Havemeyer v. Superior Court

Citations

• 84 Cal. 327
• 24 P. 121
• 1890 Cal. LEXIS 813

Syllabus

<p>Appointment op Receiver—Forfeiture of Corporate Charter—Jurisdiction in Quo Warranto. — The superior court has no jurisdiction to appoint a receiver of the property of a corporation in a quo warranto proceeding, upon judgment of forfeiture of its corporate charter. The rendition of the judgment authorized by section 80S of the Code of Civil Procedure ends the proceeding, and no receiver can be appointed unless a new suit is commenced by a creditor or stockholder of the corporation for that purpose, under section 565 of the Code of Civil Procedure.</p> <p>Ed. — Disposition of Property of Dissolved Corporation. — When a corporation ceases to exist, from whatever cause, its property is left to be disposed of according to law; and upon the dissolution of a trading corporation by judgment of forfeiture, its property neither reverts to the grantors, nor escheats to the state, but belongs, after payment of its debts, to those who were stockholders at the date of its dissolution.</p> <p>Ed. —Jurisdiction of Equity. —In the absence of a statute regulating the matter, a court of equity would have the right, at the suit of a stockholder or creditor, to appoint a receiver to administer the property of a dissolved corporation.</p> <p>Id. — Construction of Code •— Rights of Directors upon Involuntary Dissolution. — Under sections 400 and 565 of the Code of Civil Procedure, both of which refer to involuntary as well as voluntary dissolutions of corporations, the administration and distribution of the assets of a dissolved corporation is left, as a rule, to the directors in office at the date of dissolution, though such dissolution be upon judgment of forfeiture; and the appointment of a receiver is an exception, to be made only in cases of neglect of duty or abuse of power by the directors, when required for the protection of the rights of a creditor or stockholder.</p> <p>Id. — Receiver in Cases of Forfeiture. — The provision of section 564 of the Code of Civil Procedure, to t