Sec. 6065, R.S. 1939. (c) Court orders approved amounts of compensation paid. (d) Surcharge based upon court's erroneous view that proceeding was a receivership. Bushman v. Barlow, 328 Mo. 90, 40 S.W.2d 637; O'Malley v. Continental Ins. Co., 343 Mo. 382, 121 S.W.2d 834; Relf v. Rundle, 103 U.S. 222, 26 L.Ed. 337; State ex rel. Mo. State Life Ins. Co. v. Hall, 330 Mo. 1107, 52 S.W.2d 174; State ex rel. St. Louis Mut. Life Ins. Co. v. Mulloy, 330 Mo. 951, 52 S.W.2d 469. Robertson, Superintendent, v. Mo. State Life, 136 S.W.2d 362; Aetna Ins. Co. v. O'Malley, 343 Mo. 1232, 124 S.W.2d 1164; State ex rel. Carwood Realty Co. v. Dinwiddie, 343 Mo. 592, 122 S.W.2d 912. (2) The $85,264.44 surcharge was based upon the erroneous conception of the court below that O'Malley was without authority to attempt to rehabilitate or reinsure the exchange and was required to commence liquidation upon November 12, 1936, the date he was placed temporarily in charge. Sec. 6057, R.S. 1929; Secs. 6052-6069, R.S. 1939; Secs. 6052, 6059, 6061, 6964, R.S. 1939. (3) O'Malley, a public officer with discretionary powers, having acted in good faith, was not liable for alleged mistakes in judgment.
is entitled to recognition by the courts of other states under the United States Constitution. Relfe v. Rundle, 103 U.S. 222, 26 L.Ed. 337; Converse v. Hamilton, 224 U.S. 243, 32 Sup. Ct. 415, 56 L.Ed. 749; Clarke v. Williard, 292 U.S. 112, 78 L.Ed. 1160. (2) The court below should have ordered, adjudged and decreed that the said writ of execution, levy and sheriff's sale, sheriff's deed and said writ of garnishment be vacated, set aside, quashed and dismissed and held null and void.
The receiver thereby became a statutory assignee. See Kennedy v. Gibson, 8 Wall. 498; Relfe v. Rundle, 103 U.S. 222; Howarth cases. The right of a Minnesota receiver appointed and proceeding under the act of 1899 is recognized and, in legal effect, approved by this court in the Burget case, 188 U.S. 739, when it reversed the judgment in Hale v. Allinson, 188 U.S. 56, where the receiver had been appointed before the act of 1899 was passed and refused to entertain the Burget case, although its attention was explicitly drawn to the claim that the two cases presented the identical question.
People ex rel. Palmer v. Niehaus, 356 Ill. 104; National Bondholders Corporation v. Joyce, 258 N.Y, 257, 11 N.E.2d 552. The pioneer case making this distinction between the title of a liquidator appointed under a special statute, and that of a receiver, is Relf v. Rundle, 103 U.S. 222, 26 L. ed. 337, where the distinction between possession of a receiver and the title of a State officer, vested with title of assets of an insolvent corporation, was first discussed with like results. The title of such a liquidator reaches all of the assets of the company, including those in other States; (Relf v. Rundle, 103 U.S. 222, 26 L. ed. 337; Converse v. Hamilton, 224 U.S. 243, 56 L. ed. 749;) and the title of such a liquidator must be recognized by the courts of other States.
White, Taylor Gardner, of Austin, for defendant in error. The liquidator was the statutory successor to the defendant and entitled to assert the rights of the defendant in the Texas Courts as a matter of right. Relfe v. Rundle, 103 U.S. 222, 26 L.Ed. 337; Clark v. Willard, 292 U.S. 112, 78 L.Ed. 1160, 54 Sup.Ct. 615; National Surety Co. v. Cobb, 66 F.2d 323. MR. JUSTICE CRITZ delivered the opinion of the Court.
The liability of a stockholder of a corporation is determined by the laws of the state in which it was organized, and not by the laws of the state of the domicile of the stockholder. Relfe v. Rundle, 103 U.S. 222, 26 L.Ed. 337; Canada Sou. Ry. Co. v. Gebhard, 109 U.S. 527, 3 Sup. Ct. 363, 27 L.Ed. 1020; Nashua Savings Bank v. Anglo-Amer. Co., 189 U.S. 230, 23 Sup. Ct. 517, 47 L.Ed. 786; Hawkins v. Glenn, 131 U.S. 332, 9 Sup. Ct. 739, 33 L.Ed. 192; Glenn v. Liggett, 135 U.S. 544, 10 Sup. Ct. 867, 34 L.Ed. 267; Bernheimer v. Converse, 206 U.S. 533, 27 Sup. Ct. 755, 51 L.Ed. 1163, 1176. The courts of Alabama are required by the full faith and credit clause of the Constitution of the United States to give effect to the decree of the superior court of Fulton County, Ga., judicially determining that it is necessary for the protection and payment of creditors of the Empire Life Insurance Company that all stock subscriptions be collected by plaintiff.
The juridical consequence of this is that such a receiver may bring suit outside of the jurisdiction of the authority appointing him, for the reason that he has the legal title, and therefore may enforce it by an action.' * * * The right of a receiver to sue outside the jurisdiction of the court appointing him, so far as the right to do so depends upon his having title, appears to have been recognized principally in eases (such as Relfe v. Rundle (Life Asso. of America v. Rundlc) (1880) 103 U. S. 222, 26 L. Ed. 337; American Nat. Bank v. National Benefit & Casualty Co. ([C. C] 1895) 70 F. 420; Avery v. Boston Safe-Deposit & T. Co. ([C. C] 1896) 72 F. 700; Hopkins v. Lancaster ([D. C] 1918) 254 F. 190; Planters' Bank v. Bass (1847) 2 La. Ann. 430; Bockover v. Life Asso. of America (1883) 77 Va. 85; and Parker v. Stoughton Mill Co. (1895) 91 Wis. 174, 51 Am. St. Rep. 881, 64 N. W. 751) in which the receiver or other officer is constituted the virtual successor or representative of the corporation itself, upon the entry of a decree for its dissolution, and in cases (such as Bernheimer v. Converse (1907) 206 U. S. 516, 51 L. Ed. 1163, 27 S. Ct. 755; Converse v. Hamilton, 224 U. S. 243, 56 L. Ed. 749, 32 S. Ct. 415, Ann. Cas. 1913D, 1292; Hale v. Hardon (1899) 37 C. C. A. 240, 95 F. 747; Goss v. Carter (1907) 84 C. O. A. 402, 156 F. 746; Irvine v. Putnam ([C. C] 1911) 190 F. 321; Irvine V. Elliott ([D. C. ] 1913) 203 F. 82; Irvine v. Baker ([D. C] 1915) 225 F. 834; John W. Cooney Co. v. Arlington Hot
Under Michigan law title to all assets was in the Michigan receiver. See Relf v. Rundle, 103 U.S. 222; Bolen-Darnell Coal Co. v. Kirk, 25 Okla. 279; Chesapeake Ry. Co. v. McCabe, 213 U.S. 218; Rundle v. Life Assn., 10 F. 720; Baltimore Ohio R. Co. v. Koontz, 104 U.S. 5; Augusta v. Kimball, 91 Me. 608; Bernheimer v. Converse, 206 U.S. 516; Fish v. Smith, 73 Conn. 281; Barley v. Gittings, 15 App.D.C. 438; MacMurray v. Sidwell, 155 Ind. 566; Joy v. Midland State Bank, 26 S.D. 254; Hardee v. Wilson, 129 Tenn. 513; Avery v. Boston Safe Deposit Co., 72 F. 701; Hale v. Hardon, 95 F. 747; American Water-Works Co. v. Farmers' Loan Co., 20 Colo. 211; Gilman v. Ketcham, 84 Wis. 69; Life Assn. of America v. Goode, 71 Tex. 95; Childs v. Cleaves, 95 Me. 514; Nashua Savings Bank v. Anglo-American Land Co., 189 U.S. 221; Lewis v. Clark, 129 F. 570; Clark v. Williard, 292 U.S. 112. The laws of Michigan are part of the charter of a Michigan insurance company.
The statutes of the State of incorporation, the charter or articles of association benefit certificate and laws of the society enter into and are parts of the contract of membership between a fraternal beneficiary society and its membership. Baldwin v. Begley, 185 Ill. 180; Fulenweider v. Royal League, 180 Ill. 621; Sabin v. Phinney, 134 N.Y. 423; Shipman v. Protected Home Circle, 174 N.Y. 398; Union Mutual Association v. Montgomery, 70 Mich. 587; Supreme Lodge v. LaMalta, 95 Tenn. 157; Gaines v. Supreme Council, 140 F. 978; Van Schoonhoven v. Curley, 86 N.Y. 187; Sharpe v. Grand Lodge, 108 Neb. 193; Farmers v. Kinney, 64 Neb. 808; Relfe v. Rundle, 103 U.S. 222; Kirkpatrick v. Modern Woodmen, 103 Ill. App. 468. The provisions of the Constitution and of the act of Congress by which the judgments of one State are to have faith and credit given them in another State establish a rule of evidence rather than of jurisdiction.
The mere fact that the articles provided that the principal place of the company outside of Arizona should be in California is not sufficient to overcome the inference as to the intent of the incorporators to contract with reference to the laws of Arizona. While the laws of a foreign State in which the company may attempt to do business may prevent the doing of business or limit the exercise of the corporate powers, Relfe v. Rundle, 103 U.S. 222, 226, such laws cannot enlarge the powers of the corporation or provide for the conduct of its business in a way which is not permitted by the law of its incorporation. Nor can such laws affect the position of the stockholders in the company by enlarging, limiting or modifying their rights as members of the corporation or by altering their liabilities to its creditors as fixed by the law under and subject to which they became stockholders.