State v. Herdic Coach Co.
Also decided on this docket: La. Ct. App. 1st Cir., September 8, 1977 350 So. 2d 929; La. Ct. App. 1st Cir., June 28, 1957 96 So. 2d 332; La. Ct. App. 1st Cir., July 1, 1922 6 Pelt. 417; La. Ct. App. 3d Cir., March 10, 1982 412 So. 2d 176; La. Ct. App. 1st Cir., January 31, 1972 258 So. 2d 145
State v. Herdic Coach Co., 35 La. Ann. 245 (1883).
Cited by
- State ex rel. Guion v. People's Fire Insurance Co. of New Orleans 52 So. 763 La. 1910
Opinion text
Dissenting Opinion. Poché, J. In my opinion, that- part of the judgment appealed from which dissolved the injunction obtained by the State and recognized the liquidators appointed by the Company is glaringly erroneous, and should have been reversed. Under our law, the unavoidable legal effect of the judgment of forfeiture was that the Company’s affairs should have been liquidated by a commissioner appointed by the court, whose administration should have been guided by the court, and enforced by oath and security ; or by a liquidator appointed by the Governor. The first mentioned mode of liquidation takes place when the forfeiture of the charter is predicated on the insolvency of the corporation. (R. S. Sec. 688.) The latter must be ordered when the forfeiture is decreed for any other reason. R. S. Sec. 1612. In either case, and whenever the charter is forfeited by judicial action, the clear intention of the law is to deprive the corporation of *248 the power of self-liquidation, and to place its assets under the control of the State authorities, for the benefit of creditors or stockholders, as the case may be. In this case, it appears from the record that the forfeiture of the defendant’s charter was predicated on its wanton violation of the organic law of the State, Art. 238 of the Constitution, by issuing- fictitious stock, in consequence of which the State had the manifest right of controlling the liquidation of its affairs. It is perfectly immaterial that the corporation is shown to be solvent, and that no complaint is made by any stockholder. The State aloné has the authority to judicially demand the forfeiture of a charter created by itself. In re Mechanics’ Society, 31 An. 631. When the State acts through its proper representative, the Attorney General, the act is complete, without the assistance or co-operation of any party in interest. Without the intervention of the State no judicial forfeiture of the charter can be obtained, even if demanded by the stockholders themselves, or by any number of creditors or other persons in interest. State vs. Atchafalaya, 5 R. 63 . These views are recognized by ourselves in the opinion in the case of the Louisiana Savings’ Bank, to be read this very day. • A judgment of forfeiture of the defendant’s charter, for violation of the law, is absolutely incompatible with the recognition of the authority of liquidators appointed under the provisions of the charter ; that part of the judgment practically defeats the effect of the judicial forfeiture of the charter, which means nothing else than a liquidation under the authority of the State. State vs. Haynes, 12 An. 285. For those reasons I dissent from the opinion and decree of the majority of the Court in this case. Rehearing refused.