corporation could do thereafter to operate, counsel moved to another phase of his argument without answer. The only possible answer is that the corporation could then proceed to voluntary liquidation without harassment from creditors, but, as pointed out above, this avenue was closed due to inability to obtain the concurrence of the statutory percentage of shareholders.
The final point raised by petitioner is that the order issued by the court is not supported by the allegations of the complaint. The allegations of the bill rather than the prayer for relief must furnish the basis for the relief to be granted by a court of equity. National Ben. Life Ins. Co. v. Shaw-Walker Co., 71 App.D.C. 276, 111 F.2d 497, 504. Davidson v. Bankers Bond & Mortgage Guaranty Co., D.C., 38 F.Supp. 825.
The Court so worded its original order that had the requisite number of shareholders agreed to voluntary liquidation at the meeting of July 6, 1950, this receivership could have been terminated at very little cost to the corporation. It was only after the shareholders were unable to agree that the receivers actually began to function.
From the allegations, therefore, two main objects were sought. (1) Conservation of the assets pending election of new management, and (2) aid of the Court in effecting liquidation. The Court has required of the Receivers interim reports. The reports submitted to this point have indicated (1) that because of lack of vital materials due to defense needs, the corporation could not resume manufacture of its principal products, stoves, and (2) that the Receivers are exploring the possibility of obtaining defense contracts. Due to the latter development, the Court continued the temporary receivership until February 1, 1951. Because of this present motion, the Court has fixed Monday, February 12, 1951, as the date for the consideration of the further interim report and has ordered notices to all interested parties so that a hearing might be held thereon. If at that time it appears that the corporation can resume operations, then an election of new management can be ordered. If not, then liquidation can be considered. It appears clearly to the Court that both items of relief under consideration are supported by the allegations of the complaint.
There has been no attempt here to interfere with the internal management of the corporation. Equitable principles demanded that the interests of all shareholders be protected. Under the circumstances set out in the complaint and as developed in subsequent hearings, it appears clearly that the equity of the shareholders would have been jeopardized or entirely destroyed had not the aid of the Court been invoked. The interests of shareholders have been protected both legally and practically by the present proceedings.
For the reasons set forth, the petition of Victor S. Markovitz for an order vacating the appointment of receivers must be denied.
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