Page:Federal Reporter, 1st Series, Volume 7.djvu/395

 TATLOB V. PHIIiADELPHU & BEADINQ B. 00. 383 �do certain things, show that the court has assumed the control and direc- tion of the exercise of all the corporate powers. �" The bill did'not pray ior the appointment of receiVers of the corpo- rate franchises of the Company, but only of its property, ' with such powei- and authority in regard to the preservation and Use of the same i» to the court shall seem best adapted to protect and promote the intei-ests of all persons having any interest therein.' The dec'ree does, in terms, appoint receivere of the ' prbperty, privileges, franchises, and powers.' It was not sought by the bill to erect the receivers into a corporation, nor to devolve upon them all the franchises of the railroad company, includ- ing its franchise to be a corporation, and bo to dissolve or extinguish'the corporate existence of the latter. We do not think that it was Intendied to extend the decree in this particiilar beyond the prayer of the bill. In both it seems to have been remembered that to make the appointment of the receivers of any use, and their possession of the property availabie,',it ■Was requisite that they should be allowed to exercise such of the fran- chises of the corporation as would be necessary for the operation of its 'property,' and the realization of income therefrom ; and for this reason, and with this intent only, as we think, the words ' privileges, franchises, and powers' were added. This construction of the decree is, in our opin- ion, necessary to its support in point of law,~and is in harmony with its final clause, which orders an injunction against the railroad company to restrain them, not from performing any and every corporate act, but only from such ftcts as would interfere with the receivers in managing the prop- erty. �' " We conclude that the court did not, by this decree, either vest in the receivers, or take under its own immediate control, all the franchises of the railroad company, but merely conferred upon the receivers the right to exercise such of them, to the exclusion of the company and its offlcers, as are incident to the possession and management of the prop- erty of the corporation ; and that the franchises which relate solely to the existence of the corporate body, and the maintenance and control of its organization, (as the holding of its annual meetings and the elec- tion of its offlcers,) continue undisturbed in the corporation itself, and in its stockholders and board of managers. �" The subsequent orders of the court, to which reference has been made, and by which certain directions have been given to the offlcers of the railroad company, do not conflict, in our judgment, with the conclusion to which we have above arrived, They have all been ex parte. No per- son has appeared to oppose them. No question was made as to their propriety, and we do not think that there can be any reasonable doubt that they were properlymade upon the applications'which induced them. The order of June 9, 1880, is the most general one, and it is that which has been most particularly referred to before us. It may be taken as a sample of all of them. By it the offlcers of the company were empowered and directed, when requested by the receivers and authorized by the riiaSters, to make such deeds, contracts, bonds, bills, notes, or other in- struments of writing as shall be necessary in the conduct of the business of the corporation. This is not at all inconsistent with the retention ��� �