Jaggers v. Howell

1. Corporations 149 — Bill held not inequitable, inconsistent, or multifarious. A bill against a corporation and an individual to dissolve the corporation, and have a receiver appointed and assets distributed among creditors, which was obviously filed by complainants as contract creditors, was not inconsistent or multifarious, or lacking in equity, by reason of an allegation therein that plaintiffs were stockholders in the corporation. 2. Corporations 615 — Bill to dissolve corporation, for a receiver, etc., need not show complainants are judgment creditors. A bill to dissolve corporation and for a receiver, and to have assets distributed, being filed under Code 1907, § 3509, to marshal and administer the assets of an insolvent corporation as a trust fund for the benefit of creditors, need not show that complainants are judgment creditors, either for maintenance of the bill in general, or for collection of debts due the corporation, including unpaid subscriptions for stock.

Appeal from Circuit Court, Morgan County; Robt. C. Brickell, Judge. Bill by A. P. Howell and others, as simple contract creditors, against the Hartsell Oil & Fertilizer Company and C. O. Jaggers to dissolve a corporation, and for the appointment of a receiver for the collection of the company’s assets and their distribution among the creditors. From a decree overruling the demurrers interposed by Jaggers, he appeals. The bill alleges that complainants are simple contract creditors of the corporation, that the corporation is insolvent, and that the appellant, C. O. Jaggers. and others who are made parties respondent, are indebted to said corporation for unpaid subscriptions to the capital stock of said corporation. It is also alleged that Jaggers is indebted to the corporation in other large sums, and an accounting is prayed against them, together with a personal judgment. The bill makes all parties who are contract creditors parties complainant, if they desire to avail themselves of the privilege. Being stoékholders, the complainants must show that they have exhausted all other remedies within the corporation before they can proceed. 125 Ala. 465, 28 South. 2, 82 Am. St. Rep. 257; 98 Ala. 219, 13 South. 212; 84 Ala. 613, 4 South. 763. The bill falls to state many of the details necessary to give it equity when filed by simple contract creditors. 93 Ala. 579, 9 South. 370; 155. Ala. 619, 47 South. 93. There is no allegation that there has been a fraudulent transfer. 110 Ala. 376, 17 South. 935. The creditor should first obtain a judgment at law. 123 Ala. 623, 26 South. 199; 110 Ala. 376, 17 South. 935; 67 Ala. 396; 150 U. S. 378, 14 Sup. Ct. 127, 37 L. Ed. 1113. Only a judgment creditor can proceed to collect unpaid subscriptions to the capital stock. Section 3744, Code 1907; 147 Ala. 444, 41 South. 272; 10 Cyc. 728. The bill has equity and the court properly overruled the demurrers. Section 3509, Code 1907; ISO Ala. 261, 60 South. 856; 176 Ala. 374, 58 South. 274; 195 Ala. 647, 71 South. 419; 187 Ala.-199, 65 South. 771; 7 R. C. L. 731; 150 Ala. 268, 43 South..817; 167 Ala. 485, 52 South. 523.