trust, on the other. See McCown v. Fraser, 327 Pa. 561, 564, 565, 192 A. 674; In re Null's Estate, 302 Pa. 64, 68, 153 A. 137; Leedom v. Palmer, 274 Pa. 22, 25, 117 A. 410; Restatement, Trusts, Section 2(b)."
This is a proceeding in equity, and it is incumbent upon me to take such action as may be imperative to safeguard not only the corpus of the estate as it exists today, but also to safeguard all of the parties and all others who may possibly be affected by this suit.
It is well settled that once equity has acquired jurisdiction, that all phases of the problem and all possible remedial relief can be granted. This is so, even though the relief involved is only an incident to the jurisdiction. The rule is succinctly stated in Ober v. Gallagher, 93 U.S. 199, 206, 208, 23 L. Ed. 829: "The court had, therefore, jurisdiction of the suit as originally brought; and this jurisdiction was not defeated by the amendment which introduced the notes, not in judgment, but secured by the lien, into the case. Having obtained rightful jurisdiction of the parties and the subject-matter of the action for one purpose, the court will make its jurisdiction effectual for complete relief. Story's Eq. 64k. If the amendment had not been made, the court would in its decree have taken care to protect the rights of the holders of the outstanding notes; and that is all it is called upon to do by the amendment. Having jurisdiction for one purpose, it may be retained for all within the general scope of the equities to be enforced." (Emphasis supplied.)
Ober v. Gallagher, supra, was cited with approval in Ward v. Todd, 103 U.S. 327, 328, 329, 26 L. Ed. 339, with the statement: "The amendment was germane to the matters set forth in the original petition, and the court, having once obtained rightful jurisdiction of the parties, could retain it until complete relief was afforded within the general scope of the subject-matter of the action. Ober v. Gallagher, 93 U.S. 199 [206, 23 L. Ed. 829]."
In United States v. Union Pacific R. Co., 160 U.S. 1, 51, 16 S. Ct. 190, 209, 40 L. Ed. 319, the rule was stated as follows: "These principles are abundantly sustained by the authorities. In 1 Pom.Eq.Jur. § 181, many adjudged cases are cited in support of the proposition that 'if the controversy contains any equitable feature, or requires any purely equitable relief which would belong to the exclusive jurisdiction, or involves any matter pertaining to the concurrent jurisdiction, by means of which a court of equity would acquire, as it were, a partial cognizance of it, the court may go on to a complete adjudication, and may thus establish purely legal rights and grant legal remedies which would otherwise be beyond the scope of its authority.'"
Again, in Siler v. Louisville & N.R. Co., 213 U.S. 175, 190, 191, 29 S. Ct. 451, 455, 53 L. Ed. 753, it was held:
"The Federal questions as to the invalidity of the state statute because, as alleged, it was in violation of the Federal Constitution, gave the circuit court jurisdiction, and, having properly obtained it, that court had the right to decide all the questions in the case, even though it decided the Federal questions abversely to the party raising them, or even if it omitted to decide them at all, but decided the case on local or state questions only.
"This court has the same right, and can, if it deem it proper, decide the local questions only, and omit to decide the Federal questions, or decide them adversely to the party claiming their benefit. Horner v. United States, 143 U.S. 570, 576, 12 S. Ct. 522, 36 L. Ed. 266, 268; Fallbrook Irrigation Dist. v. Bradley, 164 U.S. 112, 154, 17 S. Ct. 56, 41 L. Ed. 369, 387; Penn Mut. L. Ins. Co. v. Austin, 168 U.S. 685, 694, 18 S. Ct. 223, 42 L. Ed. 626, 630; Burton v. United States, 196 U.S. 283, 295, 25 S. Ct. 243, 49 L. Ed. 482, 485; Williamson v. United States, 207 U.S. 425, 28 S. Ct. 163, 52 L. Ed. 278; People's Sav. Bank v. Layman [C.C.], 134 F. 635; Michigan R.R. Tax Cases [C.C.], 138 F. 223. Of course, the Federal question must not be merely colorable or fraudulently set up for the mere purpose of endeavoring to give the court jurisdiction. Penn Mut. L. Ins. Co. v. Austin, 168 U.S. 695, 42 L. Ed. 630, 18 S. Ct. 223; Michigan R.R. Tax Cases, supra." (Emphasis supplied.)
See, also, Ball v. Tompkins, C.C., 41 F. 486, 489, where the Court held that by virtue of their chancery jurisdiction, the Federal courts have jurisdiction over the administration of estates when the requisite citizenship and other conditions exist.
In Williams v. Collier, D.C., 32 F.Supp. 321, 324, I stated the rule as follows: "* * * The doctrine is well established that once the jurisdiction of an equity court attaches, it attaches for all purposes and the court will give complete relief * * *."
It may be mentioned at this point that several plan holders who have been permitted to intervene have joined with Independence and Pennsylvania in opposing the motion for the injunction. These intervening plan holders have offered no testimony.
Subsequent to the filing of the motion for injunction, Independence raised the question of the applicability of the Securities Act of 1933, contending that all of the plans "were sold in Pennsylvania by local salesmen employed by Pennsylvania corporations" and that "consequently the plaintiffs have not satisfied the burden incumbent upon them of proving the jurisdictional facts necessary to give the court jurisdiction over the case and for this reason it should be dismissed." The record is replete with instances too numerous to mention of the use of the mails by both Independence and Pennsylvania. The same contention was advanced in Securities and Exchange Commission v. Time-trust, Inc., D.C., 28 F.Supp. 34, and it was there dismissed as being without merit. See, also, Gross v. Independence Shares Corporation, D.C., 36 F.Supp. 541, in which the same contention was advanced and dismissed by Judge Bard of this District.
I am of the opinion that the motion for injunction should be granted and that the injunction should issue.
In summary, the record conclusively establishes that Independence is the real trustee; that it buys the underlying stocks which comprise the Deposit Units; that it creates the Independence Trust Shares; that it manages in the fullest sense of the word the monies paid in by the plan holders; that after the investment it can in its discretion sell any of the underlying securities; that while the emphasis given to the words "trustee" and "trusteeship" in the various transactions would naturally lead to the assumption that the functions of Pennsylvania as "trustee" afforded to the investment the protection of supervision and management ordinarily ascribed to a trustee, that the fact is that Pennsylvania performs purely ministerial duties, and that Independence exercises exclusive domination and control.
In view of the potentialities of the situation with respect to a receivership for Independence, previously referred to in this opinion, and especially in view of the heavy "load" to which payments by plan holders are subjected, the exercise of equitable jurisdiction makes imperative the granting of the motion for the injunction, and the motion is accordingly granted and the injunction issued.