Evans v. Brown/Opinion of the Court

'And when the decree decides the right to the property in     contest, and directs it to be delivered by the defendant to      the complainant, *  *  * and the complainant is entitled to      have such a decree carried immediately into execution, the      decree must be regarded as a final one to that extent, and      authorizes an appeal to this court, although so much of the      bill is retained in the circuit court as is necessary for the      purpose of adjusting, by a further decree, the accounts      between the parties pursuant to the decree passed. This rule,     of course, does not apply to cases where money is directed to      be paid into court, or property to be delivered to a receiver, or property held in trust to be      delivered to a new trustee appointed by the court, or to      cases of a like description. Orders of that kind are     frequently and necessarily made in the progress of a cause. But they are interlocutory only, and intended to preserve the     subject-matter in dispute from waste or dilapidation, and to      keep it within the control of the court until the rights of      the parties concerned can be adjudicated by a final decree.'

Here the rights of the hematite company and the defendant directors of the iron company have been adjudicated and definitely settled. Their lease, which was in reality the subject-matter of the action, has been canceled, and a delivery of the leased property to the iron company has been ordered. The complainants are entitled to the immediate execution of such a decree. The receiver to whom the delivery is to be made was not appointed to hold the property until the rights of the parties could be adjudicated, but to stand, subject to the direction of the court, in the place of, and as and for, the corporation, because, under the circumstances, the corporation is incapacitated from acting for itself. His position is like that of the guardian of the estate of an incompetent person. He represents the iron company, and a delivery of the leased property to him is a delivery in fact and in law to the company itself; that is to say, to the party for whose use the suit was prosecuted. The complainant stockholders sue for the company, and the delivery to the receiver is a delivery to the company that has been adjudged to be entitled to immediate possession, notwithstanding the lease to the hematite company. The defendant directors have not in form been removed from their office, but their power as directors has been taken from them, and they are no longer able to carry into effect the orders of the stockholders made in fraud of the rights of the minority at the meeting in October. A new officer has been appointed to stand in the place of the directors as manager of the affairs of the company. In the words of Mr. Justice MCLEAN, in Craighead v. Wilson, 18 How. 201, the decree is final 'on all matters within the pleadings,' and nothing remains to be done but to adjust the accounts between the parties growing out of the operations of the defendants during the pendency of the suit. The case is altogether different from suits by patentees to establish their patents and recover for the infringement. There the money recovery is part of the subject-matter of the suit. Here it is only an incident to what is sued for.

The motion to dismiss is denied.