« AnteriorContinuar »
a profit thereon upon the sale to such cor- The rule is specially applicable where, alporation of such works, and are not account though the director received a profit out of able therefor, especially where the transac- the transaction, the contract was made in tion is advantageous to the corporation, has good faith, was not improvident, had been been ratified by a unanimous vote at a performed, and the corporation had received shareholders' meeting, and an opportunity the benefit of its performance, under which is given the shareholders to rescind, with circumstances it has been held that it could full knowledge of all the facts, and where not be undone by a receiver subsequently opportunity was also given to the corpora appointed for the corporation.” On the tion to erect such works before their con- same subject, Clark & M. on Private Corstruction was undertaken by the directors. porations, at § 761c, pp. 2304, 2305, says: Such contracts will be scrutinized in equity, "This doctrine is not recognized in all juand will be set aside if not made in the risdictions, nor in most jurisdictions. On utmost fairness and good faith. So far the contrary, most of the courts have held from being void ab initio, such contracts are that a director or other officer of a corporagood as against third persons, who are not tion is not precluded from lending it money in a position to set up the rights of the cor- and taking a mortgage or other security, poration by way of defense against them. selling it property, or purchasing property guished. Wilson v. Leary, 120 N. C. 90, 38 L. tion are a fund for the payment of its debts. R. A. 240, 58 Am. St. Rep. 778, 26 S. E. 630. Curran v. Arkansas, 15 How. 304, 14 L. ed. 705.
It seems to be otherwise with respect of the When an act of incorporation is repealed real estate of public-service corporations.
equity takes charge of all the property and efAlthough an act incorporating a turnpike fects which survive the dissolution, and admin. company vests it, upon complying with pre
isters them as a trust fund primarily for the scribed conditions, with title to the land over benefit of the creditors. If anything is left it which the road passes, nevertheless such title goes to the stockholders. Shields v. Ohio, 93 must be considered as vested solely for the pur- U. S. 319, 24 L. ed. 357. poses of a road, and when such road is aban- When a corporation is virtually dead, aldoned the land reverts to the original owners. though its term of existence limited by law has Hooker v. Utica & M. Turnp. Road Co. 12 Wend. not expired, and it has property and assets 371.
which cannot be used in carrying out the purA turnpike corporation loses title to its lands poses of the corporation, a court of equity has by reversion back to its grantor or his heirs jurisdiction to distribute such property and asupon its dissolution, when there is no provision sets among its members upon such basis as is in its charter, or some other statute, to avert | just. Stamm v. Northwestern Mut. Ben. Asso. such a consequence. Bingham v. Weiderwax, 1 65 Mich, 317, 32 N. W. 710. N. Y. 509.
The dissolution of a corporation cannot deEspecially does this appear to be the case prive its creditors or stockholders of their when lands have been taken by condemnation rights in its property; and, if the common law under the power of eminent domain.
affords them no adequate remedy, they may obSee the cases in point, cited in the note on tain relief in equity. Folger v. Columbian Ins. The nature of a railroad, whether real or per
Co. 99 Mass. 267, 36 Am. Dec. 747. sonal property, appended to the case of Webster The property of a dissolved corporation is lia. Lumber Co. v. Keystone Lumber & Min. Co. 66 ble only in equity for the claims of creditors. L. R. A. 33.
Smith v. Huckabee, 53 Ala. 195. But this class of cases constitutes an excep- The property of a dissolved corporation is tion to the prevalent rule.
subject to a trust in favor of creditors. MontThe common-law doctrine that, upon dissolu- gomery & W. P. R. Co. v. Branch, 59 Ala..153; tion, the property of a corporation reverted to Nelson v. Hubbard, 96 Ala. 244, 17 L. R. A. the Crown, has never been recognized in the 377, 11 So. 430. United States. Bolles Crescent Drug &
A court which never allows a trust to fail for Chemical Co. 53 N. J. Eq. 614, 32 Atl. 1061. want of a trustee will see to the execution of
The dissolution of a corporation by the for- the trust charged upon the assets of an infeiture of its charter, while it disables the com- solvent corporation for the payment of its credpany from continuing its business, does not pre- itors, although by the dissolution of the corvent it from closing out its affairs and dispos- poration the legal title to its property has been ing of its property in the interest of creditors changed. Shamokin Valley & P. R. Co. v. Maand stockholders, independent of statute; and lone, 85 Pa. 23. a fortiori is it authorized to liquidate thus In equity a corporation is regarded as a truswhen a statute of the state which created it so tee holding the corporate property for the bene. empowers. Boyd v. Hankinson, 34 C. C. A. 197, fit of its creditors and shareholders, which, 63 U. S. App. 678, 92 Fed. 49.
upon its dissolution or civil death, a court of Although contrary to the doctrine asserted chancery will lay hold of as a trust fund and in most elementary works, and in the case of distribute for their benefit. Life Asso. of Bank of Vincennes v. State, 1 Blackf. 267, 12 America v. Fassett, 102 Ill. 315. Am. Dec. 234, the doctrine that, on the dissolu- When a corporation is declared insolvent It tion of a once legal corporation, its personal
is incapacitated from doing any new business. and real property become assets for the pay
but it still survives to discharge its liabilities. ment of its debts and distribution among stock and, when that is accomplished, to make final holders, is right. State ex rel. Brown v. Bailey, distribution of its remaining assets. Chemical 16 Ind. 46, 79 Am. Dec. 405.
Nat. Bank v. Hartford Deposit Co. 161 U. S. 1, The assets of an insolvent banking corpora
40 L. ed. 595, 16 Sup. Ct. Rep. 439.
from it, or otherwise contracting or dealing lender is a director, charged, with others, with it, if for the purpose of the transac with the control and management of the aftion he does not represent the corporation fairs of the corporation, representing in this at all, but it is adequately represented by its regard the aggregated interest of all the other directors or officers, and the transac- stockholders, his obligation, if he becomes a tion is entirely free from fraud. And, by party to a contract with the company, to the weight of authority, a transaction be- candor and fair dealing, is increased in the tween a director or other oflicer and the cor precise degree that his representative charporation, or a transaction in which a di- acter has given him power and control derector or other officer is interested, is valid, rived from the confidence reposed in him by if entirely free from fraud, even when he the stockholders who appointed him their has acted as a member of the board in au- agent. If he should be a sole director, or thorizing the same, if there were enough of one of a smaller number vested with certain disinterested votes in favor of the transac- powers, this obligation would be still strongtion to render his vote unnecessary."
er, and his acts subject to more Mr. Justice Miller, speaking for the court scrutiny, and their validity determined by in Twin-Lick Oil Co. v. Marbury, 91 U. S. more rigid principles of morality, and free587, 23 L. ed. 328, said: “So, when the dom from motives of selfishness. All this
And, although a judicial decree may, in | prise. Bacon v. Robertson, 18 How. 480, 15 terms, declare a corporation dissolved, yet, if L. ed. 499. it also authorizes suits to be brought and defended in the corporate name, and conveyance
d. Upon debts and credits. of its property and effects to be made, for the purpose of winding up its business, the corpora There have been some decisions, notably in tion cannot be said to be absolutely extin Delaware and Mississippi, upholding the comguished for all purposes, but, on the contrary, mon-law doctrine that dissolution extinguishes to be expressly kept alive so far as necessary to debts, whether owing to or due from the corcollect and apply its assets to the payment of poration ; while elsewhere the existence of the its debts. Life Asso. of America v. Fassett, rule has been admitted, but for one or another 102 Ill. 315.
reason it has been found not to apply. In the state of New York the rule of the
When. by the expiration of the period limited common law in relation to the effect of the dis in its charter for its corporate existence, a solution of a corporation upon its property and bank is dissolved, the dissolution is absolute, debts has never been applied to business corpo and a debt owing to it at the time is extinrations, and as early as 1811 an act was passed guished. Commercial Bank v. Lockwood, 2 making the directors of such a corporation trus Harr. (Del.) 8. tees to settle its affairs and divide the money The case of Commercial Bank v. Lockwood, 2 among the stockholders after paying the debts Harr. (Del.) 8, was examined, criticized, and owing at the time of dissolution. Shayne v. disapproved in Moultrie v. Smiley, 16 Ga. 289. Evening Post Pub. Co. 168 N. Y. 70, 55 L. R. The current of decisions has flowed in such a A. 777, 85 Am. St. Rep. 654, 61 N. E. 111. channel that it may be regarded as settled doc
When a corporation is dissolved by a repeal trine that, on the dissolution of a banking corof its charter, says Black, J., of the Pennsyl- poration, the debts due to and from it are exvania supreme court, the legislature may ap- tinguished, not by any implied condition in the point, or authorize the appointment of, a per contracts, but from necessity, because there is son to take charge of its assets for the use of no person in whose favor, or against whom, its creditors and stockholders, and this is no they can be enforced. Commercial Bank more confiscation than it is confiscation to ap Chambers, 8 Smedes & M, 9. point an administrator for a dead man. But It is settled doctrine, upon common-law prinmoney, goods, or land which are or were the ciples, independent of any statute declaring a private property of a defunct corporation can
different rule, that, upon the dissolution of a not be arbitrarily seized for the use of the state corporation, the debts due to and from it are without compensation paid or provided for. extinguished. Port Gibson v. Moore, 13 Smedes Erie & N. E. R. Co. v. Casey, 26 Pa. 287.
& M. 157. When the effects of a dissolution of a cor
It is the doctrine of the common-law that upporation are said to be the reversion of its
on the dissolution of a corporation the debts lands to those who had granted them, and the
due to and from it are extinguished. Hightower
v. Thornton, 8 Ga. 486, 52 Am. Dec. 412. extinguishment of the debts due either to or
That the debts of a corporation either to or from the corporate body so that they are not a
from it are extinguished by its dissolution is a charge or a benefit to the members, the dictum is supported by the statutes and judgments fol- Lane, 11 Ga. 459.
proposition which nobody denies. Thornton v. lowing the suppression of the military and re
An act of the legislature renewing the corligious orders or the cases of dissolution of
porate powers and franchises of a banking cormonasteries and other ecclesiastical foundations poration after the expiration of its charter upon the death of all their members, or of dona- does not revive a debt owing to it when the origtions to public bodies, such as municipal cor inal charter expired. Commercial Bank v. Lockporations. But such cases are not analogous to wood, 2 Harr. (Del.) 8. those of trading corporations. These hold their The granting of a new charter to a dissolved property in trust, first for their creditors, and corporation does not revive a debt extinguished next, when their debts are paid. for those who by the dissolution. Port Gibson v. Moore, 13 contributed in capital to the corporate enter Smedes & M. 157.
falls far short, however, of holding that no ! been procured by parties sustaining a trust such contract can be made which will be relation to the property, where there was no valid, and we entertain no doubt that the proof of collusion or fraud in fact. In Ft. defendant in this case could make a loan of Payne Rolling Mill v. Hill, 174 Mass. 224, money to the company; and as we have al- | 54 N. E. 532, the court said of a contract ready said that the evidence shows it to made between a corporation and one of its have been an honest transaction for the directors: “It was not illeg or void be. benefit of the corporation and its sharehold cause made with a director, the only person ers, both in the rate of interest and in the likely to be willing to make it. In this security taken, we think it was valid orig. country it very generally has been deemed inally, whether liable to be avoided after- impracticable to adopt a rule which absowards by the company or not.”
lutely prohibits such contracts.” The same In Leavenworth County v. Chicago, R. I. doctrine is announced in the case of Gay v. & P. R. Co. 134 U. S. 688, 33 L. ed. 1064, l'air, 175 Mass. 521, 56 N. E. 708. In the 10 Sup. Ct. Rep. 708, the court refused to set late case of United States Steel Corp. v. aside the foreclosure of a mortgage on a Hodge, 64 N. J. Eq. 807, 60 L. R. A. 742, railroad and the sale of the road made un 54 Atl. 1, the law on this subject is stated der a decree, on the ground of its having' by the court of last resort ew Jersey
The general current of authorities, especially, by the courts or the legislatures. Owen the more recent ones, is altogether adverse to Smith, 31 Barb. 641. this doctrine.
Sometimes a state provides by general statute A corporation never can dissolve itself so as that, upon the dissolution of a corporation, its to defeat any of the just rights of its creditors. debts may be thereafter collected, and its credBrown v. Union Ins. Co. 3 La. Ann. 177.
itors discharged, and its assets divided among It is a well-settled rule that the dissolution its shareholders. McCoy v. Farmer, 65 Mo. of a corporation by liquidation or any other 244; Bolles v. Crescent Drug & Chemical Co. act of its stockholders, or by limitation, or in 53 N. J. Eq. 614, 32 Atl. 1061, any mode save legislative repeal or judicial de. cree, does not affect the rights of creditors,
e. Upon contracts in general. and that, as to them and their righ to enforce their claims or determine their validity by suit A corporation by the very terms of its poor otherwise, the corporation will be deemed litical existence is subject to dissolution by a to continue in existence. National Pahquioque surrender of its corporate franchises and by a Bank v. First Nat. Bank, 36 Conn. 325, 4 Am. forfeiture of them for wilful misuser or nonRep. 80.
Every creditor must be presumed to unThe common-law doctrine that a dissolution derstand the nature and incidents of such a of a corporation extinguishes its debts does not body politic, and to contract with reference to prevail in the United States. Howe v. Robin them. Mumma v. Potomac Co. 8 Pet. 281, 8 son, 20 Fla. 352.
L. ed. 945 ; Washington & B. Turnp. Road v. The obligations of a corporation survive its State, 19 Md. 239. dissolution, and are enforceable upon its as Whoever contracts with a corporation ex. sets, Whiting v. Sheboygan & F. du L. R. Co. poses himself to losses which may arise from 25 Wis. 207, 3 Am. Rep. 47.
its dissolution, as he would with natural perAfter a banking corporation has been dis sons by their death. Read v. Frankfort Bank, solved and its franchise forfeited debts owing 23 Me. 318. to it still exist, and can be recovered by a trus A dissolution of a corporation by the sovtee for distribution to creditors and stockholdereign power of the state puts an end to its
Bacon v. Robertson, 18 How. 480, 15 L. contracts for the services of its agents by rened. 499; Lum v. Robertson, 6 Wall. 277, 18 L. dering performance impossible on either side: ed. 743.
and such a result must be deemed within the A delinquent debtor of a aissolved corpora contemplation of the contracting parties and an tion, sued upon his obligation by a trustee of unexpressed condition of their contract inherthe corporate property, cannot plead the extin- ing therein from the beginning. People v. Globe guishment of his debt by the forfeiture of the Mut. L. Ins. Co. 91 N. Y. 174. corporate franchise. Lum v. Robertson, 6 Wall.
Where a corporation surrenders its charter. 277, 18 L. ed. 743.
ceases to exist by the efflux of time, or where
its charter is decreed forfeited by a judicial There is no question but that debts due the creditors of a corporation, as well as claims
tribunal of competent jurisdiction, it can nei.
ther sue por be sued, although the obligations of for wrongs done by it, are not lost by its disso.
its contracts survive, and may be enforced lution, but may be enforced by proper proceed against any property which has not gone to ings against the assets. Walters v. Western & bona fide purchasers. City Ins. Co. v. ComA. R. Co. 69 Fed. 679.
mercial Bank, 68 Ill. 348. The English doctrine that, in case of the
The obligations of the contracts of a cordissolution of a corporation, its personal prop- poration survive its dissolution, and its crediterty vests in the King, and all its unsold real ors may enforce their claims against any propestate reverts to the grantor or his heirs, while erty or estate belonging to the corporation debts due to and from it are extinct, is harsh which has not passed to bona fide purchasers. and inequitable, and has not been adopted and Dudley v. Price, 10 B. Mon. 84. acted upon as the rule in this country,--at least The obligation of contracts made whilst the so far as the extinguishment of debts is con corporation was in existence survives its discerned; and it certainly has not been favored | solution; and the contracts may be enforced by
as follows: "The general doctrine is well to the great weight of authority, is applicaestablished in this state that facts known, ble to cases of this kind, and must be given which are sufficient to put a party upon in effect if the facts of this case warrant its quiry, are sufficient to charge him with all application. The principal contract under such knowledge as he would have acquired which Thompson operated bears date June by a proper inquiry in the ordinary course 18, 1890. Under it he began operations in of business. The rule that directors cannot the same month, and continued them until lawfully enter into a contract in the benefit August, 1893, during which time he built a of which even one of their number partici- railroad, equipped it with locomotives and pates without the knowledge and consent of cars, built tramroads, rebuilt and repaired the stockholders, is the settled law of this dams in the Blackwater river, and carried state. Such a contract is voidable at the on the business of stocking the mill with option of the corporation, but is not void timber under the contract upon an immense per se.
When the facts are disclosed to the scale, using the railroad, cars, locomotives, stockholders, it may be subsequently ratified tramroads, tools, appliances, and the booms by them.”
and dams in the river for that purpose, and, As the contract was voidable, and not void as indicated by the record, practically supper se, the principle of estoppel, according 'plied the mill with timber. In these operaa court of equity so far as to subject for their executory contracts perish when the corporation satisfaction any property possessed by the cor is dissolved. Griffith v. Blackwater Boom & poration at the time. Broughton v. Pensacola, Lumber Co. 46 W. Va. 56, 33 S. E. 125. 93 U. S. 266, 23 L. ed. 896.
When a corporation, upon petition of its The dissolution of a corporation no more im stockholders and by the decree of a court, is pairs the obligation of its contracts than the dissolved, and thereafter neither does, nor atdeath of a private person can be said to impair | tempts to do, any business, it becomes as enthe obligation of his contracts. Mumma v. Po- tirely extinct, except so far as the statute pretomac Co. 8 Pet. 286, 8 L. ed. 945.
scribes otherwise, as if it had never existed. It The repeal or forfeiture of a corporate char is thus wholly disabled from performing its ter by an act of the legislature, although con contracts, and its breach of any such contract is ditional upon the consent of the corporation, a total one, which entitles the other party, imdoes not infringe the constitutional provision mediately upon the dissolution, to his whole against impairing the obligation of contracts, damages, present and prospective, for the loss notwithstanding it may deprive creditors of all of his contract. Bowe v. Minnesota Milk Co. opportunity to collect their debts. Mobile & 0.44 Minn. 460, 47 N. W. 151. R. Co. v. State, 29 Ala. 573.
It is not the law that when a corporation While the obligation of the contract between is dissolved under a statute all contracts wherea corporation and its creditor is not impaired by third parties hold its property are annulled by the repeal, by act of the legislature, of its and avoided; hence, a writ of assistance will charter, the method of obtaining indemnity for not be awarded to put a receiver in possession Its breach is changed, and, after the enactment of property of such a corporation, where per. of the repealer, an action at law upon the con sons not parties to the dissolution proceedings tract can no longer be maintained or “prose assert in good faith a colorable right to hold cuted, in the absence of any statute permitting it. Musgrove v. Gray, 123 Ala. 376, 82 Am. it to be. Read v. Frankfort Bank, 23 Me. 318. St. Rep. 124, 26 So. 643.
The liquidation of a corporation has the im When the receiver of a dissolved corporation mediate effect of terminating all its purely per has paid all the undisputed debts, and has sonal obligations, and of relegating the bene- funds enough left to pay all the disputed ones, ficiaries thereunder to an action in damages in and still has a large surplus for distribution to keeping with its covenants. Schleider v. Diel- stockholders, he is bound to pay rent accrued man, 44 La. Ann. 462, 10 So. 934.
and accruing to the end of the term under a Although a law authorizes the stockholders lease for years to the corporation. People v. of a business corporation to dissolve it at will, National Trust Co. 82 N. Y. 283. and the laws of the state in this regard enter When, at the instance of the state, and by directly into its contracts, and all persons are judicial decree or operation of law, a corporadeemed to have contracted in view of the exist tion is dissolved, and its corporate existence ence and possible exercise of this power, it is terminated, a contract between it and an innevertheless true that such a dissolution does dividual for the latter's services, which is in not destroy the obligation of the corporation's progress and has been performed upon both contracts. The equitable rights of creditors sides according to its terms down to the time survive the dissolution, and attach to the as when the corporation and its agents and serv. sets and property of the corporation in the ants were prohibited from carrying on the corhands of its liquidators. Ibid.
porate business, is at an end, and cannot upon The dissolution of a solvent corporation by either side longer be performed; but it cannot be its own voluntary act will not relieve it from considered as broken by the corporation, since its contracts, but its assets will be liable for nothing has occurred to constitute a breach of breaches thereof. Griffith v. Blackwater Boom the contract upon either side, performance be& Lumber Co. 46 W. Va. 56, 33 S. E. 125. ing simply prevented by vis major, and hence
“Even the executory contracts of a defunct the individual has no claim for damages against corporation are ot extinguished.” Shields v. the as of the corporation. People v. Glob Ohio, 95 U. S. 319, 24 L. ed. 357.
Mut. L. Ins. Co. 91 N. Y. 174. Unless the dissolution is compulsory and in A contract of a corporation with an indi. voluntary. Then, even when partly performed, vidual for the latter's services for a term of
tions he expended nearly $300,000, accord of the contract. If, having such knowledge, ing to the report of the commissioner. He they had the right to avoid the contract beresigned his position as director in 1891. cause he was a director at the time it was Can it be possible that the directors and made, can they do it in such manner as to the stockholders, who appear to have been inflict upon him the loss of so much of this few in number (only six, as indicated by the large expenditure as compliance with his record), had no knowledge of the immense contract, so far as he was permitted to perexpenditure Thompson was making on the form it, necessitated? Having the right to faith of this contract? Whether the mak. deprive him of the profits which he could ing of the contract was in all respects duly have made on the contract if permitted to formal or not, the books of the company complete it, have they also the right to were open to them, and upon them the terms punish him by depriving him of money exof the contract were indicated by the en- pended under the honest belief that they, tries. For a long time after Thompson having full knowledge of all the facts, as ceased to be a director and to have any they must be deemed to have had, and givshare or part in the management of the ing it to creditors, who advanced their company, they allowed him to go on with money under the belief that the company out objection or notice of the disapproval' had such financial strength as warranted
years at a stipulated salary is broken when, that the corporation will not of its own volibefore the expiration of the term, the corpora tion try to escape the obligation of its contion is adjudged insolvent, and a receiver is ap tracts, and, if it does, equity will not recognize pointed whose duty by statute is to collect and the dissolution or permit the dissipation of its distribute the assets, under judicial direction, ussets uutii its contracts are satisfied. Ibid. to the creditors and stockholders. Spader v. A contract between a dairyman and a corMural Decoration Mfg. Co. 47 N. J. Eg. 18, 20 poration to run a year, whereby the company Atl. 378.
agrees to buy and furnish all the cans to carry When a corporation contracts to sell and de all the milk produced by the former's kine to be liver upon a future day merchandise, and be delivered daily, is broken in toto by the volunfore the time of delivery arrives is enjoined tary dissolution of the corporation during the from in anywise interfering with its property, year, and the dairyman is entitled immediately and a receiver is appointed of all its assets, per to all his damages for the loss of the contract, formance of its contract is rendered impossible present and prospective, for it is an entirety, by judicial action, and the buyer has no claim and a single recovery is a bar to further acfor damages. Malcomson v. Wappoo Mills, 88 tions. Bowe v. Minnesota Milk Co. 44 Minn. Fed. 680.
460, 47 N. W. 151. The court cited and followed People v. Globe Mut. L. Ins. Co. 91 N. Y. 174, and rejected
1. Upon employment contracts. Spader v. Mural Decoration Mfg. Co. 47 N. J. Eq. 18, 20 Atl. 378, but the report does not
1. With officers. show whether the appointment of the receiver The bringing of an action against a corporawas voluntary or involuntary, or whether or tion, and alleging its insolvency and the apnot the selling corporation (if such it was, for pointment therein of a receiver, do not abroeven its corporate entity is not stated) was gate a contract for the employment of a sal. dissolved.
aried officer. Kinsman v. Fisk, 37 App. Div. Where, upon the suspension of business and 443, 36 N. Y. Supp. 33. the appointment of a receiver of a dissolved cor
When a corporation makes a general assignporation, a contract with it is in process of ment for creditors it is not thereby released performance, and is for a time afterwards con from its express contract to pay a salary to its tinued under direction of the court having ju- treasurer if he renders, or is ready to render, risdiction of the matter, it cannot be said that his services as such; and, on a reconveyance by there was a breach of the contract, committed the assignee after settlement with its creditors, by the corporation. Griffith Blackwater he is entitled to recover his stipend. Potts v. Boom & Lumber Co. 46 W. Va. 56, 33 $. E. 125. Rose Valley Mills, 167 Pa. 310, 31 Atl. 655.
When the receiver of a dissolved corporation A secretary of a corporation which becomes abandons the performance of one of its con
insolvent and goes into the hands of a receiver tracts by direction of the court which appointed is entitled to his salary for the balance of the him, after he had for a time, by the like direc year for which he was employed, less what he tion, been performing it, and when at the time
may earn in other employment. Hassenfus v. of his appointment the corporation was not in Philadelphia Packing & Provision Co. 15 Pa. default thereon, the corporate assets are not Co. Ct. 650. liable for damages for a breach of such con. A managing director of a corporation, entract. Ibid.
gaged upon a salary for a term of years, is en. Wbile it is implied in every agreement, the titled, upon the winding up of such corporation performance of which depends upon the con during the term, to prove up his claim for saltinued existence of a person or thing, that such ary on the same footing as outside creditors, existence will continue, and that the death of notwithstanding he was a shareholder in the the person or destruction of the thing will ter company. Ilis characters as stockholder and minate the obligation ; and when a corporation employee being quite distinct. Re Dale, L. R. is a party to such contract its dissolution or 43 Ch. Div. 255, 59 L. J. Ch. N. S. 180, 62 L. T. civil death ends it,-yet such is not the rule if N. S. 215. such dissolution be voluntary, for it is equally Salary due the secretary of a corporation for an implied condition of all corporate contracts services as such down to the winding up is a