
    *Hartman & als. v. The Ins. Co. of Valley of Va. & als.
    September Term, 1879,
    Staunton.
    Absent, Moncure, P.
    On a bill to have the assets of the Insurance Co. of the Valley of Va. administered, in the progress of the cause the debts of the Co. are paid, and there are assets consisting of debts of stockholders not yet collected, to be divided among the stockholders. Some of these stockholders had paid in full for their stock before the war; others had paid in part before the war, and the balance in Confederate notes, and these two classes had received their certificates of stock; others, at the end of the war, had paid nothing on their stock. In ascertaining the amount of the fund to be received by each stockholder — Held:
    1. Corporation — Distribution of Assets — Stock Subscriptions — Payments in Confederate Currency, — In the statement of account between the stockholder and the Co., the payments in Confederate money must be taken as valid payments without abatement.
    2. Same — Same—Same—Same—Scaling Payments.— But in the account between the stockholders to ascertain what dividend each one shall be entitled to in the distribution of the assets, the payments of stock in Confederate money, whether in whole or in part, since the 1st of January, 1862, should be scaled as of the date of payment; and each stockholder is entitled to share in proportion to his input, ascertained as hereinbefore stated.
    3. Same — Same—Dividends to Stockholders. — Preparatory to a division, accounts should be taken upon the foregoing principles; and the stockholders in arrear should not be required to pay until the accounts are taken and the dividend of each stockholder ascertained.
    4. Same — Same—Same.—Each stockholder in arrear should then be credited with *his dividend, and be ordered to pay into the hands of the receiver the balance due on his stock to be divided among the other stockholders in the proportion of their respective dividends.
    S. Same — Same—Equity Jurisdiction. — The court of equity, having all the parties before it, should enforce the payment of the moneys due from the several stockholders, and should not direct actions at law.
    In August, 1871, William B. Isaacs & Co., and three other, execution creditors, for themselves and all other creditors of The Insurance Company of the Valley of Virginia, instituted their suit in equity in the county court of Frederick, which was afterwards removed to the circuit court of the county, against the said insurance company and William L. Brent, the secretary and treasurer of the company, praying the court to appoint a receiver to collect the debts due the company, sufficient to pay the claims of the plaintiffs, and such other claims as may be outstanding against the company, that the plaintiffs might be satisfied from the said assets so collected, and for general relief.
    In September, 1871, the said insurance company instituted their suit in equity in the circuit court of Frederick county against the plairitiffs in the first suit and the stockholders and board of directors of the company, praying that the debtors to and the creditors of the company might be convened, that accounts might be taken of all the assets and liabilities of the company, their priorities adjudicated, and the assets properly distributed among the creditors and stockholders.
    
      These causes were heard together, decrees were made directing accounts and a receiver was appointed, with directions to proceed forthwith to collect the debts and realize the assets of the company, and for this purpose to bring suits either at law or equity as might be necessary; and there were reports by the commissioner and receiver; from which it appeared that the debts of the company, *except a trifling amount, had been paid, prior to March, 1876. The only parties interested in the cause after this period, were the stockholders of the company, and it appeared from the report of the commissioner, that some of these had paid up the full amount of their stock, before the war, in good money, some had paid in part before the war, and the balance in Confederate money during the war; and both these classes had received their certificates of stock; others, at the end of the war, had paid nothing; and some owed the company for money borrowed; and for the amounts due from these stockholders, bond, negotiable notes and simple promissory notes were taken; and they of course had not received their certificates of stock.
    The cause came on again to be heard the 27th of March, 1877, when the court made a decree, which, reciting that from the report of the receiver and the report of the chancery commissioner that all the debts of company, except a trifling amount, had been paid, and that the balance in the hands of the receiver or of his attorneys will be sufficient to pay the same, together with any costs and expenses which have been incurred in discharging his duties as such receiver, and that the remainder of the assets of the company should now be collected, and the surplus thereof left after the payment of all costs and expenses, and other costs and expenses which may be hereafter incurred by the said receiver in obeying the provisions of this decree, distributed ratably among all the stockholders, decreed that the receiver should proceed to collect, by execution or otherwise, the entire assets, consisting of judgments, bonds, notes or other obligations due the said insurance company, except that until the further order of the court he shall permit a stay of execution upon judgments against parties who are also holders of stock in said insurance company, to an amount of said judgments equal to twelve per cent, of the face value of the stock held by said parties; and shall leave a similar amount in the hands of *those stockholders who are debtors, and against whom judgments have not been obtained. From this decree Lewis P. Hartman and three others, in behalf of themselves and of other stockholders who have not paid their stock indebtedness^ applied to this court for an appeal; which was awarded.
    Richard Parker and Holmes Conrad, for the appellants.
    Williams & Williams, and Wm. L. Clark, for appellees, for sustaining the decree.
    Barton & Boyd and Dandridgc and Pendleton, for appellees, for reversing the decree.
   ANDERSON, J.,

delivered the opinion and decrees of the court.

This day came again the parties, by their counsel, and the court, having maturely considered the transcript of the record oí the decree aforesaid and the argument of counsel, is of opinion as follows, to wit:

It appears from the decree of March, 1877, that all the debts of the company, except a trifling amount, have been paid, and that the balance in the hands of the receiver, or his attorney, will be sufficient to pay the same, together with any costs or expenses incurred by the special receiver in the discharge of his duties; consequently the further collection required to be made are for distribution amongst the stockholders as they may be severally entitled, which should have been ascertained before further collections were ordered to be made.

It also appears from the report of Master Commissioner L. N. Huck. filed October 15th, 1875, to which there was no exception, and which was subsequently confirmed by *the court, that the available assets consists of certain notes and obligations given by the stockholders for their unpaid subscriptions of stock, and that there are no other available assets, and it would seem inequitable that those who are in arrear should be required to pay up in good money to create a fund for distribution upon terms of equality amongst those stockholders who paid their subscription in Confederate money, which was greatly depreciated. There are three classes of stockholders: 1st, those who have paid up their stock, in whole or in part, before the war in good money; 2d, those who have paid up, in whole or in part, during the war in Confederate money; 3d, those who, at the end of the war, had paid nothing.

Upon what principal shall the stockholders’ accounts be settled, the amount of assets for distribution be ascertained, and division be made amongst them?

The court is of opinion that in the statement of the account of the stockholders with the company and ascertaining the assets, we cannot disregard payments that have been made in Confederate money.

These must stand, and the stockholder must be credited by his payments in Confederate money, without abatement. But in the statement of the account between the stockholders to ascertain what dividend each one shall be entitled to in the distribution of the assets, the payment of stock in Confederate money, whether in whole or in part of the shares, since the 1st of January, 1862. should be scaled as of the date of paymentj and each stockholder shall receive his dividend of the assets in the proportion of his input thus ascertained.

The sum to be divided will be the aggregate of balances due from the stockholders severally, thus ascertained, including any funds in the hands of the court,_ in which each one will be entitled to share in proportlon to his input, ascertained as hereinbefore indicated.

By this mode of stating the account, each stockholder *gets a dividend in the precise proportion of his actual input, rating the Confederate money at its value when paid.

The stockholders being- parties to the suit — and if any of them are not they should be made parties — accounts should be ordered and taken preparatory to the division upon the principal hereinbefore declared, and the Stockholders in arrear should not be required to pay until the accounts are taken and the dividend of each stockholder ascertained.

Each stockholder in arrear should then be credited with his dividend, and be ordered to pay into the hands of the receiver the balance due on his stock, to be divided amongst the other stockholders in the proportion of their respective dividends.

Upon this plan and mode of procedure, the whole matter in controversy can be finally adjusted in this suit more to the advantage of all parties concerned and in accordance with justice, than by the institution of separate actions, at law against the stockholders, which is unnecessary and would not be proper or allowable under the circumstances; a court of equity being the proper forum for the adjudication and settlement of the matters in dispute between the parties.

The court is, therefore, of .opinion and doth decree and order that the decree of the 37th day of March, 1877, and the decree on which it is founded, or which it revives and puts in operation, so far as they require a further collection of money from Stockholders on stock account, or is in toy other respect inconsistent with this opinion and- order, be reversed and annulled, and that the appellees pay t'o the appellants their costs expended in the prosecution of their appeal here.

And this cause is remanded to the circuit court of Frederick county to be further proceeded with, in- conformity with the principles herein declared, in order to final decree.

All of which is ordered to be to the said circuit court of Frederick county.

#And again, on the 10th of October, 1879, on motion, the decree pronounced

in this cause during the- present term on the 2d inst., requiring the appellees to pay the costs incurred by the appellants in the prosecution of their appeal here, is modified So as to except from the appellees so liable the appellees Conway Robinson, J. L. Bacon the Virginia State Insurance Company, Wm. L. Brent, secretary; Wm. Byrd, special receiver; The Insurance Company of the Valley of Virginia, Richard R. Brown; Hugh Sidwell’s personal representative and Richard Sidwell’s administrator — it appearing to the court that the reversal of the decree of the court below is not to their prejudice.

Which is ordered to be to said circuit court of Frederick county.

Decree reversed.  