Appeals, Nos. 20, 21 and 22, May T., 1951, from decree of Court of Common Pleas of Dauphin County, 1947, Commonwealth Docket, No. 129, in re Commonwealth of Pennsylvania ex rel. T. McKeen Chidsey, Attorney General et al., v. Keystone Mutual Casualty Company. Decree reversed.
Ralph B. Umsted, Deputy Attorney General, with him Charles J. Margiotti, Attorney General, in propria persona, and Artemas C. Leslie, Insurance Commissioner, in propria persona, for appellants.
Elder W. Marshall, with him Reed, Smith, Shaw & McClay, Charles Denby, Walter M. Newman, Walker & Newman and Sherman T. Rock, for policyholders' committee, appellants.
Maurice Stern, in propria persona, with him Josef Jaffe and Mayer, Magaziner & Brunswick, for Maurice Stern, amicus curiae.
David A. Saltzburg, Sebastian C. Pugliese and Albert D. Brandon, with them Morris W. Kolander and Kolander & Saltzburg, for E. Brooke Matlack, amicus curiae.
Before Drew, C.j., Stern, Stearne, Jones and Ladner, JJ.
OPINION BY MR. JUSTICE ALLEN M. STEARNE
There are three appeals from the refusal of the Court of Common Pleas of Dauphin County to permit the intervention of a policyholders' committee in a dissolution and liquidation proceeding relating to the Keystone Mutual Casualty Company, a Pennsylvania corporation. Appellants are the Commonwealth's Attorney General, its Insurance Commissioner and the Committee. The Statutory Liquidator interposes no objection to the intervention but reserves his right to question the validity of any plan of rehabilitation. The Ancillary Receiver for the State of Maryland intervened as a party defendant in opposition to any plan of rehabilitation.
The reasons which motivated the Court to deny the intervention may be thus summarized: (a) a decree of dissolution was entered by the Court; (b) that after corporate dissolution there can be no reestablishment of the corporate entity; (c) that there is no authority for the proposed plan to turn over the assets to officers and directors of the dissolved company; (d) that an intervenor takes the litigation "as he finds it" and this petition is in effect "an attack upon the proceedings" and is in the nature of a bill for review. Perhaps the foundation of the Court's objection is, as stated in its opinion, " Were we to allow this petition, we would be required to hear evidence and pass upon the validity of our decree [of dissolution]...."
On June 26, 1947, upon suggestion filed by then Attorney General, and with the consent of the company, "[The] Court, by order dated June 26, 1947, ordered and directed the Keystone Mutual Casualty Company to be dissolved, and directed that the Insurance Commissioner of this Commonwealth take possession of the assets of the company, as Statutory Liquidator, in accordance with the provisions of Section
of The Insurance Department Act of May 17, 1921, P.L. 789, as amended, 40 P.S. 206. The Court ordered that the company be closed, its charter vacated and its corporate existence ended, and further directed that its business affairs be ...