Martens v. Central Bank

PETERS, P. J.

The Central Bank was duly appointed special administrator of the above entitled estate. After its appointment, it filed a petition with the probate court request

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ing authorization and permission to take certain designated actions in the handling of the estate. This petition recites that among the assets of the estate is the entire issued and outstanding capital stock of A. H. Winder Corporation, and that, among the assets of the corporation, is a designated piece of improved real property which, during Winder’s lifetime, was used as the office of the corporation. It is alleged that it costs the estate nearly $300 a month to maintain this office, that such expense is unnecessary, and that the special administrator can rent the building for $150 a month. It is also alleged that the corporation owns a large number of vacant lots in Oakland, and owns a large number of contracts of sale on some of these lots upon which monthly payments are being made. In connection with these matters the special administrator requested an order instructing and authorizing it to abandon the existing office of the corporation and to conduct the corporate affairs from the office of the administrator, and for authorization to lease the corporation’s office to a designated tenant at a designated rental. The petition also alleged that the corporation, together with one Luella Murray, in 1946, had executed a promissory note to the Central Bank for $20,000; that there was a balance of $7,900, plus interest, due on this note; that the note was secured by a deed of trust covering real property owned by the corporation, and that money was available to pay this note. As to this matter the petition prays for an order authorizing the administrator to pay the balance due on this note.

The appellants, heirs of A. H. Winder, filed certain objections to this petition for instructions. After a contested hearing the probate court issued what purports to be an “Order Instructing Special Administrator.” The order closely follows the prayer of the petition. It “ordered, adjudged and decreed, ’ ’ that the ‘1 special administrator be and it is hereby authorized to conduct the affairs of the A. H. Winder Corporation . . . from its trust department office. . . . That sales of unimproved real property belonging to said corporation be made and approved only where such sales are advantageous to the estate”; that the special administrator “is hereby authorized to lease” the corporate office at a designated rental, and the order prescribes the terms of the lease. The order also “authorized” the special administrator “to consent to A. H. Winder Corporation” paying out of its funds the $7,900, plus interest, owed to the bank. From this