I agree with Mr. Justice EDWARD M. SHARPE that Act No. 32, Pub. Acts 1933, as amended by Act No. 95, Pub. Acts 1933, in express terms applies to all trust companies, whether or not they have been formally permitted to engage in a general banking business under 3 Comp. Laws 1929, § 12019.
I also agree that, as emergency legislation, the act is not in violation of the Constitution, in view of the fact that it provides for determination and protection of the rights of interested persons in courts of equity. Robinson v. People'sBank of Leslie, 266 Mich. 178 (92 A.L.R. 1251); Lansing DropForge Co. v. American State Savings Bank, ante, 124.
In so holding, I am confining my concurrence to the question before us — the power to reorganize a trust company under sections 7 and 7a of the acts, both of which provide for review by the courts. In provisions which expressly maintain the supremacy of the judicial branch of the government in a given situation, there is no indication of usurpation of judicial powers by the other branches.
Nor, in view of the severing clause of the act, does such concurrence carry blanket approval of all the provisions of the law. For example, we may doubt the power of the legislature to infringe upon the jurisdiction of courts of equity over trusts and the appointment of trustees without necessarily doubting its authority over corporations which can act as trustee and take trusts only by legislative consent. *Page 568
Cross-appellant Hirschfeld's claim that insolvency of the company must be established as a requisite to reorganization is, technically, not tenable because neither section of the act so provides.
But in a practical sense the ruling that solvency was not in issue was wrong. Whether the court had power to determine the advisability of reorganization or merely to pass upon the plan after advisability had finally been determined by the banking commissioner and governor, the financial condition of the corporation was relevant and most important. The court could not determine the advisability or pass upon the fairness of the plan and protect the legal rights of objectors without evidence of the condition of the company. Moreover, all interested parties were entitled to the facts concerning the corporation in order that they might determine their own course of action, whether to agree to the plan, suggest modification, or seek specific personal relief.
The statute does not detail the practice. Necessarily it must be somewhat informal and the hearing be more in the nature of an inquiry than of a lawsuit, with parties arraigned against each other. The proponents of the plan, having access to the records and information, have the duty to present sufficient facts to enable the court intelligently to pass judgment. The objector has the duty to make demand for the particular information he desires, point out his specific objections and, in due time, make known to the court the personal relief, if any, he desires.
The fairness of the plan upon its face and the general circumstances must determine the extent of the initial duty of proponent to make a prima facie case and of objectors to be specific in their demand for information and their objections. While the testimony taken in this matter was incomplete and ordinarily might be insufficient, the plan at bar as modified *Page 569 by the court has so much the general appearance of fairness, with equal protection to all creditors and possibility of largest return to them, as to raise the duty of an objector to be specific in his criticism of it and in his prayer for relief.
If Mr. Hirschfeld, in circuit court and here, were seeking personal relief, he would have been, and now would be, entitled to such disclosure of the conditions of the trust company as would enable the court to pass upon his prayer. The relief he asks is that the whole plan of reorganization be nullified or, in the alternative, that the case be remanded to take proofs of all the facts for the purpose of determining the wisdom and fairness of the plan and whether the company is solvent or insolvent. Nowhere does he indicate that he wishes other than nullification of the plan or appointment of a receiver.
In our opinion, he is not entitled to such relief. Reorganization has been accepted by all interested parties, either by actual approval of it, by failing to object in circuit court, or by failing to appeal from the decree. The plan has been in operation over a year. It would be inequitable to permit a single objector to create such confusion and loss to other creditors as would be caused by the granting of his prayer. Such inequity could be justified only if it were the incidental and inevitable result of the necessary protection of his rights. In view of the fact that the plan offered affords him equal protection with all other creditors, and because he has made no request for special personal relief, the decree is affirmed, without costs.
NORTH and BUTZEL, JJ., concurred with FEAD, J.