Daily inter mountain. [volume] (Butte, Mont.) 1881-1901, 1899-04-14

for suspending the authority of the re-
ceiver and ordering him to turn over
everything in his possession as receiver
to the Montana company, that 1t now
seems to be eminently right to order 1t
to be done. These orders for suspension
and restitution are, by many well con-
sidered cases, the proper ones to make in
granting the stay.
1T may be that upon final hearing
the decision will be against this prima
facie showing. If so, the bono to be
given will afford plaintiffs ample Sc
curity, and the receiver can be re-
invested with possession. Courts will
protect minority hareholde against
fraud or such gross miSmanagement as
amounts to fraud: still the cases where
receivers are appointed are exceptional
and never on a slight or unsubstantial
showing could a court continue a re-
ownership for a solvent corporation
which has apparently removed all ne
cessity for the control of it's property
by the court and where every possible
protection can be afforded a minority
shareholder who feels aggrieved.
1t would be an unjustifiable and UNI
precedented application of legal princi-
pies If a single shareholder in a grow
ing and rich and dividend paying cor
poration, whether mining, industrial or
commercial, could, contrary to the
wishes of all other stockholders, GUST
the management of his tie
up the property and substitute for the
regularly elected corporate authorities
the equitable control of a court. We
a~pprehend that, We're such the law,
courts would soon become business con-
Germs for the execution of commercial
affairs rather than forums for the adj
ministration of law: while corporations
would find their managers, not of their
own regular selection, but chosen by
judges at the instance of a few dissat-
istied stockholders. But it is said the
defendants officers are in contempt
and are without the jurisdiction of the
courts of Silver Bow county and there
fore the corporation is not in a position
to be afforded relief on this applica-
court heard the motion to vacate the
order appointing the receiver. 1t has
not held defendants officers in con-
tempt, nor did it put it's decision deny
ing the motion or the ground of their
being in contempt. If it had. different
points might be presented. Certainly,
until the owe court has decided that
a contempt of it's orders has been COM
mltted, we cannot presume the persons
charged are guilty and punish the cor
poratiOn before the alleged contempts
OF 1t or its agents have been passed
upon. II there are proceedings now
pending in the lower court against the
corporation or it's officers for contempt
that court will dispose of them, and it
is not for this court to consider them
here.
conclude, in our Judgment. the stay
should be granted and full restitution
made pending final determination of this
appeal, and the receiver directed to take
no further action with reference to the
AFFAIRS, interests or property of said de-
PENDANT Montana company, or any part
thereof upon THAT ~cOmpany's executing
a bond in the sum of $3.50, 900 with not less
than two sureties, to be approved by the
clerk of this court in effect conditioned
to pay any and all damages accruing to
plaintiffs as shareholders on account of
the stay granted by this court, and any
and all disbursements or expenses made
or incurred by the receiver and for which
the defendant Montana company NAV be
finally adjudged to be liable. and any
compensation to which the receiver NAV
be entitled and for which defendant may
be held liable, and any and all costs that
may be properly chargeable in any pro-
ceedlngs had in and about the receiver
ship. The receiver should be retained
pending this appeal, unless the district
court otherwise orders. Counsel are re-
quested to draw and submit to us an or
der agreeable to this memorandum opin-
ion. The stay is granted"