Daugherty v. Superior Court

BARNARD, P, J.

This is a proceeding in prohibition, through which the petitioner seeks to restrain and prohibit the respondents from taking any further action in a matter pending before the respondent court, save and except to dismiss the same. The matter in question is a proceeding in aid of voluntary dissolution brought under section 403 of the Oivil Code.

The Peoples Finance & Thrift Company of Imperial Valley, which will be referred to as the “corporation,” was organized in 1925 as .an industrial loan company pursuant to the provisions of the Industrial Loan Act (Stats. 1917, chap. 522; DBering’s Gen. Laws, 1937, Act 3603), as amended. For convenience, this will be referred to as the “loan act.” The corporation, having elected to voluntarily wind up its affairs and dissolve, pursuant to the provisions of section 399 et seq. of the Civil Code, on May 13, 1942, filed a petition under section 403 of that code praying for court supervision over the winding up of its affairs. On the same day the court made an order authorizing the corporation to proceed with the liquidation of its affairs as provided by law and as the court might from time to time direct. An audit of the corporation’s books, commenced by the petitioner on May 13, 1942, disclosed that all certificate holders and all creditors of the corporation had been paid in full except a claim of the Department of Corporations for $236.05, the cost of the audit. While the corporation has disputed this claim it has offered to pay any amount adjudged to be due.

On June 12, 1942, the petitioner filed a petition in the respondent court praying that it terminate the proceeding instituted by the corporation. An answer was filed and a hearing had and, on September 28, 1942, the court entered a judgment denying this petition, holding that it had jurisdiction to supervise the dissolution and winding-up of this corporation and directing a continuance of the dissolution proceeding. On September 29, 1942, the corporation filed with the respondent court its first account and a petition for partial distribution to the stockholders, requesting that the same be settled and that the court direct a partial dis

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tribution to the shareholders of $65 per share. The court set the matter for hearing on October 9, 1942, and before that date the present proceeding in prohibition was commenced.