The bill of complaint is brought by Atlas Insurance Company, a corporation organized under the laws of the State of Alabama, authorized to engage in the business of insurance and to write policies of casualty, fire and practically all other forms of insurance except life insurance, and having outstanding a large number of policies of insurance aggregating a large sum of money. It makes parties respondent American Armed Services Underwriters, Inc., of Delaware (referred to in the bill as Delaware), and the other parties named and described in the opinion. It is alleged that on May 1, 1956, complainant entered into a management contract with respondent Delaware, a copy of which is made Exhibit B to the bill and hereafter reproduced. Pursuant thereto Delaware took over full management, direction and control of complainant's business of writing policies of insurance, issued or caused to be issued in the name of and as the obligations of complainant policies aggregating in excess of 84,000, carrying liability of complainant amounting to many millions of dollars, the exact number of policies and aggregate amount of risk being unknown to complainant; that Delaware collected or undertook to collect all premiums payable on account of such policies so issued and kept, or was under duty to complainant to keep all records of such policies, collection of premiums therefor, the losses under such policies, which were reported by respective insureds and amount of losses paid on account of such policies.

It is alleged that although it was the duty of Delaware under said contract to make the accounting and reports specified in Article VIII of Exhibit A, Delaware has failed and refused to do so, and, although it has received enormous sums of money on account of policies so issued and there has been for a number of months prior to filing of the bill a large balance due by it to complainant under the contract, Delaware has failed or refused to furnish complainant with a true and accurate accounting by it as such manager of complainant's business. It is further alleged that said contract between complainant and Delaware has been rescinded and cancelled by mutual consent, but that, although often requested by complainant to do so, Delaware has failed to furnish complainant with information required by the contract, and although Delaware is indebted to complainant on account of business, transactions and moneys received by it in management of complainant's business under said contract. It is alleged upon information and belief that Delaware is so indebted to complainant in excess of $250,000, and it is necessary that Delaware account to complainant under the eye of the court.

It is alleged that prior to November 1, 1956, the contract referred to as Exhibit A was by mutual consent cancelled and terminated; that on said date complainant entered in a management contract with American Armed Services Underwriters, of Nevada (referred to in the bill as Nevada) said contract being made Exhibit B to the bill. It is alleged that it was mutually agreed between complainant, Delaware and Nevada that Delaware should continue to serve as sub-manager until business theretofore written and serviced by Delaware for complainant could be appropriately transferred to the new manager; that Delaware would continue operation in various states, acting in behalf of Nevada, who would be actual owner of the agency contract of complainant, and of the records, books, papers, renewal rights and good will of such business formerly conducted by Delaware; and that all collections by Delaware or business written or attached as of November 1, 1956, would be promptly transferred by Delaware to the account of Nevada without any deductions.

It is further alleged that although demand has been made by it on Delaware to account and remit for business written and premiums received by it, Delaware has declined to do so and continues in its refusal though complainant and Nevada have demanded of Delaware the right to examine the books, records and papers of Delaware in connection with its management for complainant and sub-management for Nevada, Delaware has refused and continues to refuse to do so.

It is alleged that in order that records of complainant may be kept in manner required by law and regulations of the Alabama Department of Insurance and in keeping with good business practices it is necessary that complainant have knowledge of such matters, that complainant exercise its right by an examination of said books, records and papers of Delaware to ascertain the risks assumed on complainant's behalf, names and addresses of all parties insured, amount of premiums collected, unearned premium reserves on policies issued by Delaware, losses adjusted and paid on behalf of complainant of such policies, loss reserve outstanding on claims filed, and such other information as complainant is legally required to furnish to the Superintendent of Insurance of Alabama. That Delaware has refused and continues to refuse to complainant such right of examination.

It is further alleged that Delaware is and has been collecting since November 1, 1956, amounts due on account of policies issued or caused to be issued by it in the name of complainant in excess of $125,000 per month, for which it has not accounted, though many requests and demands for accounting and payment have been made by complainant. That in exercise of its sub-managerial authority Delaware from time to time made adjustment of losses and drew drafts on complainant for divers amounts and for purpose of paying such drafts deposited to credit of complainant only sufficient funds to cover such drafts as if it were an insurance company rather than an agent. That in mid April 1957, when complainant threatened legal action, Delaware assigned certain premium notes due, via its principal Nevada, to complainant, it being agreed that Delaware would collect premiums so assigned and deposit such collection in bank to credit of complainant; that on about May 10, 1957, after repeated demands, Delaware did deposit $23,809.83 to the credit of complainant, but after which date it has refused to make other accountings for collections made, but has appropriated to its own use or the use of respondents Cooney, Kenney, Wallace and Cage funds that should have been collected on behalf of Nevada and complainant, the amount of which is alleged on information and belief is approximately $75,000. That all of said respondents have persistently refused to complainant the right of examination of books, records and papers of Delaware for purpose of ascertaining the amount due by Delaware on account of its transactions as manager for complainant. It is alleged on information and belief that respondents Delaware, Cooney, Kenney and Wallace in violation of their fiduciary duty to complainant have separately and severally appropriated to their own uses and benefit all or substantially all of said sum so collected.

It is further alleged that respondents Delaware, Cooney, Kenney and Wallace, in addition to misappropriation of funds belonging to complainant and Nevada as aforesaid, have diverted premium funds belonging to complainant in the purchase of worthless securities, to payment of personal debts and to payment of liabilities of Delaware to persons other than complainant and Nevada, the amount so unlawfully diverted being approximately $250,000, and constitutes a trust fund for benefit of complainant.

It is alleged that respondents Delaware, Cooney, Kenney and Wallace on about December 1, 1956, borrowed from Exchange Security Bank $100,000 for which accounts receivable or assets in equity belonging to complainant were pledged; that the sum so borrowed was used for the purchase of United States government bonds of such amount; that respondents thereafter caused to be entered on the books of complainant credit to the account of Delaware for the par value of such bonds and caused to be entered on the books the ownership of such bonds as an asset to complainant and likewise an entry of credit to Delaware for such a sum as a payment by Delaware to complainant. It is further alleged that respondents Delaware, Cooney, Kenney and Wallace prepared the annual statement of complainant required to be filed with the Department of Insurance of Alabama, in which said bonds were recorded as part of the assets of complainant, but thereafter said respondents, without authority of the board of directors or other officer of complainant and without authority of law, withdrew said government bonds and appropriated them to their own use without any payment therefor.

It is further alleged that respondents Delaware, Cooney, Kenney and Wallace have appropriated to their own use and benefit to-wit $250,000 which in equity constituted a part of the assets and property of complainant and which should serve as protection to policyholders of complainant, and in addition thereto said respondents have in their hands or under their control approximately $150,000 in money or other liquid securities which represent payments for insurance policies issued or caused to be issued by Delaware as sub-manager of Nevada. It is alleged on information and belief that the debts and obligations of the said respondents for and on account of transactions with the insurance business of complainant and Nevada exceed in the aggregate all of the property of said respondents in an amount greater than $250,000, and that complainant has no adequate remedy at law against said respondents and unless restrained said respondents will continue to appropriate to themselves funds belonging to complainant to the irreparable loss of complainant and its policyholders.

It is alleged that complainant is required by law to make certain reports of its business to the State Superintendent of Insurance, but is unable to do so since books, records and papers are in the physical possession of respondents Cooney, Kenney and Wallace who have persistently refused to turn over such to the authorized agent of complainant, thus placing complainant in imminent peril of cancellation and termination of its right to conduct its business. That the Superintendent of Insurance has notified complainant that it appeared that complainant's capital stock was impaired and continued operation by complainant was considered hazardous to the public, and has set a hearing on the matter. It is alleged that upon receipt of notice of such hearing, complainant demanded a conference with respondent Delaware and informed respondent Cooney that it would be impossible for complainant to have its books examined until there had been a reconciliation of its books and records with those of Delaware; that thereafter there was a conference between respondents Cooney and Wallace and the president of complainant; that respondents presented a new contract, execution of which was made a condition to payment by Delaware, Cooney and Wallace of overdue sums and rendering of a detailed accounting; that complainant refused to execute such contract, insisting upon a full accounting by Delaware and examination of its books and records but respondents have refused.

It is alleged that respondent Cage is the beneficial owner of all or a majority of the capital stock of Delaware, but if not such owner respondents Cooney, Kenney and Wallace are dominated by and under the influence of Cage and carry out his will in the business of Delaware; that, on information and belief Cage is under indictment and a fugitive. That respondents Delaware, Cooney, Kenney, Wallace and Cage are insolvent and judgment at law against them would be fruitless; that they can and in probability will remove the books and records of Delaware beyond the jurisdiction of the court and complainant will be in peril of forfeiting its right to do business as an insurance company unless a receiver is immediately appointed as prayed, without notice and without delay, and that great and irreparable injury and damage to complainant and policyholders will result unless such receiver is appointed.

The following is the contract made Exhibit A to the bill:

Management Agreement between Atlas Insurance Company of Birmingham, Alabama and American Armed Services Underwriters, Inc. of Wilmington, Delaware

Agreement entered into as of the 1st day of May, 1956, between Atlas Insurance Company of Birmingham, Alabama, (hereinafter called "Company") and American Armed Services Underwriters, Inc. of Wilmington, Delaware, (hereinafter called "Manager").

Article I. Appointment of Manager

The Company hereby appoints the Manager, as manager of its insurance business, subject to the terms, conditions and restrictions hereinafter set forth; and the Manager hereby accepts said appointment.

Article II. Territory

The territory in which the Manager shall have authority for the Company, shall be everywhere in the world. All risks, originating in the foregoing territory, shall be deemed to be risks within the territory of the Manager.

Article III. Classes of Business

The classes of business over which the Manager shall have jurisdiction, shall be all lines and classes of insurance, as well as reinsurance, including war risks pertaining to such insurance and reinsurances. It shall include all types of business, which the Company Charter presently authorizes and will authorize from time to time.

Article IV. General Powers and Duties

The Manager shall have all the powers and authority, both expressed and implied, necessary to conduct all the business under its jurisdiction. Without limiting the generality of the foregoing, the Manager shall have power to execute contracts of insurance, and facultative and other reinsurance on behalf of the Company, at such commission and rates, on such forms and subject to such terms and conditions as are customary in the business. The authority of the Manager hereunder shall be subject at all times to the superior authority of the Company, which may, from time to time, issue instructions to the Manager; however, no instructions from the Company shall be unreasonable or unduly restrictive, as contrasted to the common practices in the insurance business. The Manager shall use its best efforts to promote the interests of the Company, and shall perform all acts necessary to the proper conduct of the business, and for the protection of the Company's interest.

Article V. Appointment of Agents

The Manager shall have power to appoint agents (which terms, as used herein, shall mean any person, firm or corporation engaged in the insurance or reinsurance business including, without limiting the generality of the foregoing, brokers and general agents), in the territory of of the Manager, with power to bind the Company on direct business and reinsurance, and shall have power to remove such agents. Any commissions to be paid to agents shall be paid by the Manager.

All contracts, except reinsurance contracts, made by the Manager, shall be cancellable by the Company or Manager on not more than ninety (90) days notice, unless longer periods of time or special terms have been specifically granted by the Company. Reinsurance contracts shall be cancelled in accordance with the terms of each reinsurance contract. Executed copies of agreements entered into by the Manager on behalf of the Company, with agents shall be available for inspection, to the Company's Home Office officials, as soon after their execution as practicable, and upon demand by the Company, copies thereof shall be given to the Company, by the Manager.

Article VI. Claims

The Manager is authorized, on behalf of the Company, to accept or reject claims, adjust losses, settle claims and defend actions, arising out of contracts of insurance and reinsurance under its supervision. Loss adjustment expense and legal expenses, incurred in connection with such claims, shall be charged to the Company.

The Manager shall have the right, to designate and appoint attorneys-in-fact and in law, in any province, state, country or territory, in which the Manager shall operate, for the purpose of receiving process on behalf of the Company or handling litigation. The choices and appointments made by the Manager shall be binding upon the Company, and all expenses, fees or other charges incurred therefor and thereby shall be paid by the Company.

Article VII. Reinsurance

The Manager shall have authority to code reinsurance, on risks accepted by it on behalf of the Company, subject to approval of the Board of Directors of the Company.

Executed copies of all reinsurance treaties assumed or coded, shall be available to Home Office officials as soon after their execution as is practicable, and copies thereof shall be served upon the Company at its request.

Article VIII. Accountings

The Manager shall render to the Company, monthly bordereaux, showing all direct acceptances made by the Manager for the Company, during the previous month, and all losses paid by the Manager, on behalf of the Company, during said period, and all such other essential information as may be necessary, to enable the Company to keep its records and statistics in accordance with its usual custom. The Manager shall also render to the Company, copies of binding information, accounts and bordereaux, as received from others and from all companies reinsuring with the Company, at the end of the month in which the same is received by it from them.

Within ninety (90) days from the end of the month to which each monthly account relates, the balance on direct acceptances shown by said monthly account to be due by either party to the other, shall be paid to the party entitled thereto. The Manager shall also furnish to the Company such other reports and information as the Company may reasonably require from time to time. The Company may examine all data, records and accounts pertaining to its business, at any time during reasonable business hours, at its own expense.

Article IX. Collection of Premiums

The Manager shall use due diligence to collect premiums due to the Company, but shall not be liable to the Company for premiums uncollected. At the time of rendering the monthly account, the Manager shall furnish to the Company a list of all premiums, which have not been paid within ninety (90) days from the end of the month in which the risks applicable to such premiums are written, and the Manager agrees to follow the instructions of the Company with respect to the cancellation of all such risks, where such risks are cancellable by the Company. The Manager is authorized and empowered, to open and maintain, any and all bank accounts, which the Manager may deem advisable and/or necessary, in the name of the Manager, in banks located within the territory where the Manager is authorized to conduct business, and is further authorized and empowered to collect, and/or to receive, on behalf of the Company, any and all premiums or other monies, from assureds or others, endorse any and all checks and/or other commercial paper, drawn to the order of the Company, and deposit the same in the bank accounts as aforementioned. The Company agrees to execute any and all documents and instruments necessary to accomplish the same.

Article X. Compensation of Manager

The Company shall pay to the Manager, as compensation for its services, commission on all direct acceptances made by the Manager, on behalf of the Company, equal to twenty-seven and one-half (27 1/2%) percent of net premiums written. The term "net premiums written" as used herein, shall be deemed to mean gross premiums collected less return premiums. On reinsurance assumed business, facultative or treaty, the overriding commissions shall be mutually agreed to before placement.

Article XI. Allocation of Expenses

All expenses incurred by the Manager in the operation of the business covered by this Agreement, shall be paid by the Manager except losses and loss adjustment expense, taxes of State and Federal authorities, and other direct obligations incurred by the Company. The Company hereby authorizes and empowers the Manager to pay, from any money which the Manager shall collect on the Company's behalf, for any of the items hereinbefore outlined in this agreement, and charge the same to the Company as lawful and just charges.

Article XII. Term

This Agreement shall be effective as of May 1, 1956, and shall continue in force for a term of fifteen (15) years, provided that either party hereto shall have the right to terminate this Agreement upon ninety (90) days written notice to the other.

Article XIII. Rights of Termination

Upon termination of this Agreement, the Manager shall not be entitled to commissions on additional premiums, developed after the effective date of termination, and shall not be charged with return commissions on cancellations, effective after the effective date of termination.

Article XIV. Underwriting

It is the intention of the parties hereto, that the Manager have underwriting powers at all times in conformity with the Charter powers of the Company. In the event that the Company increases its Charter powers relating to types or classes of insurance it may engage in, then the related powers granted to the Manager under the terms of this Agreement, are hereby automatically extended to include the additional powers; and in the event that the Company discontinues the use of any of its Charter powers relating to types or classes of insurance it may engage in, by withdrawal of capital or otherwise, then this Agreement is deemed amended to exclude these powers for the Manager.

In Witness Whereof, the parties hereto have executed this Agreement as of the day and year first above written.

Atlas Insurance Company By Donald F. Wallace, Vice Pres.

Attested: By William J. Kenney American Armed Services Underwriters, Inc. By John B. Cooney

Attested: By William J. Kenney

STAKELY, Justice.

This is an appeal under the provisions of § 758, Title 7, Code of 1940, from an order of the equity court appointing a receiver of the respondent (appellant here), American Armed Services Underwriters, Inc., a Delaware corporation. The order appointing the receiver was issued ex parte by the court upon a consideration of a bill of complaint filed by Atlas Insurance Company, an Alabama insurance corporation, and three supporting affidavits. The bill is sworn to. Made respondents to the bill of complaint are also John B. Cooney, William J. Kenney, Donald F. Wallace, BenJack Cage, American Armed Services Underwriters, Inc., of Nevada, a corporation, and Exchange Security Bank, a corporation. For the sake of convenience American Armed Services Underwriters, Inc., of Delaware, will be hereinafter referred to as "Delaware"; American Armed Services Underwriters, Inc., of Nevada, will be hereinafter referred to as "Nevada", and Atlas Insurance Company will be hereinafter referred to as "Atlas".

The only question presented by this appeal is whether or not the appointment of a receiver of the property and assets of Delaware (appellant), without notice, was within the discretion of the trial judge.

The pertinent part of the bill of complaint will appear in the report of the case.

Under the allegations of the bill it appears that according to the management contract between Atlas and Delaware, Delaware was appointed by Atlas as its exclusive agent to manage its insurance business throughout the world. A copy of the contract is attached to the bill and marked Exhibit A and made a part thereof and will accordingly appear in the report of the case. This contract was made and entered into on the 1st day of May, 1956.

It further appears that Delaware is a Delaware Corporation, having its principal place of business in Alabama in the City of Birmingham, and that the respondents Cooney, Kenney and Wallace are officers of Delaware, over the age of twenty-one years and all residing in Birmingham, Alabama, but that BenJack Cage is a nonresident of the State of Alabama, a fugitive from justice and reportedly hiding in South America. It further appears that Nevada is a Nevada Corporation, having its principal place of business in Reno, Nevada.

It appears that Delaware was successful in the conduct of the business but that by mutual consent of the parties, it was decided to terminate the agency relationship, so that Atlas could appoint a different manager. The new agreement was made with Nevada and a copy of this contract is attached to the bill, marked Exhibit B and made a part thereof.

It further appears that the management contract between Atlas and Delaware was cancelled effective November 1, 1956, and that the correspondence between officers of Atlas, Delaware and Nevada shows that said management contract between Delaware and Atlas was cancelled and that there was to be an orderly transfer of the business conducted for Delaware over to Nevada; that on and after November 1, 1956, Nevada was the actual owner of the management contract with Atlas and that Delaware should have continued to serve after such date only as a submanager of Nevada until the business theretofore written and serviced by Delaware for Atlas could have been appropriately transferred to Nevada.

Under the allegations of the bill it appears that Delaware chose to ignore that its status was only that of an agent in the process of liquidating a management arrangement and not only withheld assets but also refused to make an accounting, which it was obligated to render to its principal Atlas, This appears to be the source of the difficulty between Delaware and Atlas.

It appears from the bill that all the business produced by Delaware is actually that of Atlas, for, whether or not the policies were written in the name of Atlas, the agent may not " 'Traffic with the subject-matter of his agency, without the consent of his principal, so as to reap the profit for himself.' Adams v. Sayre, 70 Ala. 318, 326." Lauderdale v. Peace Baptist Church, 246 Ala. 178, 181, 19 So.2d 538, 541.

In a case in which an agent failed to act in the utmost good faith with his principal this court said:

"An agent sustains a position of trust toward his principal and in all transactions affecting the subject of his agency, the law dictates that he must act in the utmost good faith and must make known to his principal each and all material facts within his knowledge which in any way affect the transactions and subject matter of his agency. * * *.

"The law sedulously regards this principle and acts of an agent which tend to violate this fiduciary obligation * * * are considered, in law, as 'frauds upon confidence bestowed.' 3 C.J.S., Agency, § 138a, page 7." Myers v. Ellison, 249 Ala. 367, 369, 31 So.2d 353, 355.

In addition to allegations showing that Delaware failed to act in the utmost good faith, there are allegations that Delaware has refused to render reports as to the status of the business in accordance with the terms of the contract, has refused an accounting, and, further, has denied the officers of Atlas access to the records and papers of the business. These records and papers which Delaware has developed according to the allegations of the bill, are at the expense of and for the use of Atlas.

When the manager of a business refuses to allow the owner to see the books or to have an accounting and the owner alleges that the agents have misappropriated funds of the owner in an amount approximately equal to $250,000, which has resulted in an impairment of its capital structure, and a threat by the State Superintendent of Insurance to withdraw its license as a result thereof, it seems clear that such an emergency exists as would authorize the court to appoint a receiver pendente lite without notice.

We may add that in addition to the allegations of the bill, the sworn affidavits in support thereof substantiate the foregoing. It therefore appears that the appointment of the receiver to preserve the records for an accounting was an action taken by the court not only for the benefit of Atlas but also for policy holders.

We are quite aware of the general care which must be exercised by the court in a case of this kind. This court has said:

"* * * A receiver may be appointed without notice to the defendant who is to be dispossessed of his property or assets, but the cases in which notice may be dispensed with, are exceptional. * * * It must be shown that notice would jeopardize the delivery of the property over which the receivership is to be extended. Moritz v. Miller, 87 Ala. 331 [6 So. 269]; Dollins v. Lindsey, 89 Ala. 217 [7 So. 234]." Henry v. Ide, 209 Ala. 367, 370, 96 So. 698, 701.

See also Lost Creek Coal Mineral Land Co. v. Scheuer, 222 Ala. 400, 132 So. 615.

The practice and procedure for the appointment of receivers is set out in Chapter 34, Title 7, § 1156 et seq., Code of 1940. Ordinarily, it appears there, that when application for the appointment of a receiver is made, notice must be given to respondent a reasonable time before the hearing. However, upon a showing of good cause, a receiver may be appointed without notice. In this connection this court has said:

"It has been said that the exercise of the power to appoint a receiver pendente lite is one of the most responsible duties which a court of equity is called on to perform, as its effect is to deprive the defendant of his possession before a final decree, which may work great and even irreparable injury, though the property taken into the custody of the court may be finally restored. The appointment rests largely in the discretion of the court, not an arbitrary or capricious, but a judicial, discretion, controlled by a consideration of the circumstances of each case, and the power should be exercised with great caution and circumspection. Actual fraud or imminent danger, is not, in all cases, essential to the exercise of the power. There should, however, be a concurrence of two grounds, — a reasonable probability of success on the part of the complainant, and that the subject-matter in controversy is in danger. The remedy is preventive in its nature, and its purpose is the preservation of the subject-matter of litigation, for the benefit of all the parties in interest, until their rights can be finally adjudicated. It does not affect the title, nor establish the rights of the parties. Such being the nature of the remedy, the appointment of a receiver is authorized, when the party seeking the appointment shows, prima facie, a title reasonably free from doubt, or a lien upon the subject-matter of the controversy to which he has a right to resort for the satisfaction of his claim, and that it is in danger of loss from waste, misconduct, or insolvency, if the defendant is permitted to retain the possession. Notice of the application for the appointment, and the officer to whom it will be submitted, must be given, or a good reason shown for the failure to give the same. Briarfield Iron Works Co. v. Foster, 54 Ala. 622; Micou v. Moses Bros., 72 Ala. 439; Bard v. Bingham, 54 Ala. 463; Ex parte Walker, 25 Ala. 81; Code 1886, § 3534.

"The allegations of the bill, which are verified, are not controverted. We must, therefore, on appeal, assume their truth." Ashurst v. Lehman, Durr Co., 86 Ala. 370, 371, 5 So. 731.

In connection with an accounting, we also refer to the following:

"A just accounting in the case made by the bill and affidavit is dependent upon the books, papers, and other information in the exclusive possession of the appellants, and some of which have been withheld by Greenleaf from an accountant. [Here the principal's own books have been withheld from it, for appellant is nothing but a manager] * * * Without these difficulties being removed by taking possession of the affairs of the corporation, including its papers, books, and other sources of information, by a receiver pendente lite, the result of an accounting would be fruitless, or well-nigh impossible." Henry v. Ide, 209 Ala. 367, 96 So. 698, 702.

In the foregoing case it was also said in connection with the discretion of the trial judge:

"The appointment of a receiver rests in the sound discretion of the trial judge, subject to review for an abuse of that discretion. It is said that the exercise of this discretion will not be reversed, except in a clear case of abuse, nor when there is evidence which, when fairly considered, supports the judgment of the trial court. (Citing cases)." Henry v. Ide, 209 Ala. 367, 373, 96 So. 698, 704.

The appellant undertakes to point out certain defects in the bill but it appears that absolute accuracy is not a requisite if there are substantial allegations that the danger to be averted is real and pressing. In an early case this court said:

"* * * we must look to the case made by the bill, and to that alone, for its statements and allegations must be taken as true on all questions of jurisdiction of the court in which it is filed. * * * Nor do we esteem it necessary to the exercise of these powers in the first instance, that the bill, which invokes the aid of a court of chancery, should be drawn with such technical accuracy as to defy a demurrer for every special cause relating to parties or form, in respect to which, if it were defective, the defect might be readily supplied by an amendment, which would be allowed as a matter of course. It is enough, if it be shown, by some person having an interest that the subject-matter is within the jurisdiction of the court, and that the danger and injury sought to be averted are real and pressing. So that, in passing on the question arising on this motion, it is not necessary for the court to decide upon the technical accuracy of the bill in all its details, but simply to inquire, whether, conceding the truth of the substantial allegations of the bill, the court entertaining it had jurisdiction of the subject-matter and the parties." Ex parte Walker, 25 Ala. 81, 100-101.

The foregoing authority has been followed in subsequent cases and the above quotation was copied in toto in Ex parte Goodwyn, 227 Ala. 173, 178, 149 So. 216, 220, for the proposition that proceedings invoking the appointment of a receiver will not be examined with technical scrutiny if it appears that they were such "as are authorized in courts of equity, that they were instituted by a party who has an interest to be affected, that the subject-matter is within the jurisdiction of the court, and that the danger and injury sought to be averted are real and pressing."

It is urged that the decree appointing a receiver gives Atlas a license to investigate all the secrets of the operations of Delaware and to run rampant through all its records. It appears, however, that the trial court was careful to restrict the agents of Atlas to a perusal of only those books and papers which concerned the agency business.

It is also urged that a receiver should never be appointed where there exists any other safe and expedient remedy which would afford adequate protection to Delaware. It is insisted that a safe and expedient remedy is afforded by the statutes enacted with reference to the Department of Insurance of the State of Alabama. The statutes to which our attention is expressly called are the following statutes, which appear in the 1955 Cumulative Pocket Part to Title 28, relating to the Department of Insurance; § 47(4), § 47(9), § 47(14), and § 82, Title 28, Code of 1940, 1955 Cumulative Pocket Part.

We find that no where in these statutes does there appear to be any intention on the part of the legislature to displace the jurisdiction and duty of the courts which have been established as a resort for trusting principals against unfaithful agents. We are not willing to say that a court of equity is not the place where the rights, if any, of Atlas could be declared and protected. Hence we find no merit in this contention.

Based on the record before us we see no reason why the relief prayed for should not have been granted and we conclude that the appointment of the receiver pendente lite should be affirmed.

Affirmed.

LIVINGSTON, C. J., and LAWSON and MERRILL, JJ., concur.