dissented.
The School Trustees having been cited to appear, made answer to show cause why. they should not be punished as for contempt. The answer alleged that it being proposed to take an aggregate of $52,000 from the fund, they were authorized by their respective school boards to contest these allowances, that on that ground they had filed their petition, that their intervention being refused, they yet were permitted to offer evidence under the order of the Court; that they were advised by their solicitors that under the order they would be in almost the same position as if allowed to intervene ; that answer was made by the receiver and his attorneys, denying the allegations of their petition, that the examination was begun before the referee, but was closed by the receiver insisting on construing the order to suit his own views, that being cited as for contempt, he made application to amend and change the order, which amendment was allowed ; that the solicitors for the School Trustees in order that there might be no misunderstanding asked for the following insertion : That testimony should be taken “ as to whether $25,000 is an excessive, exorbitant, and unconscionable charge for what said receiver has done, and in proof of such issue, any evidence may be offered of what the receiver has done or of what he has not done that he should have done that this insertion the Court declined to make ; that thereupon the School Trustees were advised by their solicitors that the amended order of reference confined the issue to charges of fraud, corruption, misconduct, fraudulent and unconscionable charges and claims for compensation or professional misconduct, and that there were no allegations in their petition that were charges of fraud, corruption or misconduct except one, and none that were charges of fraudulent and unconscionable claims or professionable misconduct, and that they would probably be permitted to offer no proof on *39any of tbe allegations of the petition except the single one of the receiver having failed to take possession of certain property that he could have taken possession of, and in view of the situation they deemed it necessary, in courtesy and deference to the Court, and in justice to themselves, to state to the Court their reasons for declining to proceed ; that their statements made in the paper which they submitted to the Court, so far as they are statements of legal conclusions, were made upon the advice given to them by their solicitors ; that they were advised by their solicitors that they could offer proof under this order only of a charge for compensation that was both fraudulent and unconscionable. They were further advised that the allegation that the claim of the receiver was grossly exorbitant, excessive and unconscionable, was not a charge of a fraudulent and unconscionable claim, because there was a distinction between a fraudulent and unconscionable claim and an excessive, exorbitant and unconscionable claim, and that they, therefore, could offer no-proof whatever on the subject of compensation.
Upon the filing of this answer, the following opinion was delivered :
Judd, J. :Upon January 80th the parties heretofore adjudged by this Court to be in contempt came into Court by their attorneys, and presented an answer to the charge against them, in which they use the following language: “ Tour respondents further desire to represent to the Court that the information, which they have collected at great trouble and cost, is of a nature that should come under the notice of the Court, and that information, and the names of the witnesses, they will be glad to submit to the Court.” When the petition was first presented by these persons to the Court, making such serious charges against Receiver Dyer and Attorneys Peters and Williams, the Court then had, and at all times since has, determined that no stone should be left unturned in making a most thorough and searching-investigation of said charges. The offer by these petitioners, made now in their last response, to furnish to the Court *40evidence and information wbereby said charges can be proved, is accepted. If these charges which hav6 been made shall be sustained, so far as the question of compensation to Dyer and his solicitors is concerned, it will be one-of easy solution; for, if they have been guilty of the conduct charged, then this Court will not allow them any compensation for any sum, so that these petitioners can easily reach the question of compensation, concerning which they seem so anxious, by furnishing this court with the proof, which they say is in their possession and that they have collected at great trouble and cost. If they have acted in this matter in good faith, and if they are now acting in good faith, and if they have acted upon information which is of the value that they seem to attach to it, and the charges are sustained, then the question of compensation will be settled without a hearing upon the report of Com- ' missioner Sprague, to whom the question of compensation 'was referred. It is now required of them that they furnish to the attorneys to be appointed by this Court any and all information which they may have, of every kind and character, concerning the charges which they have made in their petition against Dyer and his solicitors, and that they likewise and in like manner furnish the names of their witnesses, together with a written statement of what particular charge they will testify about, so that the attorneys to be appointed by this Court may be able to proceed intelligently with the investigation.
So far as the disposition of the case which is now pending before this Court against these petitioners for contempt is concerned, the decision will be postponed until an investigation is made of the charges heretofore mentioned. "We are of the opinion that we can best dispose of that in the light of what may or may not occur in respect to that investigation.
Sandeobd, C. J., and Henderson, J., and Boremak, J.r concurred.Thereupon all the information and facts and names of witnesses were turned over to the Court, and the Court appointed Mr. John A. Marshall and Mr. E. B. Critchlow, *41who was objected to as interested in the receiver’s account,. to conduct the case on behalf of the Court, and the examination was resumed.
The testimony was exceedingly voluminous and showed in addition to what are stated as facts in the opinion that the compromise upon the real estate was recommended to the Court by the attorneys for the receiver, one of whom stated that the compromise was for the reasonable price of the land; that the whole of the suits was compromised for the price paid for a part of the land by the alleged purchaser; that one member of the .Court was misled as to, the compromise. As to the sheep, it appeared that they were rented to W. L. Pickard without any public advertisement, who was a surety upon the receiver’s bond. The price was 20 cents per head. The evidence varied widely as to the cash rental of sheep, and was put all the way from-20 to 50 cents. The testimony as to the compromise of personal property for the sum of $75,000, showed that it was something more than a compromise for personal property, but was in fact a final settlement” according to the receiver, and so understood by the Church attorneys; that final judgment was immediately entered, which made no-reservation and would offer an insuperable obstacle to the recovery of any other property or even to the -further prosecution of suits already begun; that it was made five months before the entry of final decree, but never reported to the Court, and since it had been made, no further attempt was made to recover property. The evidence tended to show that in every county and town there was real estate-belonging to the church," to recover which no attempt had ever been made; that the suits at Ogden could be in no sense regarded as a test case, but were peculiar as to the-facts. The evidence further showed that the personal property had been converted by the different stake corporations, which were responsible, and not by private persons at all; that the property had been delivered to them and they could have been made parties to the main action and judgment there taken against them. As to the compensation, the evidence showed that the examination was begun before Judge Sprague. The government was represented *42by George S. Peters, sub modo. The receiver was represented by P. L. Williams; the defendant, church corporation, by LeGrand Young and Sheets and Rawlins; that the receiver testified at length to his services, which he represented to be very great; that witnesses were introduced by the receiver who testified on the basis of the receiver’s testimony; that Mr. Peters appeared to be acting for the receiver; that the attorneys for the defendant cross-examined the witnesses the first day; that thereupon the receiver went to the church officers and obtained from them a direction to their attorneys not to contest his claim for $25,000; that on the second day the attorneys for the defendant stated this fact and demanded from Mr. Peters whether he represented the government or the receiver; this Mr. Peters refused to say, but admitted that he was acting for the receiver agd for the government, to a “ certain extent.” The examiner then stated that he recognized Mr. Peters as acting for the government; that thereupon tile attornéys for the defendant protested against the examination proceeding without the government being represented and some attempt made to resist the large claims made; that the examiner then proceeded without any opposition from any quarter to the receiver’s testimony and his witnesses’ and attorneys’.
Hon. R. N. Baskin appeared for the public before the examiner Harkness, and was permitted to cross-examine certain witnesses, but he was then objected to by the receiver’s counsel and excluded by the examiner, who stated that he did so upon the advice of members of the Court.
The referee, Judge Harkness, filed his findings of facts, finding no fraud or wilful misconduct or intentional wrongdoing on the part of the receiver or his attorneys, but he declinéd to pass upon the question whether the receiver or his attorneys had made exorbitant claims against the fund since such a question was not referred to him. The attorneys who acted for the Court, Messrs. Critchlow and Marshall, filed exceptions to the report, and the Court thereupon delivered the following opinion:
Receiver — Misconduct—COMPROMISE—Where it appeared that the receiver, acting upon the advice of competent attorneys, had compromised the claim of the receiver against certain real estate for far less than the value of the property, held that the receiver will he held blameless whether his attorneys acted rightly or not. Id. — Misconduct op Attorneys — Compromise—The receiver began suit to recover certain real estate alleged to have been conveyed' on trust for the defendant corporation. Afterwards the receiver presented a petition to the Court to be allowed to compromise the suit for all the land, for the amount claimed to have been paid for a part of the land, such amount being far less than the value of the land. His attorneys recommended the compromise to the Court, one member of which was misled by the statements made; held that the attorneys were not guilty of any misconduct. Id. — Misconduct op Receiver — Rental op Property — The receiver came into possession of 30,000 sheep, of inferior quality. He, without public advertisement, rented these sheep to a surety upon his bond, a responsible person, for the general cash rental of 20 cents per head, the lessor not being bound to return the same or an equal number of sheep of the same quality, the testimony also showing that the rate of rental was all the way from 20 to 50 cents per head, but that the sheep industry was at the time depressed and cash rentals rare; held that there was no misconduct on the receiver’s part. Id. — Compromise por Property — The receiver found that large quantities of personal property had been conveyed by the church corporation by an assignment, adjudged to be fraudulent, to the various stake corporations and much of it by them converted. The receiver made some attempt to recover it in specie, but found it impossible to identify the greater part of the property. The property was set out in an inventory in the case, and there described as being worth 8268,000. The receiver compromised all claims against this property for $75,000 in cash, which was not reported to the Court. The compromise was known to the United States attorney,who was also the attorney for the receiver. Held that his action was entirely proper. Id. — Neglect op Duty — Not Taking Property — The receiver cannot be charged with having neglected to take possession of property alleged to belong to the defendant corporation, when it appears that he has brought three suits that were pending to test the question of his right to recover some of the property from third persons, holding the legal title, and he was waiting the issue of these suits as test questions, although it appears that by the agreement of the receiver and his attorneys, one of whom represents the government, the plaintiff, that a final decree had been entered adjudging certain property theretofore taken to be the property of the church and making no reservation as to "any other property. Id. — Misconduct—Excessive Compensation — An excessive claim made by a receiver for compensation, is not a fraudulent claim; quaere, is it “ unconscionable?” Id.— Misconduct — U. S. District Attorney — Although the law makes it the duty of the U. 8. district attorney to appear for the United States, there is no -incompatibility between such officer appearing and acting in the litigation for the plaintiff, the government, and at the same time for the receiver, nor between the U. S. attorney appearing for the government “ to a certain extent ” and at the same time appearing and acting for the receiver at an examination, to take testimony as to the compensation for the receiver and himself as attorney for the receiver, when his employment by' the receiver is authorized by the general law officers of the government. HENDERSON, J.:On the 27th day of November last, certain school trustees filed a petition in this Court, containing charges of misconduct on the part of the receiver and his attorneys, and praying that they might be made parties to the proceedings then pending in this Court to fix the compensation of said receiver and his attorneys, and that they might “be allowed to produce evidence to prove and substantiate the facts stated in said petition.” Upon a hearing had upon said petition, this Court determined that the interests of said trustees were too remote to allow them to intervene as parties, but that the said petition should stand as charges against the said receiver and his attorneys of official misconduct, and ordered that the same be referred to Robert Harkness as special examiner, to take the proofs offered in support of said charges. It is unnecessary to recount at this time the various proceedings had in this Court, and the efforts from time to time made to have said charges investigated, which finally resulted in the withdrawal of said trustees, and the ordering by this Court that said charges be’ investigated. The final order of reference was made January 21st last, and provided that said examiner should “ proceed to take testimony respecting any and all allegations of fraud, misconduct, fraudulent *45and unconscionable claims and charges for compensation, and unprofessional conduct on the part of Frank H. Dyer, as receiver in this case, and of George S. Peters and Parley L. Williams as bis attorneys, contained in said petition; that said Robert Harkness be clothed with all the powers and authority as examiner of this Court for such examination; that he be authorized to pass upon and determine all questions of the admissability of testimony, the same as if it were being tried before him, subject, however, to the right of either party to appeal to this Court by way of exceptions to his rulings thereon.” The order further provided that said examiner should make report to this Court with all convenient speed of all testimony taken before him, together with his opinion and conclusions thereon. The said petitioners having withdrawn from such investigation and tendered to this Court the testimony upon which such charges were made, attorneys were appointed by this Court to prosecute the said inquiry for and in behalf of the Court, and the receiver was directed to put in the possession of said examiner sufficient means to procure the attendance of all necessary witnesses. The examination upon this order.of reference has been had, and the examiner has filed his report, together with his findings and conclusions thereon. Certain exceptions having been taken by the attorneys appointed by this Court to the said report, and the conclusions of the examiner thereon, and the said exceptions, and the _ motion made by the attorneys for the said respondents, the receiver and his attorneys, to confirm the said report, have been heard and submitted to us for our determination. The report is accompanied by the testimony at length taken by the examiner, consisting- of 1,151 pages, accompanied by various documentary evidence.
The examiner in his report says: “ Undef these orders there has been a very full hearing, and I return herewith and as part of this report all the testimony and proceedings.” He has classified and given the substance of' the testimony upon each particular branch of the case according to his subdivisions, stating his conclusions upon eaeh} and at the end, as a general conclusion, he finds as follows: *46“I find that there was no fraud, corruption, misconduct or fraudulent and unconscionable claims or charges for compensation or unprofessional conduct on the part of the receiver or his attorneys in respect to any of the transactions set forth or contained in the said petition.” It will be seen that this order of reference settled no specific issues, but submitted the whole matter to the examiner, to investigate any and all charges of fraud, corruption, misconduct and fraudulent aDd unconscionable claims or professional misconduct on the part of the receiver and his attorneys.”
The examiner has treated this petition as making five distinct and specific charges against the respondent, viz.: First, that the said receiver and his attorneys had deceived and misled this Court, and thereby obtained an order authorizing them to compromise certain suits and claims of the receiver to certain pieces of real estate in Salt Lake City for the sum of $84,666.15, by representing to this Court that said sum was the full value of such real estate, when in truth and in fact it was of the value of $225,000; second, fraud and misconduct or gross negligence on the part of the receiver in renting to one "William L. Pickard 30,000 sheep at a grossly inadequate price; third, fraud and misconduct on the part of the receiver in making a compromise in which he received $75,000 from the defendant for personal property which he was entitled to take into his possession as receiver, and releasing all claim thereto, the said property being of the value of $250,000; fourth, fraud and misconduct on the part of the receiver in not taking into his possession large anjounts of property in the hands of the defendant corporation or its agents, which it was his duty to do; fifth, fraud and misconduct on the part of the receiver and his said attorneys in trying to obtain from said fund in the hands of the receiver exorbitant charges for their services as such.
The petition further states that the receiver has presented a claim for allowance to himself for his individual services as receiver of $25,000, and in addition each of his solicitors presented a claim for $10,000, said claims aggregating $52,865.23; that said claims for allowances were referred to the examiner in this case to take testimony- as *47to the amount to be allowed; that the United States Üttorney for Utah and the territorial commissioner of schools both appeared for the receiver in the taking of such testimony, and no one appeared for the United States, or for the said common schools; that on such examination the defendant corporation at first appeared by its solicitors, Messrs. Sheeks and Rawlins, and by them the first witnesses produced by the receiver were cross-examined; but afterwards, as petitioners are informed and believe, they were instructed by the - defendants not to cross-examine and not to contest .the claims of the receiver or of his solicitors, and thereupon they ceased to make any further contest, and the examination became and was wholly an ex parte examination by the receiver and his solicitors before the referee.
The petition then proceeds to allege that under the law George S. Peters, as United States district attorney, was bound to appear, by virtue of his office, for the United States in all suits to which the United States was a party; and that he was not entitled to have or receive any sum for any services he may have performed as solicitor for the receiver in this case, and that the claim of the said Williams, as solicitor for said receiver, for $10,000, was much too large.
The petition then proceeds, in so many words, to charge as follows: “Your petitioners further represent that the amount, $25,000, claimed by the said receiver for his individual services, is grossly exorbitant, excessive, and unconscionable; that the allowances to the receiver for his services must be only for those rendered by himself, and he cannot be allowed for services for which his agents and employes may be allowed and paid.”
The petition further states that the difference between the amount for which the 30,000 sheep, above mentioned, could have been rented and the amount for which they were rented is about $5,000, and that this amount should be deducted from said receiver’s compensation, if, in view of his breach of duty, he is entitled to any compensation; and if it be that he so rented said sheep in return for any *48benefit to himself, or the' hope thereof, then he ought not to receive any compensation, and said contract of renting • should be disapproved, and the receiver held for all loss to the fund in consequence of such wrongful renting.
The petition further states that “petitioners are informed and believe that the sum of $75,000, above mentioned, received from the said defendant in compromise for certain property above mentioned, was a grossly inadequate consideration, and the receiver should be held to account to the fund for.the difference between $75,000 and a fair consideration for said property; and such difference, your petitioners believe, is not less than $175,000; or that said transaction should be disapproved by the-Court, and the receiver held to a strict accountability for all loss in consequence of his wrongful action; and, further, that the receiver should be held accountable for the loss to the fund, and to the common schools, caused by the compromise upon the real estate above mentioned; and this loss, your petitioners charge, on information and belief, is not less than $135,000; and that, further, if said receiver be allowed any compensation at this time, it should not in any view exceed $5,000.”
The petition then proceeds to charge that, inasmuch as no one has appeared on behalf of the common schools, the fuud is likely to be greatly diminished by said claims made against it, and that the appearance of some one for the common schools is rendered absolutely necessary to the ends of justice; and the facts that the commissioner of common schools of this Territory is employed by said receiver against the interests of said schools, and that the United States' attorney for this Territory is also employed against the common schools, and that the receiver himself is an officer of the United States, and that they are claiming that by a compromise the said schools have already been deprived of a large portion of the proceeds of said lands, and that these proceeds have become the property of the United States — furnish additional reasons for permitting the trustees of district schools, to appear in this proceeding. Wherefore the petitioners pray as follows: “That they may be made parties to such proceedings, or *49tbat they may be allowed by tbeir solicitor or otherwise, in order to defend and protect the interests of the common schools they represent, and preserve só much of the funds as may belong to said schools, and that such other trustees of district schools as may wish to come in may also be made parties, or allowed to appear, and that your petitioners may be allowed to produce evidence to prove and substantiate the facts stated in this petition, and that petitioners may have such other and further relief as to equity belongs, and as to this Court may appear to be equitable. Signed and sworn to by T. C. Bailey, Chairman Board of Trustees, 7th School district. Rudolph Alff, Chairman Board of Trustees, 8th School district. J. E. Millspaugh, Secretary Board of Trustees, 12th School district.”
Upon the application of the solicitors of said petitioners to be allowed to file said petition in said above entitled cause, to become parties thereto, this Court filed an opinion, written by Henderson, J., in substance as follows: “This is an application of certain school trustees to be allowed to intervene as parties to the case. "We are of opinion that petitioners do not show by their petition any right to intervene as parties. There is nothing to show that the Government is not disposed to look after the interests of the fund, and the interests of petitioners as school trustees are too remote to be recognized by an order allowing them to intervene. But the petition which has been read contains charges of a grave and serious nature against the receiver and his attorneys, Messrs. George S. Peters and Parley L. WTilliams. The charge has been directly made that the receiver has acted corruptly, and in criminal collusion with the defendants, and that this Court has been imposed upon by the representations of the receiver and his said attorneys, and a fraud thereby accomplished. If this be true, a crime has been committed, and this Court cannot and will not pass it by without attention, as the action of these officers, charged with a delicate and difficult duty, should be met by responsible accusers, and have the opportunity to confront them. Either the receiver and his attorneys have been guilty of a *50crime, or some person or persons are interested in falsely accusing them. Tbis petition, upon being verified and indorsed by some person responsible for the 'costs wbicb may be incurred, should be received and filed as charges against the receiver and said attorneys, and they should each be required to file their respective answers thereto, so far as the charges of corruption, fraud, and unprofessional conduct are charged against them, respectively, and upon the filing of their answers it should stand referred to an examiner, to take such testimony as is offered, both to sustain and disprove the charges contained in the petition and report the same to this Court on or before the next regular term of this Court. If the charges of corruption and improper conduct are sustained, and the fund in controversy in this case thereby preserved and protected, provisions can hereafter be made for the payment of the expenses incurred; but in the meantime we shall postpone the-question of compensation to the receiver and attorneys until the bringing in of the report.
We shall consider the matter in the same order in which the examiner has treated it. And the first in order is the one relating to the charge of misleading the court upon the matter of the compromise of the claim of the receiver to the real estate. The charge in the petition relating to this matter is as follows: ‘Your petitioners represent further unto your honors that the late corporation, the Church of Jesus Christ of Latter-Day Saints, after the 1st day of July, 1862,. obtained and held in violation of said section 8, and not for purposes of worship of God, or for parsonages or burial grounds, other real estate, to-wit: parts of lots 2 and 7, block 88, plat A, Salt Lake City survey; also all of lot 8, block 76, plat A, Salt Lake City survey; also that portion of lot 5, in block 75, plat A, Salt Lake City survey, commencing at the northwest corner of said lot 5, and running thence south 105 feet one and one-half inches; thence east 324 feet; thence north 105 feet one and one-half inches; thence west 324 feet, to the place of beginning — all of said lands being situated in Salt Lake County, Utah Territory. That on March 23, 1888, April 4, 1888, and May 14, 1888, the said receiver instituted ac*51tions in this Third Judicial District Court of Utah Territory against various defendants, and in the complaints in said suits, among other things, alleged that said last above-described tracts of land were obtained and held by said late 'corporation in violation of said section 3 of the act of July 1, 1862, and not for the purpose of the worship of ■God, or of parsonages or burial grounds; and that the •claims of the various defendants in said suits were invalid; ■and prayed that the deeds of said various defendants be held to be colorable, and the cloud upon the title created by said deeds be removed, and that the possession of said lands be adjudged to the said receiver for the uses and purposes mentioned in the said section 13 of the act of March. 3,1887. That afterwards, on or about the 9th day of July.. 1888, the said receiver and the said defendants to the suits; above named compromised said suits, and in lieu of said: tracts of land described in said complaints, except a portion of lot 8, in block 76, the said receiver took the sum of 884,666.15, ox a note therefor, to stand in the place thereof, and to be treated and applied as the land should have been treated and applied. That the said solicitors of the said corporation were ‘the attorneys of said defendants, except one, in said compromises, and thereby admitted that the land had been obtained by the late corporation, and was then held by the defendants for the late corporation, in violation of said acts of Congress, and that the plaintiff was entitled to recover if said acts were valid, and in effect admitted that the. money received should be substituted for said lands, and should be applied for the benefit of said common schools. That the order of the court authorizing the said receiver to compromise said suits was made by the court, as your petitioners are informed and believe, solely upon the recommendations of the receiver and his solicitors, who stated to the court that the estimates in the petition for authority to compromise were the actual and reasonable values of said tracts under the circumstances, and that said compromises were fair and reasonable. Your petitioners aver, however, that said tracts of land were worth 8225,000, and that $84,666.15 was a grossly inadequate valuation of said property; that no evidence was *52heard by the court in regard to said compromises, and your petitioners believe that the court was misled by the said representations and recommendations of the receiver and bis solicitors, and that said receiver should be held accountable for the loss to the fund and to the common schools caused by the compromise upon the real estate above mentioned, and this loss your petitioners charge on information and belief to be not less than $135,000.’
After reviewing the testimony upon this subject, the examiner reports as follows: ‘In making the compromise and presenting it to the court, and in the proceedings in court, the receiver and his attorneys acted in entire good faith, and without any intent to mislead the court, or to conceal or misrepresent any of the facts. The receiver acted mainly upon the advice of his counsel, and they believed and still believe, the compromise was fair and advantageous to the receiver, and the means and methods of carrying it out by proceedings in court were devised and conducted solely by the counsel of the parties. The compromise was ratified by the court. The government was notified, through its law officers, of the compromise, and has made no objection, but through its said officers has expressed approval of it.’
The testimony shows that some time after the appointment of the receiver, and while some proceedings were pending before an examiner, in the testimony there given, the attorneys for the receiver learned facts from which they had a suspicion that the real estimate mentioned was held by the apparent owners thereof' in trust for the church. Acting upon this suspicion, they at once instituted suits for its recovery, alleging that the property was held in secret trust for and belonged to the church. This was done at that time to prevent by notice Us pendens the further complication of the title to said lands. They there.after instituted an investigation of the title, and it was found that some of the property had been held by the trustees of the church by deeds which expressly recognized the trust to a certain date, which was long prior to the passage of the act of 1887, and before the appointment of the receiver. The records then showed that it had been con*53veyed away to individuals. Other portions of the land had been held by conveyances from the time of its location and patent by the government by deeds expressing no trust whatever. The examiner has returned in detail a statement of the record title to each and every piece of this real estate. After these suits were instituted it was claimed by the defendants that, as to some of the pieces of real estate, they had never belonged to the church at all; as to others, it was claimed that at some time in the past they had been the property of the church, but that before the passage of the act of 1887 they had been sold, and that the present owners were purchasers and holders thereof in good faith. It further appears that, upon investigation, the attorneys for the receiver had become satisfied that, as to some of this property, the claims set up by the defendant were true; as to others, they had a-suspicion yet that possibly the property was held in secret trust. Other attorneys were employed at this time by the receiver, upon the recommendation of Peters and Williams, who were regularly retained as his attorneys, and Messrs. Marshall & Hoyle were retained to assist in the prosecution of these two cases. While these cases were pending, and in this condition, the attorneys for the church claimed that so far as it was claimed in said suits by the defendants therein that the church had held the property, and that it had been conveyed and sold and was then held in good faith by honest and bona fide purchasers, that this claim was true and admitted, and claimed that the church 'had received this compensation at the time of those several sales, which was just prior to the passage of the act of 1887; that the purchase price which it was claimed the church had received was a reasonably fair valuation at that time; and thereupon the attorneys for the church offered, in case said suits were dismissed, that they would turn over to the receiver the full amount of what they had received; that, after considerable consultation among the attorneys for the receiver and a full investigation, it was thought that it was reasonable and right that they should receive that amount and dismiss said causes; that it was for the interest of the Government and the fund in hands of the receiver to make *54such compromises. Thereupon a petition was prepared for the purpose of coming to this court, and asking for its advice and direction. This petition recites the commencement of all the cases for the recovery of the real estate. It sets forth in detail the subject of each suit; for what property it was brought; what claim the defendants therein made to it; the particular consideration which it was claimed by the defendants in those cases that they had paid the church for it; and the petition further alleged: ‘Your petitioners further represent that, in consideration, of the said litigation and of the claims of the said parties, respectively, with reference to the said transfers and ownership of all of said property, and for the purpose of adjusting and settling the said suits involving the said property which the said defendants in said original suit of the United States of America against the said late corporation of the Church of Jesus Christ of Latter-Day Saints and others have proposed and offered your petitioners by way of compromise and settlement of said suits, and securing the dismissal of the same, to pay your petitioner the following- sums of money: First, Five thousand five hundred dollars, the alleged consideration received by the said church from the said Angus M. Cannon for the land and premises involved in said suit against him; second, The sum of $36,241.15, the amount received by the said church from the sales of those portions of the said lot 8, in block 76, sold and transferred on or about the 2d day of March, 1887; it ’being agreed, however, by the said defendants that this settlement, if approved by the court, shall not include the claim of the petitioner to the northeast corner of said lot 8; third, The sum of $42, 925, so received by said late church corporation for the portion of said lot 5, block 75, in plat A, and hereinbefore described. And your petitioner further represents that in his opinion, and as he is advised by his counsel herein, it would be for the best interests of all of the said parties to said original action of the United States against the said late corporation and others to make the said adjustment in said litigation.’ Nothing was said in the petition whatever, as to the value of this real estate, but the petition on the other hand, plainly *55shows on its face that it was the intention of the receiver and his attorneys to .ask the authority of the court to settle those cases upon the basis of what it was claimed the church had received upon a sale thereof.
Upon the presentation of the petition, it being signed by the receiver as petitioner, and indorsed by P. L. Williams, George S. Peters, and Marshall & Hoyle as his attorneys, and on the oral statement being made in court that it was thought by the attorneys that it was best to make this compromise, the Court at once entered an order authorizing it to be made. So far as this charge is concerned against the receiver, it is only necessary to say that the testimony clearly shows that the suits were commenced upon facts that were unascertained by the attorneys themselves, and of which the receiver had but little personal knowledge; that he acted wholly under their advice, and followed implicitly their directions, and this is the only charge that can be made against him. The character of the attorneys employed by the receiver was such that, when this petition was presented to the Court, this Court readily, and without the slightest hesitation, acted upon their advice. It is shown that the receiver did no more than that himself, and it would be useless to think of charging the receiver with wrong-doing in so acting upon the advice and direction of counsel which this Court as readily accepted. The charge could as well be made against the Court.
It remains to be considered, however, as to whether the charge has any merits as against tie attorneys. The testimony clearly shows that as for that portion of the. real estate which it was th® expectation or hope of the attorneys for the receiver that they might recover, it was a fair and proximate valuation of that real estate on the second day of March, 1887. The examiner in his report has summed up in a very exhaustive and thorough manner the testimony relating to each particular tract of this land, and has divided it into classes, according to the expectation and chances of recovery; and, in concluding, he says: ‘ The amount accepted was the sum that was represented to have been paid for the lands on the last conveyance, *56and approximated tbe full value of all tbe pieces expected to be recovered March 2, 1887.’ All of tbe attorneys wbo acted for tbe receiver in tbis matter gave testimony upon tbe stand, and now say tbat tbe compromise was fair, and tbat tbey now advise tbat it was tbe best tbat could be done. Tbe only circumstance wbicb tends to throw any suspicion upon tbe transaction upon its face is tbe fact tbat suits were commenced for an amount of real estate largely in excess of wbat was received, but, when it is shown tbat much of tbis property was so situated tbat in all probability it could not be recovered (some of it, as tbe examiner finds, tbe attorneys for tbe receiver before tbe compromise bad determined to dismiss from tbe suits), tbis circumstance is explained. It must be remembered that tbe lands wbicb were being recovered were in the bands of people wbo, to say tbe least, were unfriendly to these proceedings. Tbe counsel for tbe receiver bad got to find the testimony upon wbicb tbe conveyances would be set aside from these people. The facts were known to them, and only to them; and, if it be true tbat tbe church bad conveyed tbis property away before tbe passage of tbe act of 1887, and tbe receiver obtained from them all tbat tbey received for it, and tbe' church was actually divested of it, it was all tbat could be required. We think tbat tbe testimony abundantly sustained the examiner in bis conclusion upon tbis subject. We believe tbat tbe counsel for tbe receiver acted in the interest of the fund in making tbe compromise.
But it is insisted by counsel tbat tbe court was actually misled,‘and tbat, whether the compromise was fair or not, tbe attorneys are still guilty of misconduct. Tbe compromise was made and was authorized by tbe Court upon tbe allegations in the petition asking for authority to make it. It is said tbat there were some statements made to tbe Court at tbe time the order was entered relative to the value of tbe property, but tbe petition on its face fairly shows tbat wbat tbe receiver was asking was wbat it was claimed the church bad received upon a sale prior to March, 1887, and tbat it was only claimed tbat tbey bad' received compensation for a part of tbe land, while tbe *57petition asks for authority to release the claim of the-receiver to all the land involved in the suits, and the basis of the compromise was not the value of the land at the time the compromise was entered into. The petition shows upon its face that the receiver was asking for authority to discontinue all the cases, and relinquish all claim to the whole of it, but that he was receiving money on account of only part of it; and it showed just what property the money was to be received upon, and just what the basis of the payments were to be, viz., the amount the church had received upon a sale of that property.
The second charge is that of misconduct of the receiver in renting the sheep to W. L. Pickard at a grossly inadequate price. The allegation in the petition respecting this matter is as follows: ‘That since the appointment of said receiver he has obtained possession of 30,000 sheep, the property of the defendant corporation, and after receiving the same he rented them without any authority from this Court, and without public notice, to one W. L. Pickard, a surety upon said receiver’s bond, at the rate of 20 cents per head per annum, when the customary price was from 40 to 50 cents per head, and that in said renting of said sheep the fund sustained a loss of about 85,000; that, furthermore, the difference between the amount for which 30,000 sheep above mentioned could have been rented and the amount for which they were rented is about $5,000, as your petitioners are informed and believe, and that this amount should be deducted from said receiver’s compensation if, in view of his breaches of duty, he is deemed entitled to any compensation; and if it be that he so rented said sheep in return for any benefit to himself, or in the hope thereof, then he ought not to receive any compensation, and said contract of renting should be disapproved, and the receiver held for losses to the fund in consequence of such wrongful renting.’
The examiner upon this subject finds: ‘The proof shows the letter to Pickard was in entire good faith, and in the belief that he was doing the best he could do, and he understood Pickard to be amply responsible finan*58cially. Considering the rule that a receiver is to provide for absolute safety, so far as he can, rather than to make profits; that he is debarred from ordinary business risks not forced upon him; and the circumstances that surrounded him at the time — the transaction does not afford any evidence of bad faith or dishonest intent.’
The testimony upon this subject is very voluminous, and is quite conflicting, but it fairly tends to show that the sheep that were received by the receiver were much below the average of sheep in this Territory. They were culled from many flocks. They were the result of the tithings collected by the church, and, as many witnesses testified, it was not customary for persons paying tithing to pick out and pay the best of their flocks, but, on the other hand, rather the poorer. These sheep were in the hands of many persons, scattered all over the Territory, and the receiver in getting them received an order from the church upon the various persons who held them; and when he presented himself for the purpose of receiving the sheep, and sheep were pointed out as being the church sheep, and turned •over to him, he had no way of disputing the claims made by the persons having them in charge. It is not to be supposed that under such circumstances persons who were turning out sheep to the receiver would be careful to turn ■out the best of their flocks. After gathering these sheep, the question of their renting had to be considered by him. The ordinary custom in the country was to rent the sheep for a longer period than one year. This the receiver did not feel authorized to do. The custom also was to rent the • ■sheep, the rent to be paid in kind — that is, a percentage of increase — and so many pounds of wool per head, and the rental which the owner would realize always depended upon the value of sheep and wool in the future. The testimony tended to show that in years past, at the rate that sheep could thus be rented, owners would get all the way from 25 to 50 cents per head, but it was plainly shown by the evidence that the industry was depressed in the sum- ■ mer and fall of 1888. Rentals for cash were rare. Some few small flocks were rented by the receiver after the old •custom of so many pounds of wool and a certain number *59■of lambs for increase, but, after making these contracts, 'tbe receiver sought to dispose of tbe entire flock for a cask • rental, and to some responsible party. It must be remembered, as stated by tbe examiner, tbat a receiver is but a stakeholder; that it is not his duty to assume ordinary business risks. Absolute safety is to be aimed at, and not ■only that, but the property should be sought to be put in •such a shape as to lessen the expense of care and oversight. If the receiver could make a rental of these sheep to one individual, with whom he was well acquainted, and whom he knew to be prompt, honest and responsible, and that there would be no doubt about realizing upon his contract, and that it would nob require looking after, it would be much better than to undertake to rent these sheep in small flocks and herds all over the Territory, where it would require constant care and watching to look after the, responsibility of those to whose custody they were committed, and at the end of the lease to be present by himself or his agents to receive the property back again. With this view it is shown that he made application to Mr. Pickard, who was known to be in the business, and responsible. Mr. Pickard made the offer of 18 cents per head, the receiver •offering to rent them at 25. The entire flock contained no bucks. As before stated, they were of an inferior quality. They were to be rented but for a single year. They were to be rented upon terms that would require the person renting them to return in kind as good sheep at the expiration of the lease, and that he sko-uld pay a cash rental per head. The lease was finally made out at 20 cents. A great number of practical sheep men testify before the examiner that this was a fair rental, considering all the circumstances, many witnesses placing it from 20 to 30 cents per head; and many witnesses testify that, if the rent had been made to be' received in wool and increase, it would have amounted to much more. But in view of all the circumstances, and of the duties of a receiver who is merely holding the property to await the final result of the litigation, we think that the contract made with Pickard , was a fair one, and there is no testimony whatever in the record which even tends to show that there was any *60fraud, or that tbe receiver was to receive any consideration other than what is expressed in his contract, and that no-favor was extended to Pickard on account of friendship, or his relation to the receiver in any manner. It is claimed that the receiver has been guilty of gross negligence in the matter, because, it is said, by the strict terms of the contract, it does not require Mr. Pickard to return absolutely the full number of sheep received by him. It is unnecessary to consider this, because, in view of this criticism, an affidavit' has been filed in the case made by Mr. Pickard in which he states that those were the terms of the contract as it was entered into, and, if there was any error in reducing it to writing, it is a mere error, and nothing else; and,, if necessary, upon the admissions made by Mr. Pickard in the affidavit above referred to, a court of equity would be fully authorized to make the correction. The examiner finds, and the testimony supports the finding, that these sheep were worth not to exceed $1.50 a head. The rate at which they were rented by the receiver yields between IS and 14 per cent, per annum upon this valuation.
The third charge is that the receiver was guilty of fraud and misconduct - in compromising for $75,000, $250,000 worth of property. The charge, as' contained in the petition, is as follows: 'Tour petitioner further represent that the said receiver now has in his possession the sum of $75,000, received in compromise for cattle and other property; that said property, as your petitioners are informed and believe, was worth at the time $250,000; that it was estimated by the,parties to this suit in a stipulation of facts made October 19, 1887, to be worth the sum of $268,982.15; and that this transaction between the receiver and the defendant corporation was made without authority from this Court; and your petitioners are further informed and believe that the sum of $75,000, above mentioned, and received from the said defendant in compromise for certain property above mentioned, was a grossly inadequate consideration, and the receiver should be held to account to the fund for the difference between $75,000 and a fair consideration for said property, and such difference your petitioners believe is not less than *61$175,000; or that such transaction should be disapproved by the Court, and tbe receiver beld to a strict accountability for all loss in consequence of bis wrongful action.’ We have examined the testimony upon this subject, and the statement contained in the examiner’s report as to what it establishes. We fully concur with him in his determination upon this point. We can do no better in stating the substance of the testimony upon this point than to adopt what he has said, which is as follows: ‘ On the motion for the appointment of a receiver it appeared that seventeen or more stake incorporations had been organized in Utah prior to March 3, 1887, and that on February 28, 1887, the church had assigned to these local corporations personal property to the amount of about $269,000, and the gross value of the' property assigned to each stake was set forth, but there was no inventory or disclosures to show of what the property consisted. In April, 1888, in proceedings in the main cause, these inventories were disclosed, and it appeared that they were taken shortly before February 28, 1887, for the purpose of the transfers. The property consisted of hay, grain, merchandise, tithing-house supplies, office furniture and fixtures, and a great variety of property in the various stakes; including $65,736 in cattle, $19,869 in horses, and $14,514 in sheep. In some stakes the property was in more than one place, and in as many places as there was tithing-houses. At these places fithing was continually received and dealt out, and the kind and amounts received, and the proportion between receipts and disposals varied with the season of the year and the nature of the property; but receipts were larger in the fall and winter, and the stock on hand increased during the summer. In places where temple building was in progress, these supplies were used as far as available for such purposes, and when the property received was in excess of local demand it was sent to market. After March 3, 1887, the tithing system was continued in the usual way, and every town had its local corporation. Tithing was received, intermingled with old stock, and sales were made from the stores. Perishable property was speedily *62disposed of; and snob products as were usually sold or consumed annually were disposed of during tbe year. Considerable of tbis property was disposed of before tbe appointment of a receiver, but even its approximate proportion and value cannot be stated. In a general way, it appears that not over a quarter in value was on band in May, 1888, and it is stated tbe value of property on band would not, on July 9, 1888, exceed $50,000. Tbe general course of tbe business would require tbe disposition of tbe personal property mentioned — supplies and property of annual products. Tbe only inference that appears from tbe whole testimony is that mucb, if not all tbe cattle, sbeep, and borses in these inventories were on hand for supplies, or working at tbe various places, and not as herds, though tbis is not shown by any direct evidence. After tbe receiver got tbe inventories, be, with one of bis attorneys and an assistant, went to two or three of the places, and demanded property. Except some office furniture, not valued, be could not identify any of the property. An agent was sent to two or three other stakes, with like results. Tbe evidence satisfies me that efforts to reclaim tbe property in specie at any time after tbe appointment of tbe receiver would have been attended with mucb cost and doubtful results. Tbe receiver’s attorneys examined tbe stake incorporations’ papers, and concluded tbe incorporations were illegal, and would not be recognized as capable of bolding property by tbe courts, and they also considered that there was a cause of action against any party who converted tbe property after March 3, 1887, but in most instances they failed to find parties liable and financially responsible. In Salt Lake county, after some doubts as to tbe methods of procedure, tbe government obtained a writ of assistance in tbe main action, and recovered some property, and tbis method of procedure was sustained by tbe Supreme Court by a majority opinion. Tbe difficulty of finding property in other stakes prevented tbe further use of tbis ‘remedy. Tbe receiver, by tbe advice of bis counsel, compromised tbe claims to tbis property for tbe sum of $75,000, payable in cattle at tbe inventoried price in tbe transfer to tbe *63stakes, and, in case the church did not turn out sufficient cattle, the deficiency was to be paid in cash. The church collected about 2,000 head, of which 1,000 or 1,100 were collected near the Pipe Spring ranch, in northern Arizona, and the remainder near Oxford, Idaho, from the Star Yalley ranch. The receiver ascertained the herd in Arizona had been culled, and that the cattle offered were worth only about 813 per head, and he refused to receive them, and the 875,000 was paid in cash. His agent did not, so far as the testimony shows, see the cattle in Idaho. The receiver in his report shows that he had the 875,000 on hand as cash, but no special report was made showing the compromise, or the sources from which the money was received. It was, however, a matter of. general knowledge, and there was no effort or intent to conceal the facts. The law officers of the United States were informed of the facts, made no objection, and- approved the compromise. The receiver in this case acted with the advice of his counsel, and they believed and now believe, it was an advantageous compromise. It was made in good faith by all the parties. It may be further said that the testimony shows that the attorneys for the government in the main case were fully aware of this compromise before it was made. The stipulation referred to in the petition, in which it is claimed that it was stipulated that the property in the hands of the church was worth 8268,000, was one that was used upon motion for the appointment of a receiver. Upon that hearing it'was sought by the government to show that there WRS some property in existence which it was claimed that a receiver would have the right to take into his possession. As a basis for argument that a receiver should be appointed, it was thenr stipulated that, for the purpose of the motion, but for no other purpose in the case, it should be stipulated and agreed that this property, which was transferred by the church to the various stake incorporations at the time of such transfer, was of the value stated. The various schedules of the property finally came into the hands of the receiver as stated by the examiner in April, 1888, and from these schedules, which are before me, it would be im*64possible for any person to identify the property. It was scattered all over the Territory. It consisted of all kinds of property, from household furniture to stock. It is ■ apparent that if the receiver had tried to recover this property it would have resulted in vast expense, and that if he had succeeded, which, it must be admitted was, in a great proportion, at least, impossible, it would have been in his hands but of little value as compared to the inventoried price.
As to the charge that the receiver has failed to take possession of the property which belonged to the late corporation, the petition contains the following: ‘Your petitioners further represent that they are informed and believe that there is property to a large amount, of which said receiver has not taken possession, that was owned by said defendant corporation and was in possession of its agents or of others for said corporation after said receiver •qualified; and that he could have taken or obtained possession of said property by the use of reasonable diligence as receiver, and that his failure to do so was from want of attention to his duties as receiver or from willful negligence, or through combination with the agents of the late corporation.’' At the close of a review of the testimony bearing upon this subject, the examiner concludes as follows: ‘It is impossible to summarize all the details, but, taking all the testimony and circumstances, the extent of territory, the variety and magnitude of church affairs, the devices to conceal its effects, the length of time it had to prepare for the law and suits under it, the testimony shows no intentional omission of the receiver to take possession of the property, or that he acted otherwise than in good faith.’ The testimony upon this subject shows that there is considerable real estate — some at Logan, some at Ogden, and some in other portions of the Territory — which belonged to the church previous to March 3, 1887, and was conveyed by the church, just prior to that time to the local stake organizations, and that these organizations now hold the s.ame, using it for church purposes, and claiming to own it. This was known to the ■receiver and his attorneys, and they claimed that it *65should pass to the receiver, and demand was made accordingly for it; but no other steps were taken to reduce it to possession than to commence three actions in the First District Court at Ogden for the recovery of a portion thereof. These suits are still pending, and were brought, as the attorneys for the receiver testify, for the purpose of testing the question as to whether they could recover for such property, and that they delayed bringing suit for the other property to await the determination of these cases, and that it is their intention to press these cases to judgment as test cases; that the reason they had not commenced other suits is that the real estate could not be disposed of so but that it could be reached by such suits. As to personal property, the only testimony tending to show that the receiver has failed to take possession of personal property is that cattle and horses were known to be running at large on the range in the vicinity of what had been church ranches, with the church brand upon them, and reputed to be church property; but this fact is explained when it is remembered that a large amount of horses and cattle was gathered together for the purpose of delivery to the receiver under the conditions of his compromise, and that he refused to receive it, receiving its equivalent in money. There is no testimony to show that the property is other than such as was thus compromised. Some of the exceptions taken to this part of the report are based upon the idea that the receiver is concluded by the final decree in the case from further pursuing any property that was not in his hands at the time the decree was entered. The testimony shows conclusively that this was not the understanding of the receiver or his attorneys, but it is unnecessary for us to determine what the effect of' the final decree in this respect is, because the receiver had nothing to do with that part of the case. If it should be admitted that such a decree has been entered in this case, .it cannot be charged to the receiver. We think the testimony fully warranted the finding upon this subject.
As to the charge that the receiver was seeking to obtain' a fraudulent or unconscionable compensation out of the-fund in his hands, tlie petition, in effect, charges that a. *66reference bad been made by tbis court to an examiner to take testimony, and report it to tbis court, as to tbe amount of compensation to be paid to tbe receiver and bis attorneys for tb'eir services; that upon tbe bearing before tbis examiner tbe receiver bad made claim for $25,000; that P. li. Williams, one of tbe attorneys, was tbe commissioner of schools for tbis territory, and-was acting as attorney for tbe receiver, and against tbe interest of tbe school fund; that Mr. Peters was the United States district attorney for tbis territory, and that be was acting in bis own interest and in tbe interest of tbe receiver upon such examination, and against tbe interest of tbe school fund; that tbe defendants in tbe main suit bad been induced to withdraw all objection to tbe allowance of tbe claim of tbe receiver; that tbe examination, therefore, became ex parte; and, further, that tbe amount of tbe compensation “claimed by tbe receiver is grossly exorbitant, excessive, and unconscionable.” Tbe report of tbe proceedings and testimony-before tbe examiner, which is before us, shows that there was much contention between tbe parties as to tbe scope and meaning of tbe order of reference upon tbe matter, and of the charge in tbe petition. Tbe examiner was right in holding and construing our reference to him upon tbis subject to be an examination into the action of tbe receiver in tbe sense of wrong-doing.
It is claimed by the attorneys prosecuting tbe examination, first, that tbe testimony shows that tbe receiver, in bis testimony before Examiner Sprague, in many cases magnified bis services as receiver, and stated them unfairly, intending to deceive and mislead tbe examiner and tbe court, and that other witnesses called for tbe receiver were asked to estimate, and did estimate, tbe value of bis services upon tbe theory that bis testimony was true, and that by that means tbe examiner was influenced and induced to report bis findings that from tbe evidence tbe receiver should be paid $25,000 for bis services. If tbis were true, it would amount to a fraudulent and unconscionable claim for compensation. It would be seeking to defraud tbe fund, and using bis office for tbe purpose of .accomplishing it. It was claimed, further, that, upon tbis *67■examination, it was proper for tbe examiner to consider wbat would be a reasonable compensation; and that, if tbe receiver had made a claim or stated before tbe commissioner that be believed bis services were worth a certain amount, and that proved to be 'largely in excess of wbat tbe commissioner thought be should have, that would amount to a fraudulent and unconscionable claim for compensation. It was not tbe intention by this reference to submit any such question to tbe examiner, and, as stated by him, in reply to this claim, tbe question bad been expressly referred to an examiner before that time. His report was then on file, and it bad- not been beard by tbe court, and it was not intended to re-refer the subject to amother examiner. An excessive charge is not necessarily a fraudulent charge. Tbe amount which should be paid for services depends upon tbe view tbe person estimating-takes of tbe basis upon which it should be assessed. If, in this case, tbe compensation of tbe receiver and bis attorneys was to be assessed wholly and entirely from the stand-point of tbe Government, and it was to be considered that tbe Government bad acquired by these proceedings a vast amount of property for which it bad given no equivalent, and that tbe sum thus acquired was largely due to tbe activity and energy of tbe receiver, and tbe fees and expenses were based upon tbe idea of tbe acquisition of this property, then it might be estimated in one way. Tbe ■ idea of ■ liberality on tbe part of tbe party acquiring tbe property might be considered. If, on tbe other band, it is to be considered from tbe stand-point of - perfect impartiality between all tbe parties, and in view of tbe fact that tbe law under which these proceedings are bad is part of a •system by which tbe Government is taking property which has been accumulated by a corporation in violation of law, .and simply divert it into other channels, in which it is ■supposed that tbe parties from whom tbe property is taken will yet receive benefit from it, simply turning tbe property into other channels, and for the purpose of effectuating and carrying out a Governmental policy on account of tbe peculiar local conditions in this territory, under conditions that are exceptional, and that all laws which bear *68upon this subject should be carefully executed, and in such a way as not to carry with it the slightest imputation or even appearance of peculation or the suggestion of gain on the part of parties who accept responsible positions and places of trust under it, then a person estimating the services might estimate differently; and, in any event, it is not a mere question of the opinion of persons as to the amount of compensation, and nobody could be charged with fraud for having an excessive and extravagant opinion on that subject. The subject we intended to refer was as to whether the receiver and his attorneys had been guilty of official misconduct; whether they had been using their positions in the case — their relations to it as officers of the court — to defraud the fund. The testimony shows that previous to the presentation of this petition an order had been made by this court referring the subject of compensation to E. T. Sprague, as examiner of the court, to take testimony upon that subject, and report it; that Mr. Dyer appeared before that examiner, and testified as to the services performed by him; and he was asked the question as to what he considered his services were worth, and he answered that he considered them worth at least $25,000. This is the only claim that he has made. He produced other witnesses upon the stand of known respectability and high business standing, and his testimony as to the work he had done was stated to these witnesses as an hypothesis upon which they were asked to give their opinion as to the value of the services, and they gave their opinion as to what the services were worth; placing it, variously, from $20,000 to $35,000 or $40,000. Mr. Williams appeared upon the examination in the interest of both himself and Mr. Dyer. Mr. Peters had previously withdrawn from the service of the receiver, and appeared in the interest of the Goverhment, but it is in evidence that he had notified the department of justice that this examination was pending, and of the time when it would take place, and of the fact that he himself had a charge which was then being examined; that he had before this time been acting for the receiver, and that, on account of this delicate situation, he did not wish to appear actively upon that examination, in the in*69terest of tbe Government; and, wben tbe examination was closed, be reserved tbe right to tbe officers of tbe Government to take further testimony, if they should desire to do so. It appears that tbe receiver, prior to tbis examination, bad made application to tbe attorneys for the defendants in tbe main suit to know wbat they considered bis services worth, and that they had said that they would not contest an allowance to him of $25,000. Tbis was upon tbe theory, as stated by them in their testimony, that they bad no interest in that matter, because if they lost in tbe ’ litigation they could bave no interest, and if they succeeded tbe government would make good to them any loss to tbe fund; that tbe receiver then presented tbis consent and certain affidavits and letters from business men'to tbe attorney general at "Washington; that tbe attorney general refused to make any arrangement about tbe. amount of fees, and that tbe matter was referred, back to tbe Court. It must be remembered tbe receiver was acting as tbe officer of tbis Court, and under its appointment; that be did not stand to tbe Court in the attitude that be would to a private person; that be owed to tbe Court absolute good faith-in disclosing wbat be bad done, and all tbe facts bearing upon it, but an over estimate of tbe amount that he was entitled to was something that would not in any way bind tbe Court; that tbis Court bad the right absolutely to fix bis compensation, from which there could be no appeal; so that there was no danger that tbe authority with whom be was dealing could be overreached or in any manner overcome by threatened litigation. Tbe examiner has found that there was no fraudulent claim for compensation made. He finds that tbe facts stated by tbe receiver as to bis services before Examiner Sprague were substantially correct, and be has not found, but expressly refuses to find or enter into tbe subject of, wbat a fair and reasonable compensation is; and in tbis be was correct, because it is not a matter that was submitted to him.
In addition to these charges which bave been specifically set forth and considered, tbe petition, at least by inference, charges that Mr. Williams, being commissioner of schools for tbis territory, was engaged as attorney for tbe receiver *70against the interests of tbe schools; that Mr. Peters, being United States district attorney for this territory, in acting as attorney for the receiver was guilty of acting against the interests of his clients, and that he had no right to enter upon such duties, and no right to any compensation whatever; and that, the receiver being United States marshal _ of the territory, there was at least connivance between them to uphold and advance the interests of each other as against the fund. The testimony shows that in employing Mr. Williams the receiver did not have in mind at all the fact that he was commissioner of schools, but that he employed him solely -on account of his high professional standing and good character as a citizen. It further shows that Mr. Peters had assisted the attorney general in the presentation of the main case, and appeared before this court for the government, and argued ' in its behalf the motion for the appointment of a receiver. After the receiver was appointed Mr. Dyer applied to him to enter into his employ as counsel; for the reason that, having been employed in the main case, he had become familiar with the object and intent of the law, and to some extent of the duties that would devolve upon a receiver, but that Mr. Peters refused to enter upon such employment without the consent of the attorney general. It further shows that Mr. Dyer made application to the attorney general of the United States for permission to employ Mr. Peters, and that that permission was given, and that thereupon Mr. Peters accepted the employment; that, after the final decree had been entered in this case, Mr. Peters withdrew from that employment; that he kept the government fully advised of the fact of such employment, and of the action taken by him in relation to it. We think the conduct of the receiver, acting under the advice of the counsel he employed and the results attained, and the manner in which the business has been conducted, has fully justified the judgment of the receiver in employing them. When the receiver in this case was appointed in October, 1887, the defendant the church had, some nine months before apparently, and as was claimed, divested itself of all property rights. ,The property which it was *71supposed actually belonged to it was in tbe bands of persons favorable to tbe defendant, and wbo regarded the legislation under which tbe receiver was appointed as harsh, unfair and unjust. They were acting together under an organization which for completeness is unequaled. The duty confronted the receiver, under these circumstances, to accumulate and get hold of the property. Every step that was taken in this direction required care and consideration, but the business has been so conducted, under the advice and direction of his attorneys, that, with but little litigation, a fund of between $700,000 and 800,000 has been collected, and is in the receiver’s hands. Precipitate and ill-advised action could easily have precipitated difficulty and expense which would have rendered the whole proceeding abortive. The testimony taken upon this examination shows, as we think, that these duties have been performed with the very best of discretion, and in the interest of all concerned, and we have no hesitancy' in saying that their action in the matter, so far as any charges that are contained in the petition are concerned, is fully vindicated, and the conclusion of the examiner that there was no fraud, corruption, misconduct, or fraudulent and unconscionable claims or charges for compensation, or unprofessional conduct on the part of the receiver or his attorneys, in respect to any of the transactions set forth or contained in the petition, should be affirmed by this court.
We are not unmindful that the learned examiner, whose report is before us, accepted the appointment in this case at the earnest solicitation of the Court, and upon the suggestion and consent of all the parties concerned, and that it was accepted by him upon such request and consent, and by reason of it, and not for the compensation that it would afford; and we extend to him the thanks of the Court for giving to the case his high standing, learning, and ability. He has performed the duties assigned to him with great skill, and in a manner wholly and entirely satisfactory to the Court. The counsel appointed by the Court, and who have acted as amici curies, have performed their duties in a manner satisfactory to the Court, and an *72order should be entered directing tbe receiver to pay each of them tbe sum of $250 for tbeir services, and to tbe examiner tbe sum of $400, ' and tbeir receipts will be vouchers in bis bands as a charge against tbe fund. Other expenses of tbe investigation proper to be charged to tbe. fund in controversy will be allowed and ordered paid, upon being properly verified and presented. An order should be entered confirming tbe report of tbe examiner, and overruling tbe exceptions thereto.
Receiver — Compensation—Ten thousand dollars is a reasonable sum to be allowed the receiver in this case for his services, it appearing that he has handled property to the amount of $750,000, consisting of real estate acquired without trouble, and personal property obtained with little difficulty, chiefly by way of compromise, and that the most of the work had been done by his attorneys and that it was little trouble in caring for the property, and that his active duties covered only a year. Id. — Compensation to Attorneys — Five thousand dollars is a proper allowance to the principal attorney for the receiver for one year’s services, and four thousand dollars is sufficient for his other attorney, who at the same time was United States district attorney and receiving a salary to represent the government. Mr. Henry W. Hobson for plaintiff. Mr. O. W. Powers and Mr. J. R. MoBride for tbe receiver and bis attorneys. Sandeoed, 0. J., and Judd, J., concurred.