue, obligations and pay dividends to the two classes indicated; and rejected the petitions of guaranteed stockholders, who had not been parties to the record, or represented by counsel, to become parties and to partake of the benefit of the decree of this court, and also rejected the petitions of counsel to be allowed fees as indicated. On second appeal here—</p> <p>Held:</p> <p>1. The suit is a creditors’ suit in form, nature and object, and should be so treated.</p> <p>2. The suit should have been referred to a commissioner to ascertain, state and report who were the other holders of guaranteed stock, and in what shares, and what obligations and money dividends were coming to them according to the decree of this court.</p> <p>3. Proper steps should ha