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corporation, on any other ground than would operate to restrain it in the case of an individual;1 nor to decide between rival boards of directors or trustees; nor to restrain directors from exercising the duties of their offices, on the ground that they have been improperly appointed; nor to remove directors from their offices; nor, at the suit of a private corporation, to restrain "legislative action," on the part of municipal corporations, such as the passing of a void ordinance; since if void it will be harmless.
1 American Water Works v. Venner, 18 N. Y. Supp. 379. Nor to enjoin a municipal corporation from suing for infractions of ordinances before a justice of the peace, from whose decision an appeal lies: Devron . Municipality No. One, 4 La. An. 11.
'Nolde's Appeal (Pa.), 15 Atl. Rep. 777 (not off. rep.); ante, §§ 764, 766.
'Hattersley v. Shelburne, 10 Week. Rep. 881. See also, Imperial Hydropathic Hotel Co. v. Hampson, 23 Ch. Div. 1. It should be stated, however, that in this case the question was decided upon the merits, which necessarily involved the assumption of jurisdiction in the court. Where a salary is attached to the office, courts of equity will not, as a general rule, enjoin the payment of the salary to the incumbent pending a contest. Field v. Com., 32 Pa. St. 478; Re Ramshay, 18 Ad. & El. (N. 8.) 173; 8. c. 83 Eng. C. L. 173, 174; Reg. v. Darlington Free Grammar School, 6 Ad.
8 El. (N. s.) 682. So, a bill in equity praying for an injunction will not lie to determine which of two parties is entitled to the office of school director. Gilroy's Appeal, 100 Pa. St. 5. Neither will an injunction be granted to restrain borough officers from entering upon their official duties under the appointment of a town council alleged to be illegal, though they have not exercised or attempted to exercise the duties of such offices. Updegraff v. Crans, 47 Pa. St. 103.
Imperial Hydropathic Hotel Co. v. Hampson, 23 Ch. Div. 1; ante, § 764.
Des Moines Gas Co. v. Des Moines, 44 Iowa, 505; 8. c. 24 Am. Rep. 756. That the general doctrine is in conformity with this decision, see Dill. Mun. Corp., §§ 1, 318; 2 High Inj, § 1246; Chicago v. Evans, 24 Ill. 52; Smith v. McCarthy, 56 Pa. St. 359; Montgomery Gaslight Co. v. Montgomery, 87 Ala. 245, 257; 8. c. 6 South. Rep. 113; 4 L. R. A. 616.
CHAPTER CLX XXVIII.
ATTACHMENTS AGAINST CORPORATIONS.* SECTION
SECTION 7790. Corporations “persong" 7795. Attaching creditors entitled to within the attachment laws.
preference in distribution. 7791. Corporations not attachable in 7796. Attachments by directors.
actions against shareholders. 7797. What property attachable. 7792. Grounds of attachment against 7798. Bond for attachment. corporations.
7799. Liability to attachment of cor7793. Lien of attachments against cor
porations formed by the con. porations.
current legislation of differ7794. Attachments not leviable after
ent States. appointment of receiver.
§ 7790. Corporations are “Persons" within the Attachment Laws. - Where the term “persons" is used in a statute, corporations will be included in this designation, when the circumstances in wbich they are placed are identical with those of natural persons expressly included in such statutes, unless the language of the statute indicates that the term was employed in a more limited sense, or the subject-matter of the act points to this conclusion. Upon this analogy, the view
' now universally adopted is that corporations, both foreign and
1 United States 0. Amedy, 11 Wheat. (U. S.) 392; United States v. State Bank, 6 Pet. (U. S.) 29; Beaston v. Farmers' Bank, 12 Pet. (U. S.) 102, 134; Planters' &c. Bank v. Andrews, 8 Port. (Ala.) 404; Baltimore &c. R. Co. v. Gallahue, 12 Gratt. (Va.) 655; 8. C. 65 Am. Dec. 254; Bank v. Merchants' Bank, 1 Rob. (Va.) 573; Western Union Tel. Co. v. Richmond, 26 Gratt. (Va.)1, 20; Peo
ple v. Utica Ins. Co., 15 Johns. (N. Y.) 358; 8. c. 8 Am. Dec. 243; McIntire v. Preston, 10 Ill. 49; 8. C. 48 Am. Dec. 321; State v. Woram, 6 Hill (N. Y.), 33; 8. C. 40 Am. Dec. 378; Ahern v. National Steamship Co., 8 Abb. Pr. (N. 8.) (N. Y.) 283; Cary v. Marston, 56 Barb. (N. Y.) 27; United States Tel. Co. v. Western Union Tel. Co., 56 Barb. (N. Y.) 46; ante, 99 11, 7364, 7366; post, 89 7804, 8059.
• As to proceedings against foreign corporations by attachment, see post, Ø 8059, et seq.
domestic, are "persons" within the meaning of statutes giving remedies by attachment and garnishment.' The words "debtor" and "creditor" employed in a statute giving the remedy by attachment are justly held to have been intended by the legislature to be employed in their largest sense, so as to include all persons, individual or corporate, capable of being debtors or creditors. Therefore, a statute which provides for this remedy against the property of absent debtors, includes within its terms foreign corporations when debtors, unless they are expressly excepted therefrom.'
7791. Corporations not Attachable in Actions against Shareholders.-The remedy by attachment, although in this country statutory, is a legal, and not an equitable remedy; and we have seen that, under the principles of the common law, a corporation is a distinct person from that of each of its stockholders. It follows, from this principle, that an attachment cannot be levied upon the property of the corporation, in an action against a shareholder; for the shareholder does not possess such a certain and distinct individual property in the tangible property of the corporation as to make his interest therein attachable. "The estate and rights of a corporation. belong so completely to the body, that none of the individuals who compose it has any right of ownership in them, nor can
v. Wallingford, 20 Conn.
416, 418; Knox v. Protection Ins. Co., 9 Conn. 430; s. c. 25 Am. Dec. 33; Mineral Point R. Co. v. Keep, 22 Ill. 9; 8. c. 74 Am. Dec. 124, 128; Baltimore &c. R. Co. v. Gallahue, 12 Gratt. (Va.) 655; s. c. 65 Am. Dec. 254; Bushel v. Com. Ins. Co., 15 Serg. & R. (Pa.) 173; South Carolina R. Co. McDonald, 5 Ga. 531. Compare Provincial Ins. Co., 35 Barb.
See also Rex v. Gardner, 1 Cowp. 79; 8. c. 2 Inst. 703.
Union Bank v. United States Bank, 4 Humph. (Tenn.) 369; South Carolina R. Co. v. McDonald, 5 Ga. 531. That foreign corporations are liable to attachment in Louisiana, see Martin v. Branch Bank, 14 La. 415; Hazard v. Agricultural Bank, 11 Rob. (La.) 326. See also Planters' &c. Bank v. Andrews, 8 Port. (Ala.) 404.
(N. Y.) 525; s. c. 13 Abb. Pr. (N. Y.)
So, it is a "person" within the meaning of statutes relating to the assessment and collection of taxes. People v. Utica Ins. Co., 15 Johns. (N. Y.) 358, 382; 8. c. 8 Am. Dec. 243.
Bushel v. Com. Ins. Co., 15 Serg. & R. (Pa.) 173. That the right of a foreign corporation to a sheriff's deed, conveying land, is attachable, - see Wright v. Douglass, 2 N. Y. 373.
1 Ante, § 1071, et seq.; § 4471, et seq.
dispose of any part of them.”i If, therefore, an attachment is sued out in a proceeding in which the stockholders are made parties, but the corporation not, and is levied upon the effects of the corporation, no lien is acquired by virtue of the levy."
8 7792. Grounds of Attachment against Corporations.Such being the principle upon which corporations are subject to the attachment laws, the grounds of attachment against them will be the same as against individuals, unless the statute governing the remedy makes a distinction. To illustrate, in Arkansas an attachment will lie against a corporation which has shipped out of the State a material part of its property without leaving enough therein to pay its debts. Iu Ohio, according to a decision of the State Circuit Court, the property of a corporation may be attached on the ground of intent to defraud creditors, where it has been placed in the hands of a receiver appointed by an order which is void because made before an order dissolving the corporation, especially after motion to vacate the attachment on the ground of such void appointment. To this statement there are exceptions, in the case of national banks, and perhaps in the case of other corporations which are not allowed to prefer their creditors.
8 7793. Lien of Attachments against Corporations. — Unless there is a statute, such as the late Federal bankruptcy act, dissolving attachments levied upon the property of corporations within a prescribed period before their assets pass into the hands of an assignee, receiver, or other trustee for the purpose of a general distribution among their creditors, the attaching creditor will acquire, by virtue of his levy, the same lien upon the assets levied upon, and with it the same right of preference, which he would acquire if his debtor were
1 Williamson v. Smoot, 7 Mart. (La.) 31 ; 8. C. 12 Am. Dec. 494 ; citing Civ. Code La., art. 11.
: Lillard v. Porter, 2 Head (Tenn.), 177.
a natural person. Nor will the subsequent appointment of a receiver, or other official liquidator, divest this lien. Nor does the operation of the doctrine that the assets of a corporation are a trust fund for its creditors change this rule, even in a case where, at the time when the creditor sued out his attachment, he knew that the corporation was generally insolvent.' This is more especially true where the proceeding for a general liquidation takes place in a foreign jurisdiction."
§ 7794. Attachments not Leviable after Appointment of Receiver. But after the property of the corporation has passed into the hands of a domestic receiver, assignee, or other trustee, official or voluntary, under a valid appointment, for the purpose of a general liquidation and ratable distribution among its creditors, then it cannot be attached; for one creditor will not be allowed, by this process, to get an advantage over other creditors while the property is thus undergoing administration for the benefit of all; and, besides, in some cases, as in that of a statutory receiver, the legal title may have passed out of the corporation and into the receiver, assignee, or other trustee; and moreover the property is in custodia legis; and in some jurisdictions the comity of States has ex
1 Breene. Merchants' & Mech. Bank, 11 Colo. 97; 8. c. 17 Pac. Rep. 280; Hibernia Nat. Bank v. Lacombe, 84 N. Y. 367; 8. c. 38 Am. Rep. 518; White &c. Man. Co. v. Pettes Importing Co., 30 Fed. Rep. 864.
'White &c. Man. Co. v. Pettes
Illinois to reacn property held by it.
Wiswall v. Sampson, 14 How. (U. S.) 52; Edwards v. Norton, 55 Tex. 405, 410; Hackley v. Swigert, 5 6193
Importing Co., 30 Fed. Rep. 864.
When, therefore, real estate, situated in the State of Illinois, belonging to a banking corporation of the State of Rhode Island, was attached by a creditor of the corporation, it Was held that a decree of a court in Rhode Island, finding the bank insolvent, appointing a receiver, and restraining it from further transacting business, afforded no ground for quashing the writ of attachment, as the bank was liable to be sued in