A receiver is an officer appointed by the court to take possession but not the title of property pending further proceedings involving it.5 Unless authorized by the court so to do, a receiver is not justified in incurring any other obligations than those required for the preservation of the property in his hands. Not infrequently, however, the interests of those having claims against the property, and in the case of public service corporations the interests of the public demand the continuance of a business. Such continuance is frequently authorized by the court, and this necessarily involves the making of contracts by the receiver. It is true in regard to such contracts, as in regard to those of executors or trustees, that unless the receiver is the contracting party, there can be no contracting party. At least, this is true if the receiver is appointed by the court at the instance of creditors and not at the instance of the owners of the property. If the receiver is by the assent of the owners of the property virtually made their agent, he may have power like any agent to bind his principal;6 but if appointed and acting in invitum, so far as the owners of the property are concerned, he is certainly not their agent, and though he may bind the property put in his hands by the court, he cannot impose a personal obligation on its owners.7 Of course, also he can impose no obligation on the court. Therefore, unless he is personally liable, no one is liable. For this reason the English court has applied the rule applicable to contracts of fiduciaries,

5 Pennsylvania Steel Co. v. New York City Ry., 198 Fed. 721, 117 C. C. A. 603. In some States statutory receivers are made virtually assignees and vested with title.

6In Owen v. Cronk, [1893] 1 Q. B. 265, a receiver was appointed by trustees in accordance with the provisions of the trust deed to carry on business. It was held that this receiver was a mere agent of the trustees and was not liable as a contractor to those to whom he disclosed the nature of his employment.

7 In Burt v. Bull, [1895] 1 Q. B. 276, receivers of a corporation signed an order in the name of the corporation, of which they were receivers, by themselves as receivers and managers. The court held that the receivers were not the agents of the Company. Lopes, L. J., saying "the Company after their appointment had no control over the business. It could give no orders and make no contracts. The defendants could not be said to be agents for anybody." and holds that unless he expressly and clearly excludes such liability by the terms of the agreement in question, the receiver is personally liable even on authorized contracts,8 and must seek indemnity from the estate in his hands so far as that estate is sufficient for the purpose. In the United States the hardship of such a rule has led the courts to an opposite result. It is indeed conceded that a receiver may bind himself personally and that whether he has done so is a question of fact;9 but unless he expressly assumes a personal obligation, the mere fact that he is acting as receiver frees him from personal responsibility so long as he is acting within the authority given him by the court.10 The right of one who makes an agreement with a receiver is in effect a right in rem against the property or fund in the receiver's hands, and the court may authorize the receiver to create such rights by entering into contracts even extending beyond the probable duration of the receivership.11 The protection from personal liability thus afforded the receiver, exists only where he is acting in conformity with the directions of the court. On contracts outside these limits he is personally liable.12 As a receiver is an officer of the court, suit may not be brought against him in his official capacity without leave first obtained from the court which appointed him,13

8 Burt v. Bull, [1895] 1 Q. B. 276.

9Cake v. Mohun, 164 U. S. 311, 17 S. Ct. 100,41 L. Ed. 447.

10Farmers' Loan & Trust Co. v. Central Railroad, 7 Fed. 537; In re Kalb & Berger Mfg. Co., 166 Fed. 895, 91 C. C. A. 573; Hillsboro, etc., Co. v. Ingalls, 60 Ma. 105, 53 So. 930; Shan-Don p. Maatin, 135 Mo. App. 50, 114 B. W. 1127; Vauderbilt v. Central Rail-rood Co., 43 N. J. Eq. 669, 12 Atl, 188; Soger Mfg. Co. v. Smith, 45 N. Y. App. Div. 358, 60 N. Y. S. 849 (affd. without opinion in 167 N. Y. 600, 60 N. E. 1120). Cf. Guimarin v. Southern L. & T. Co., 106 S. Car. 37, 90 S. E. 319, where the fact that letters forming a contract were signed with the addition "Receiver" was held not to relieve the receiver of personal liability, whereas, if he had signed "as receiver" he would have been.

11 Gay v. Hudson River Elec. Power Co., 173 Fed. 1003,177 Fed. 1003, 100 C. C. A. 665.

12 In re Kalb & Berger Mfg. Co., 165 Fed. 895,91 C. C. A. 573; Peoria Steam Marble Works v. Hickey, 110 Ia. 276, 81 N. W. 473, 80 Am. St. Rep. 296. See also earlier New York cases cited and discussed in Sager Mfg. Co. v. Smith, 45 N. Y. App. Div. 358, 60 N. Y. S. 849 (affd. without opinion in 167 N. Y. 600, 60 N. E. 1120).

13 Porter v. Sabin, 149 U. S. 473, 13 S. Ct 1008, 37 L. Ed. 815; Bishop v. McKillican, 124 Cal. 321, 57 Pac. 76, 71 Am. St. Rep. 68; Peirce v. Jones, 24 Ind. App. 286, 56 N. E. 683; Darner v. Gatewood, 2 Nebr. Unoff. 561, 89 unless a Statute permits suit to be brought without leave.14 It may be assumed that the obligation of a trustee in bankruptcy on contracts made for the benefit of the bankrupt estate is subject to the same limitations that are applicable to a receiver.15 How far contracts entered into by one for whose property a receiver is subsequently appointed are affected by the bankruptcy or insolvency which usually accompanies or follows receivership is elsewhere considered.16

N. W. 803; Simmons v. Taylor, 106 Tenn. 729, 63 8. W. 1123.

14 By section 3 of the Judiciary Act of 1887, corrected by the Act of March 13, 1888 (25 Stat, at L. 433), it is provided: That "every receiver or manager of any property appointed by any court of the United States may be sued in respect of any act or transaction of his in carrying on the business connected with such property, without the previous leave of the court in which such receiver or manager was appointed; but such suit shall be subject to the general equity jurisdiction of the court in which such receiver or manager was appointed, so far as the same shall be necessary to the ends of justice."

This statute has been construed as allowing a receiver appointed by a Federal court to be sued without leave of court not only in Federal courts but in State courts. McNulta, v. Lochridge, 141 U. S. 327, 12 S. Ct. 11,

36 L. Ed. 796; Texas, etc., R. Go. v. Johnson, 151 U. S. 81, 14 S. Ct. 250, 38 L. Ed. 81; Central Trust Co. v. East Tennessee, etc., Ry. Co., 59 Fed. 523; McNulta v. Lochridge, 137 111. 270, 27 N. E. 452, 31 Am. St Rep. 362; Malott v. Shimer, 153 Ind. 35, 54 N. E. 101, 74 Am. St. Rep. 278; Dillingham v. Russell, 73 Tex. 47, 11 S. W. 139, 15 Am. St. Rep. 753. The statute applies to receivers appointed in bankruptcy proceedings, as well as to other receivers. In re Kalb & Berger Mfg. Co., 165 Fed. 895, 91 C. C. C. 673. See further as to local statutes, or rules of court allowing suit, without leave of court first obtained, against receivers appointed by state courts. Hayes v. Brotsman, 46 Md. 519; Rockwell v. Merwin, 45 N. Y. 166.

15See In re Hunter, 151 Fed. 904; In re Kalb & Berger Mfg. Co., 165 Fed. 895, 91 C. C. A. 573.

16Infra, Sec.Sec. 880, 1980 et seq.