Ex parte Kenmore Shoe Co. v. Foster & Co. ( 1897 )

The opinion of the Court was delivered by

Mr. Justice Jones.

The facts of the case are fully set out in the decree of the Circuit Court, which, with the exceptions thereto, appear in the official report. The decree of the Circuit Court is satisfactory to this Court, and little can be added in support of its conclusions.

1 The right of the petitioners to intervene in the principal cause cannot be doubted, inasmuch as they seek to establish an equitable lien over the fund which is sought to be distributed in the principal cause. The controversy here is over a fund of about $1,200, realized from a sale of a stock of merchandise found in the possession of the W. S. Good Co., a corporation, chartered to carry on a mercantile business. The contest is between the creditors of the corporation, as one class, whose claims aggregate $1,376.39, and the creditors of J. A. Foster & Co., a partnership, of -which W. S. Good was a member, .another class, whose claims aggregate $2,217.99. W. S. Good was a stockholder in the W. S. Good Co., and its manager. The creditors of the partnership claimed the fund on the ground that the stock from which it was realized was the property of W. S. Good, and, therefore, applicable to the debts of the partnership of which he was a member, while the creditors of the corporation claim an equitable right to the fund as corporate property, capital stock, and liable for the payment of the debts of the corporation.

2 In the main cause, to which the corporation was a party, Judge Earle decreed that the stock of goods and assets alleged to belong to the W. S. Good Co. corporation, was the property of W. S. Good, and subject to his debts; this was a judgment in rem, binding on the corporation and its creditors, and no appeal has been taken therefrom. It is, therefore, final and conclusive as to the status of the property in dispute.

3 Therefore, as it seems to us, the question is not which class of creditors has the superior equity over the property of a corporatio^, the creditors of the corporation or the creditors of án individual, claiming a prior equity over the corporation’s property. It being finally determined that the property in question is not the property of the corporation but the property of W. S. Good, the real question was whether the creditors of the corporation had any equity at all as to the property of W. S. Good, as against his individual creditors. The Circuit decree allows the creditors of the corporation to share with the creditors of W. S. Good in the distribution of the fund. The creditors of the corporation have no right to complain, since the decree is more favorable to them than it might have been, and the creditors of W. S. Good have not questioned the decree in this regard.

4 Under the view we take of the case, we are not disposed to disturb the conclusion .of the Circuit Judge as to the fee which he adjudges to be paid to plaintiff’s attorneys in the main cause.

The judgment of the Circuit Court is affirmed.