Realty Building & Savings Ass'n v. Gorsuch

¹⁸⁷ Johnson, J., delivered the opinion of the Court. This is an appeal from an order of the Circuit Court No. 2 of Baltimore City overruling the demurrer filed by appellants to appellee’s first amended bill of complaint, with leave to the defendant to answer the same within thirty days from date. The amended bill was for discovery, for the appointment of a receiver and an injunction and for dissolution of the corporate defendant, and attached thereto are six interrogatories to be answered by the defendant under oath. The first as well as the amended bill of complaint was filed by John W. Gorsuch and Emma E. C. Gorsuch, his wife, while subsequent to the original bill of complaint, Nettie Gehb applied for leave to intervene as a party plaintiff, and was made a party plaintiff in pursuance of an order of court.

On June 2, 1941, upon petition of Lloyd M. Freeh and Illda Freeh, his wife, they too were made parties plaintiff, so that there are now five plaintiffs to the amended bill of complaint, which in effect states that Gorsuch and wife have been members of the defendant corporation since August 31, 1914, and have a free-share account amounting to $964.35; that the respondent is a body corporate under the laws of the State of Maryland, for the purpose of conducting a building and loan association, its business generally being to receive funds from its members in the form of subscriptions to shares in the association, and loaning funds to other members of the association upon security, and for some years the defendant actually conducted its business in the aforesaid manner; that for sometime past the plaintiffs have been trying to get their funds from the respondent and have made repeated demands upon it for the same, and being unable to obtain the same, on February 7, 1941, they gave the respondent written notice under the bylaws, a copy being filed and marked “Complainants’ Exhibit No. 1,” in which they stated they desired to ¹⁸⁸ withdraw all their money, being thé sum of $964.35, in Book No. 5301, which is marked as “Complainants’ Exhibit No. 2.” The amended bill thén states that the plaintiffs are advised that the respondent is heavily indebted unto other persons; that the respondent has practically discontinued doing business, and the only loans they have made in the past eighteen months were a loan secured by a second mortgage for $350 on property 2420 Wilkens Avenue, and another loan, which is also a second mortgage of $350, to John J. Watts and Josephine Watts on property No. 1615 North Patterson Park Avenue; that the respondent is totally insolvent and unable to pay its just debts as they lawfully become due in the usual course of business, is doing business at a loss, and its assets are being wasted to the detriment of the free shareholders of the respondent. Then follows an allegation that several free shareholders, in various amounts, have since May 24, 1939, instituted suits in the Circuit Court No. 2 of Baltimore City against appellant for a receiver; that such cases were latter dismissed, upon payment of costs by appellant, with the further averment 'of other suits now pending and undisposed of in said court against appellant, as well as an allegation that other suits had been docketed against it in the Circuit Court of Baltimore City. It is further alleged that the assets of the respondent association are insufficient to pay the claims of creditors and shareholders, but notwithstanding this fact, payments have been and are being made to some of said shareholders in preferencé to others, and unless the court intervenes and appoints a receiver to take charge of the assets of the respondent and preserve and administer the same under the jurisdiction of the court for the benefit of all the parties interested therein, preference is likely to result by some of the creditors of the said respondent, whose assets will be further depleted. ¹⁸⁹ The bill prays that a receiver may be appointed to take possession of the assets of the respondent and administer the same under the jurisdiction of the court; that the court pass an order restraining respondent from paying any money unto any of its shareholders until further order of the court, and that the court may dissolve said respondent corporation in accordance with the statute, and for such other relief as the exigencies of the case may seem to disclose. For the purposes of demurrer, all well pleaded facts alleged in the bill, together with the inferences drawn therefrom are accepted as true.

Schenker v. Moodhe, 175 Md. 193 , 200 A. 727 ; Scher v. Becker, 163 Md. 199 , 161 A. 167 ; McInnes v. McInnes, 163 Md. 303 , 163 A. 85 ; Levin v. Levin, 166 Md. 451 , 171