may be necessary to see if the court below exceeded its jurisdiction or abused its dis has done either. The proceedings were encretion. We find nothing to indicate that it

company, the order entered will not be reversed, because the connecting track will cross at grade a siding and a yard track. [Ed. Note. For other cases, see Railroads, Cent. Dig. § 742; Dec. Dig. § 228.*] 3. RAILROADS (8 91*)-LOCATION-CONNEC-tirely regular, and the power of the court to TIONS WITH OTHER ROADS-PROCEEDINGS. make the decree in question must be concedThat a connection between railroads in- ed. The only objection raised by appellant volves the crossing of a siding or switch, in- is that the connecting track is so located cidental to the making of the connection, does not make the proceeding therefor a crossing that it will cross at grade a siding and a case, nor bring it within Act June 19, 1871 (P. yard track. Evidently the jury of view and L. 1360), giving a court of equity power to the court must have concluded that, under regulate the mode in which one railroad shall cross the tracks of another, and, if practical, the circumstances, this was not an important to prevent a grade crossing. matter. The jury were on the ground and viewed the premises, and were familiar with the needs of the situation and its difficulties, if any there were; and, in the discharge of their duty, must be presumed to have acted for the best interest of all concerned. The constitutional provision above quoted and section 10 of the act of 1868 confer the right to construct railroads so as to cross at grade the track or tracks of any other railroad. The legal right of the petitioner to cross the tracks of appellant at grade cannot therefore, be questioned. We find nothing in the record to indicate that the jury exceeded its

[Ed. Note.-For other cases, see Railroads, Cent. Dig. §§ 249-259; Dec. Dig. § 91.*] Appeal from Court of Common Pleas, Lawrence County.

Proceedings under Act April 4, 1868 (P. L. 62), on petition of the Western Allegheny Railroad Company for connection with the Pittsburg & Western Railroad Company. From an order for the connection, respondent appeals. Affirmed.

Argued before FELL, C. J., and BROWN, MESTREZAT, POTTER, ELKIN, STEWART, and MOSCHZISKER, JJ.

Wylie McCaslin, for appellant. J. H. Beal power when, in the exercise of its judgment and Norman Martin, for appellee.

POTTER, J. The right of one railroad to connect with or cross the line of another railroad is conferred by section 1, art. 17, of the Constitution, and in the act of April 4, 1868, § 11 (P. L. 64), provision is made for fixing the terms upon which the connection may be justly and properly made. In case of failure to agree, either party in interest may apply to the proper court of common pleas for the appointment of a jury of three disinterested men, who are to determine and fix the terms of the connection; and these terms, when approved by the court, are to be conclusive. The present case is a proceeding of that nature. The court appointed a jury, and, after due investigation, it reported that a connection was necessary, and should be made at a designated place, upon certain specified terms. The petitioning company was required to pay for and maintain proper safety devices to guard the use of the connection, and was also required to pay the wages of a watchman or signalman. Exceptions were filed to the report, upon the sole ground that the connecting track, as authorized by the viewers, would cross a siding and a yard track at grade. The court below dismissed these exceptions and approved the report.

[1, 2] The proceeding is entirely statutory, and no appeal from the judgment of the court of common pleas is given by the statute. The case is before us on certiorari, and we can look into the record only so far as

in fixing the point of connection, it incidentally permitted the crossing of a side track and a switch. Presumably the location chosen was the best and most available place for the connection, under the circumstances.

[3] Nor can we say that the court below erred or abused its discretion in confirming the report of the jury of view in that respect. It is true that under the act of June 19, 1871 (P. L. 1360), a court of equity has the power to regulate the mode in which one railroad shall cross the tracks of another, and, "if in the judgment of such court it is reasonably practical to avoid a grade crossing," to prevent the same. But these proceedings were not brought under the act of 1871. They were, on the contrary, clearly under the act of 1868, which, as we have seen above, expressly provides that the terms of connection, when fixed by the jury and approved by the court, shall be conclusive. This is not a crossing case. The fact that the connection involved the crossing of a siding or switch was merely incidental to the securing of a connection. The important right which it was desired to exercise was that of making the connection between the two lines of railroad. We find nothing in the record to indicate that the connection, as authorized to be made and operated, will be an unusual source of danger, or will constitute an unreasonable interference with the property rights of the appellant company.

The assignments of error are dismissed, and the decree of the court below is affirmed, at the cost of appellant.

For other cases see same topic and section NUMBER in Dec. Dig. & Am. Dig. Key No. Series & Rep'r Indexes

By section 57 of the General Corporation Act (22 Del. Laws, p. 780), under which the Peninsula Cut Stone Company was incorpo-itors, and would leave the city without aderated, it is provided as follows:

The General Corporation Act was mainly taken from a similar statute in the state of New Jersey. In New Jersey it has been held in one case that the president of the company was not an employé, because it is a part of his business to employ and not to •For other cases see same topic and section NUMBER in Dec. Dig. & Am. Dig. Key No. Series & Rep'r Indexes

bill, for reasons set forth in the opinion. [ I should not wait to do so until by reason of These reasons were, in effect, that being a deterioration the plant be disabled, but rathcorporation for public improvement insolven- er in some guarded way take charge of its cy alone was not a sufficient ground for affairs and require that the income from its granting the relief sought, and that there operation be applied to such repairs as inwere not such sufficient allegations of detri- sure its continued operation for the benefit ment to the stockholders or to the public of the municipality, even if this involved deshown as to justify me in taking the proper- lay in paying in full the interest on the ty and affairs of the company from the hands bonds of the company, for the private interof its officers. Since that time, by leave, an est must yield to the public need. amended bill has been filed. For want of an answer thereto a decree pro confesso is moved for by the complainant.

Therefore a receiver will be appointed, with powers much less in extent than those usually conferred upon receivers in this state.

SECURITIES CO.

(Court of Chancery of Delaware. Feb. 14, 1912.)

1. CORPORATIONS (§ 559*) - INSOLVENCYSALE OF ASSETS.

ministration of an insolvent corporation's asThe appointment of receivers and the adsets for the benefit of creditors did not effect a dissolution of the corporation.

In the amended bill the danger of loss to stockholders, creditors and the public is more strongly alleged than in the original bill. In substance, the allegations are that the annual income from the operation of the plant | HIRSCHFIELD v. READING FINANCE & for supplying the town and the inhabitants thereof with water for municipal and private uses is about $1,900, while the annual expense of operation is about $600, leaving a margin for necessary repairs and improvements of $1,300. This margin is more than absorbed by interest payable on bonds of the company and by interest payable on judgments and other liens on the property of the company. It is not stated directly that the income is in fact so expended in payment of interest, so that an actual deficiency exists. Nor is any other explanation made in the amended bill why the income is not in fact applied to such repairs as are necessary in order to maintain the efficiency of the plant, other than the statement "that there is no one in the state with authority to provide for said repairs." This peculiar situation by itself might not be ground for appointing a receiver for the company.

But the amended bill contains the further

allegation, not contained in the original bill: "That if said repairs are longer neglected it will result in the great detriment and loss of your orator and of other stockholders and creditors of said company, and will leave the said town of Georgetown without an adequate water supply for domestic purposes and for the protection of the lives and prop erty of the inhabitants of said town from possible conflagration." And "that the health, lives and property of the citizens of Georgetown will be greatly endangered, unless this honorable court shall, at once, intervene to protect the said creditors, stockholders and citizens, and take possession of and administer the property of the said defendant corporation."

These new allegations justify the court in taking some step to protect the public, according to the views heretofore expressed by me in the opinion already alluded to. There is, under the allegations of the bill, no way by which the minority of the directors can protect the interest which the public has in the maintenance of the efficiency of the water supplying plant, other than by the intervention of an agent and officer of this court.

[Ed. Note.-For other cases, see Corporations, Cent. Dig. §§ 2241-2252; Dec. Dig. § 559.*]

2. CORPORATIONS

(§ 559*) - INSOLVENCY BOOKS AND RECORDS.

Where a corporation's assets, including books and records. were sold by receivers in insolvency, the effect of depriving it of the evidence of its organization and continued corbooks and papers, including such as contained porate existence, would not dissolve the corporation, as such evidence could be perpetuated by making sworn copies, etc.

[Ed. Note.-For other cases, see Corporations, Cent. Dig. §§ 2241-2252; Dec. Dig. § 559.*]

3. RECEIVERS (§ 142*)-INSOLVEncy-Sale of

ASSETS-BOOKS AND RECORDS.

On receiver's sale of a corporation's assets, an insurance company purchased unconverted property and assets, consisting of claims for, claims for amounts due for subscriptions for stock subscriptions and notes given thereto the stock of the purchasing company and notes given for the same, and all other debts that the receivers had the corporation's books due. Prior to the sale, the purchasers knew and papers in their possession, and that it would be necessary that they should be delivered to such purchaser, in order that it be enabled to prove the facts to establish such claims, in order to collect the claims. Held, that the purchaser was entitled to have such books and records delivered to it by the receivers, subject to the corporation's right to make copies of the minute book, stock ledgers, and any other books and papers that were necessary to preserve evidence of the corporation's organization and continued corporate existence.

[Ed. Note. For other cases, see Receivers, Cent. Dig. §§ 248-251; Dec. Dig. § 142.*]

Suit by Julius J. Hirschfield against the Reading Finance & Securities Company. On petitions by the Citizens' Life Insurance Company of America and defendant Securities Company for possession of the company's books and records. Books ordered

delivered to the petitioning Life Insurance | evidence of its organization and continued Company. corporate existence, but to urge further that

Robert H. Richards, for petitioner Citi- to deprive it of these books and papers would zens' Life Ins. Co. of America. Saulsbury, Ponder & Morris, for petitioner Reading Finance & Securities Co.

CURTIS, Ch. There are two conflicting applications pending before the Chancellor by which the ownership of the books and papers of the Reading Finance & Securities Company is claimed, one by the corporation and the other by the Citizens' Life Insurance Company of America. The Reading Finance & Securities Company has heretofore been adjudged to be insolvent in this court, and receivers for it have been appointed, and by order of the Chancellor all the property of the company and all its books, etc., were delivered to the receivers. Subsequently all its affairs were fully administered by the receivers, the property sold, collected and converted, and the proceeds paid over to its creditors, and the only now remaining duty of the receivers is to hold the books and papers of the company which so came into their possession until the conflicting claims thereto are settled.

At the sale by the receivers they sold the then remaining and unconverted property and assets of the company in three lots, all of them being purchased by the Citizens' Life Insurance Company of America, one of the petitioners, and the chief creditor, and these lots were described as follows: (1) Claims for amounts due subscriptions to the capital stock of the Reading Finance & Securities Company, and notes given for the same.

(2) Claims for amounts due for subscriptions to the capital stock of the Citizens' Life Insurance Company of America, and notes given for the same.

(3) All other debts due and property of the Reading Finance & Securities Company remaining in the hands of the receivers.

[1, 2] By its application the purchaser asserts that it knew prior to the sale that the receivers had these books and papers and that it is necessary that it should have them to enable it to realize on the claims mentioned in lots Nos. 1 and 2, above mentioned, by suits and in other litigations pending. These allegations are not denied by the insolvent company, but the latter asserts that the books were delivered to the receivers to enable them to administer the affairs of the insolvent company, and as that purpose has been concluded the books and papers are the property of the company and should be returned to it; and it is further urged that the books are not property, the ownership of which this court has power to decide. It is correctly urged by counsel for the insolvent company that it was not dissolved by the appointment of the receivers. It is also

in effect work a dissolution of the company, is an untenable conclusion. Even if there was danger of this result, the evidence could be perpetuated in some way in the order awarding delivery of the books, etc., to the purchaser, for instance, by allowing sworn copies thereof to be made.

[3] It is further urged by the insolvent corporation that these books and papers, being the private books and papers of the company, are not goods and chattels which could have been levied on by an execution against the company. In the case of Oystead V. Shed, 12 Mass. 506, it was held that private papers or account books of the defendBut ant were not subject to attachment. while the taking possession of the property and affairs of an insolvent corporation by a receiver appointed by the Chancellor is in some respects like an equitable execution, still it has a wider scope and property which could not be reached by any process of the courts of the law by creditors may be seized and realized on by sale or collection for the benefit of all the creditors of the insolvent corporation. It is the purpose and object of such a proceeding to apply every scrap of its property and assets of every kind to the payment of its creditors. the case of American Construction Company v. Jacksonville, etc., Co. (C. C.) 52 Fed. 940, the court held that an order to the officers of the company to deliver to the receiver of the company all the property, effects, etc., of the company, included the corporate seal and all books relating to the past transactions of the company. This case does not necessarily mean that the receiver has a right to sell the corporate seal, but probably would be an authority that the custody of the seal should be given to the receiver to be used for whatever proper purpose it may be found useful in winding up or administering affairs and assets of the company.

In

Attached to the petition of the insolvent company is a list of the books and papers held by the receivers and of these books and papers it is not likely that more than three kinds of books would be of any use to preserve evidence of its corporate existence, viz., the minute book and the two original stock ledgers. All the other books and papers apparently relate to past transactions of the company. in the prosecution of its business and not to its corporate existence. As hereinabove indicated the order awarding all the books and papers to the purchaser could either exempt these books or the corporation could be allowed to have sworn In either of these ways it copies of them. may be protected from possible detriment. The application of the Reading Finance & Securities Company does not ask for the de

tion it will be so ordered.

evidence would be avoided, and that the company's receiver was not entirely favorable to the suit, was not ground for the granting of permission to petitioning stockholders to institute and maintain the action.

[Ed. Note. For other cases, see Corporations. Cent. Dig. §§ 2280, 22802; Dec. Dig. § 563.*1 Action by Pierre S. Du Pont against the Standard Arms Company. Petition of Harvey S. Knight and others for leave to sue certain officers of the defendant company for mismanagement. Denied.

manifestly necessary to it in the execution | 2. CORPORATIONS (§ 563*)-INSOLVENCY-ACof certain corporate powers that it should TION AGAINST DIRECTORS AND OFFICERS. remain with the company and upon applica-ly liable for the expense of litigation against The fact that petitioners would be primariofficers and directors of a corporation for allezBut the purchaser the Citizens' Life Insured mismanagement, and that delay and loss of ance Company of America claims ownership of the books, or at least asserts its right to have them now delivered to it, because it purchased them as part of the "property" of the Reading Finance & Securities Company included in parcel No. 3, or else because having purchased certain subscription claims included in lots Nos. 1 and 2, it must have these books and papers as evidence to enforce these claims. This latter allegation is not denied and seems reasonable and is to be considered to be true. This allegation includes all the books and papers. In the absence of some controlling or potent reason to the contrary, the court, having by its receivers sold certain claims which can be collected only by suits thereon, should give the purchaser of the claims that which the purchaser needs in order to realize upon the claims. This seems manifestly clear and just and any other view would be unfair to the purchaser. This reason being a sufficient one it is not necessary to decide whether the books and papers were included within the description of the word "property," mention-up of the administration of its estate. Sev

ed in the return of sale and the orders of

the Chancellor made thereon.

See, also, 81 Atl. 1089.

S. Hilles and Robert H. Richards, for re-
Herbert H. Ward, for petitioners. William

ceiver.

THE CHANCELLOR.

A receiver of the

Standard Arms Company was appointed by this court on the ground of its insolvency, and the receiver has sold all its property

and assets, and is about ready to make distribution of the proceeds thereof among its creditors as preliminary to a winding

allowed to sue some of the officers of the eral stockholders have filed a petition to be affairs by a class bill, with the corporation insolvent company for mismanagement of its and the receiver as formal defendants. The basis of this application is the alleged refusal of the receiver to bring the suit, and the correspondence between the petitioners and the receivers on the subject is made part of the petition to show the refusal. It is not necessary to consider this corres pondence, except to state that it contains a request that the receiver bring the suit by counsel selected by the petitioners and with them in control of the litigation, or that the receiver resign, and that the receiv

The conclusion is that the Citizens' Life Insurance Company of America, the purchaser of the claims, and property of the company, referred to in the petition, is entitled to have delivered to it all the books and papers of the Reading Finance & Securities Company held by the receivers, for the reasons hereinabove assigned. But to avoid even the possibility of injury to the Reading Finance & Securities Company, it will, upon application and before an order is made for the delivery of the books and papers to the purchaser, be allowed to make copies of the minute book and stock ledgers and any other er books and papers that may be shown to be necessary to preserve evidence of its organization and continued corporate existence.

disclaimed hostility to the petitioners and offered to bring the suit upon being shown the basis therefor.

[1] There does not seem to be a real difference of opinion between counsel for the petitioners and for the receiver as to the law applicable to the situation. It seems settled, that the right and duty to enforce the personal liability of directors or other officers of a corporation for gross mismanagement of the affairs of the company is with the 1. CORPORATIONS (§ 563*)-DIRECTORS-OFFI- receiver of such company appointed to ad

DU PONT v. STANDARD ARMS CO. (Court of Chancery of Delaware. Jan. 22,

1912.)

CERS-MISMANAGEMENT-PERSONAL LIABILI-
TY-RIGHT TO SUE.

The right to sue officers and directors of a corporation for mismanagement, resulting in insolvency and receivership, is a right belonging to the corporation, and is to be enforced by the receiver for the benefit of all those whom the court shall ultimately adjudge to be entitled to

the estate.

[Ed. Note. For other cases, see Corporations, Cent. Dig. §§ 2280, 22802; Dec. Dig. § 563.*]

minister its affairs on the ground of its insolvency, when there is such a receiver. The receiver has broad, general powers, sufficient for the performance of this duty and the exercise of this right, whether the pow er be acquired by the statute of the state or be inherent in or incident to the office and a result of the appointment by the Chancellor. The right to sue its officers for mis