Davison v. Davison Realty Co. ( 1919 )

Evans, J.

The plaintiff is the former wife of the defendant A. H. Davison, who was the principal owner and manager of the defendant corporation. Prior to March, 1916, a suit for divorce was pending between the parties, the trial of which was completed about March 4th, and decree was awarded to the plaintiff. Nine thousand dollars worth of stock, represented by five certificates in the defendant corporation, was awarded to the plaintiff as a part of her alimony. This stock 'had been in the name and in the possession of the plaintiff since May, 1915. The decree awarding her the stock as alimony was not satisfactory to her, in that she contended for alimony in the form of money. Upon appeal to this court, the provision for alimony in the decree was converted into a -money judgment, with the right to hold the stock until the money Should be paid.. Davidson v. Davison, 182 Iowa 1116. Between March 4, 1916, and the date of the entry of the divorce decree, March^l8th, a purported dissolution of the defendant corporation was accomplished, without the knowledge of the plaintiff. By resolutions, the property of the corporation was all distributed to the stockholders, and the defendant A. H. Davison received and claimed for himself the property or money set aside by the corporation for the five certificates of stock in the hands of the plaintiff, amounting to $9,000. He has declined to pay over the proceeds to the plaintiff, or to account for them in any manner, and, in effect, claims that they have been wholly dissipated by the payment of his own personal debts. The plaintiff has brought this proceeding in equity for an assembling of the assets of the corporation, and for an appropriate and equitable distribution thereof among the stockholders. Her theory is that the dissolution was not legally accomplished, in that it purported to be done without the assent of all the stockholders, and without the actual redemption of all the stock. The question which is to be litigated between the parties is: Did the plaintiff, prior to the date of the purported dissolution of the corporation, have any interest in these five certificates of stock, either as abso- { lute owner or as collateral holder thereof? The defendant contended that whatever right thereto the plaintiff had, attached only on the date of the entry of the decree, and by virtue of such decree; and that the certificates had, at that time, become a nullity, by the completed dissolution of the corporation. The order appealed from does not in any manner purport to adjudicate this question. It is simply a preliminary order, appointing a receiver to take possession of such assets of the corporation as are discoverable, it being made to appear, prima facie, that the assets are in danger of dissipation or concealment. We are reluctant at all times to interfere with the preliminary orders of the trial court, in advance of a final hearing upon the merits of the controversy. No objection is made here to the personality of the receiver, nor to the security exacted from him by the court. The assets of the corporation were converted largely into notes and mortgages. These will draw interest in the hands of the receiver as well as anywhere. If there is any special reason why undue damage would result to the corporation by reason of this temporary receivership, it is not made to appear. The order of the trial court will, therefore, be — Affirmed.

Ladd, C. J., Weaver, Gaynor, Preston, and Stevens, JJ., concur. Salinger, J., dissents.