Imagens das páginas

cestui que trust, exercised within a reason. | changed that it would be inequitable to vaable time. I can see no further safe modifi- cate the engagement, equity would refuse cation or relaxation of the principle than to interpose.” this." In the late case of United States On this question, it is useless to multiply Steel Corp. v. Hodge, 64 N. J. Eq. 807, 60 authorities, for the principle is in perfect L. R. A. 742, 54 Atl. 1, decided February 18, accord with both justice and common sense, 1903, Van Syckel, J., said: “It is a settled and underlies the whole doctrine of compenrule of corporation law that the personal sation. It is the principle of estoppel that interest of directors renders a transaction gives the right to recovery for outlay and voidable at the option of the stockholders, expenses where performance of a contract and not void per se. Under the declaration has been wrongfully prevented. United of this court in the case last cited the share. Siates v. Behan, 110 U. S. 338, 28 L. ed. 168, holders may, within a reasonable time after 4 Sup. Ct. Rep. 81. It is on the basis of the disclosure to them of the interest of a compensation, not punishment. Equity does director, elect to avoid the contract; but, if not permit parties to play fast and loose an unreasonable time is allowed to elapse with a contract, when they know money is without exercising such option, during being expended, labor performed, and obligawhich the position of directors becomes so tions contracted on the faith of it. They the case in New York, the Ohio corporation The decision in People v. Globe Mut. L. Ins. might lawfully have continued in business, and Co. 91 N. Y. 174, notwithstanding an intimathe agent was at liberty to go on and perform

tion in the opinion that the insolvency of a corhis services under his contract. Tue vnio tribu- poration is equivalent to death in cases of connal did not consider the effect of stopping per tract for skilled personal services, was not restformance of such a contract before either party ed upon that ground, but was based upon the had committed a breach, and of prohibiting eo proposition that the service was interrupted by instanti both parties from going on with it by the act of the state, and that it was not shown the sovereign power of the state.

that dissolution was the result of any fault of

the corporation. Bolles v. Crescent Drug & 4. With ordinary employees.

Chemical Co. 53 N. J. Eq. 614, 32 Atl. 1061.

One employed at a stated salary under a When a corporation contracts with an indi written contract by a corporation, which, bevidual for his services at a stated compensa- coming insolvent, made a general assignment tion, to be rendered until the corporation is dis

for the benefit of its creditors, and who consolved, and otherwise to end only by the death

tinued in the discharge of his duties until after of the employee or his refusal to further serve,

the assignment, and until discharged by the asit is not discharged by ceasing wholly to do signee, is a claimant for damages for the breach business because it is unprofitable, followed by

of his contract, and when he diligently seeks a vote of the stockholders to surrender the other employment, and makes the most advancharter and wind up the business. Revere v. tagevus agreement open to him, is entitled to Boston Copper Co. 13 l’ick. 351.

participate in the distribution of the assigned When a corporation ceases to do business,

estate on the basis of his contracted salary afand breaks up its establishment, and its stock ter crediting the earnings of his subsequent new holders vote to dissolve and wind up its busi- employment. Parker v. Hull, 46 Ill. App. 471. ness; and it has a running contract for the

Where a corporation ceases, in consequence services of an individual at a stipulated annual

of the destruction of its works by fire, to carry salary, and notifies him it has no further use on its business, the fact is no defense to the for his services,- he is discharged from his ob claim of an employee hired unqualifiedly for a ligation to serve them exclusively, and has a year for damages because of his discharge for claim for damages, the measure of which is in that reason. Eastman v. Eastman & M. Co. 1 demnity for the loss he has sustained by reason

N. Y. Supp. 16. of not being longer employed and paid: Ibid. The fact that a corporation has been sold out When the contract of service of a salaried

on execution does not justify an employee in employee of a corporation is terminated before treating as abrogated a contract with it for his the end of the time limited for its continuance, services. Nash v. H. R. Gladding Co. 118 Mich. by a judgment of insolvency against the cor 529, 77 N. W. 7. poration and appointment of a receiver to col The insolvency of individuals, followed by an lect and distribute its assets according to law, assignment for creditors, a discontinuance of such employee is a claimant for damages caused

business, dissolution of their partnership, and by the breach of his contract for service, and discharge of their employees, will not absolve entitled, as such, to participate with other

them from their obligation to pay salary to an creditors in the distribution of the corporate employee without fault whose term of employassets. Spader v. Mural Decoration Mfg. Co. ment has not expired, if he does not assent to 47 N. J. Eq. 18, 20 Atl. 378.

the termination of his contract. Vanuxem v. The difficulty which led the English courts Bostwick, 19 W. N. C. 74, 7 Atl. 598. to disallow claims against bankrupt corpora Insolvency of a corporate employer does not tions for damages for breaches of contracts for put an end to a contract to pay for services so personal services of employees occasioned by as to deprive the employee of his salary after and accruing subsequent to the bankruptcy of the insolvency. Hassenfus Philadelphia the company, under the English bankrupt act Packing & Provision Co. 15 Pa. Co. Ct. 650, before 1861 was the omission from that statute Following Vanuxem v. Bostwick, 19 W. N. C. of all provisions for the ascertaining of such 74, 7 Atl. 598. damages. Ibid.

The appointment by a court of chancery, at

cannot take an equivocal position, waiting, terminated, there is nothing in the former for time to reveal whether it will prove to decision to deprive him of it. The language be a good contract or a bad contract, and of both the opinion and syllabus is broad then accept it or reject it as may best sub- enough to carry it, and the principles deserve their own interest. Neither law nor clared do not inhibit it. So, according to equity permits any person intentionally to both the letter and the spirit of the decision, mislead another to his injury. Having, by he is entitled to it, unless precluded on some their silence, led Thompson to believe that other ground. they would not disavow his contract, their Another objection urged against the alobjection to it, after he has acted upon it, lowance of Thompson's claim is the alleged comes too late to deprive him of compensa- purchase by him of the property of the tion for his labor and outlay.

Blackwater Boom & Lumber Company at Having thus seen that no principle of the sale under the decree of June 23, 1893, law, nor any decided case, withholds from and confirmed by the decree of August 4, the appellee compensation for his outlay, as 1893, as to which sale, and the terms and the legal consequence of the termination of conditions thereof, see the opinion filed on his contract before completion thereof on the former appeal. 46 W. Va. 56, 59, 33 S. either of the two grounds on which it was E. 125. The ostensible purchaser at this the instance of debenture bondholders, of a of sequestration worked a dissolution of the manager and receiver of a corporation, is like corporation and differentiated the case from the case of a mortgagee taking possession upon those wherein only a temporary receiver penthe default of the mortgagor, and is equivalent dente lite had been appointed and the corporate to a dismissal of the latter's servants, and that life continued. Then, said he, the assets of the dismissal is so far wrongiul as to afford the company were subject to the claims of existing enployees rights of action where they have run creditors at the time of the receiver's appoint. ning contracts protecting them from summary ment, and until these were satisfied could not discharge. An employee, however, who may be be used for any other purpose. At that time no discharged upon notice of a stated length of liability bad accrued to the employee, and time, and who is continued in service of the might never accrue. He added that, if the cormanager and receiver for the period to be cov poration continues in existence, there may be a ered by such notice, has no cause of action, for valid claim against it; but there is not a right he has not been damnified. Reid v. Explosives to share in the fund to the detriment of other Co. L. R. 19 Q. B. Div. 264, 56 L. J. Q. B. N. S. creditors. 388, 57 L, T. N. S. 439, 35 Week. Rep. 509. In England an order for winding up a cor

X. Remedies. poration uunder the companies act of 1862 operates as a notice of discharge of clerks and ser

a. Abstract. vants from the employ of the corporation. Re General Rolling Stock Co. 35 Beav. 207, L. R. 1 Wiatever technical difficulties exist in mainEq. 346, 12 Jur. N. S. 44.

taining an action at law by or against a corpoWhen an English corporation becomes hoperation after its charter has been repealed, in lessly and irretrievably insolvent, and there is the apprehension of a court of equity there is really nothing for its clerks to do, a notice, a no difficulty in a creditor following the property few days after the winding-up order under the of a corporation into the hands of anyone not companies act of 1862, that their services are a bona fide creditor or purchaser, and asserting not longer required, may be considered as dat his lien thereon, and obtaining satisfaction of ing back to the day of the order ; but where his debt out of that fund specifically set apart there is a special contract, and the clerk con for its payment when the debt was contracted tinues in the employment, he is entitled to his and charged with a trust for all the creditors salary. Re Engiish Joint Stock Bank, L. R. 3 when in the hands of the corporation; which Eq. 341, 15 L. T. N. S. 528.

trust the repcal of the charter does not deBut in New York one employed by a corpora-stroy. Curran v. Arkansas, 15 How. 304, 14 L. tion for a year at an annual salary, and dis ed. 705. charged before it expires by a receiver ap Although by dissolution debts due to or from pointed in an action by a judgment creditor to a corporation are extinguished because there sequestrate and distribute the corporate prop- is no one in law to sue or be sued, yet the indierty, and who has sustained damages in the viduals who composed such corporation (and amount of the balance of his stipulated salary corporations aggregate are but associations of into the end of the year less what he earns in dividuals) may, by contract or in law, neverthe meantime, cannot participate in the re theless have incurred liabilities which will surceipt of dividends to creditors, since he was vive their charter, and be enforced at law or in not, at the appointment of the receiver, a cred equity according to the circumstances of the itor of the corporation, there having up to that case. Hightower v. Thornton, 8 Ga. 486, 52 time been no breach of his contract. Eddy v. Am. Dec. 412. Co-operative Dress Asso. 3 N. Y. Civ. Proc. Rep. I must think, said Lumpkin, J., of the su442.

preme court of Georgia, that the legal world In reaching this conclusion, Cullen, J., relied with great unanimity will hold that the science upon and followed the case of People v. Globe of jurisprudence is deplorably defective if the Mut. L. Ins. Co., at that time only decided by assets of a corporation, and among these the the New York supreme court (64 How. Pr. capital stock authorized to be invested and to 240), but later aflirmed by the court of appeals which the public looks with confidence for se. (91 N. Y. 174). He held that the final decree'curity and indemnity, cannot be rescued "as

sale was W. H. Osterhout, but the Thomp- of timber to be cut at the mill under con.sons, the appellee and his son, F. E. Thomp. tract. The appellee then resumed the manson, furnished him, on some sort of terms, agement of the mill and property, paid part part, if not all, of the money for the cash of the money due on the notes, and in 1898 payment, and became his sureties on the purchased the interest of Osterhout, and is notes for the deferred payments. After the now substantially the owner of all the propsale a new mill was purchased and erected erty. He claims to have sold to the new in the place of the one which had been company his locomotives, cars, steel rails, burned down under the receivership, a new splices, teams, camp outfits, tools, and apcompany was organized,—the Blackwater pliances of all kinds. In addition to the Lumber Company,--and the stocking, cut. circumstances indicating that the Thompting, and marketing of the timber were re sons were the real purchasers, a witness tessumed under the management of Frank E. tifies that he had a conversation with them Thompson, and so continued until the time and Osterhout, in which they assured him of his death, by which event the appellee that the mill and stocking business would became the owner, by the statutes of de- go on after the sale as they had been run scent and distribution, of all the estate of prior thereto. Thompson denies having F. E. Thompson, including a large amount 'made the purchase. Whether the charge is planks from the wreck," and saved for deposit- | ers, the New York commission of appeals, by ors, bill holders, and other creditors; and that, Reynolds, C., said: With the nice distinction although the corporation is dissolved, with or between law and equity, we are not troubled in without legislative interference, a court of this case, nor even as to the form of the ac. equity will devise a mode for the purposes or tion. The plaintiff is a creditor of the corporathe remedy to hoid the true parties to their just tion upon a judgment duly obtained, and the obligations. Ibid.

company has no property in the state that can

be taken on execution. The defendant is found b. Concrete.

in possession of corporate assets more than sui

ficient to pay the plaintiff's demand, and the The doctrine is clearly established that courts

law requires that he should pay it. It does not of equity are without jurisdiction to decr the matter how he got it, whether by fair agree. dissolution of a corporation and the forfeiture ment with his associates, or wrongful act; it is of its franchise, either at the suit of an indi-enough that he had it, and that it should have vidual or the state, unless such jurisdiction is

been devoted to paying the corporate debts. conferred by statute. But, in virtue of its gen

His claim as a stockholder cannot prevail over eral jurisdiction over trusts, and to give relief a creditor's prior right. Bartlett v. Drew, 57 where legal remedies are inadequate, a court of N. 1. 587, Followed in Hastings v. Drew, 76 equity may, recognizing the existence of a cor

N. Y. 9. poration, interpose to prevent dissipation and

A transfer by a corporation of all its propmisapplication of its property and assets when erty and assets, which involves the destruction it has ceased to do business, and make a just of the corporation and an abandonment of the and equitable distribution thereof to whatever purposes of its organization, is illegal as against creditors and shareholders may be thereunto en creditors whose rights thereby are sacrificed titled. Stamm v. Northwestern Mut. Ben. Asso. and whose remedies thus are destroyed. Cole 63 Mich. 317, 32 N. W. 710.

v. Millerton Iron Co. 133 N. Y. 164, 28 Am. St. A suit in equity against the stockholders of Rep. 615, 30 N. E. 847. an insolvent corporation may be maintained to

The mere fact that the property of a corporacollect unpaid subscriptions to be applied in tion is a trust fund for the payment of creditors payment of the corporate debts. Robison v.

does not authorize the creditor to ask a court Carey, 8 Ga. 531.

of equity to follow it into the hands of the A stockholder in an insolvent corporation is stockholders and decree its payment to him, liable for his subscription as part of a trust

without alleging facts to show that his legal fund for benefit of creditors. Scott v. Latimer, remedy would be unavailing and the interposi33 C. C. A. 1, 60 U. S. App. 720, 89 Fed. 852. tion of a court of equity needful to enable him When a statute affords a remedy against

to obtain payment of his demand. Dudley v. stockholders to creditors of an existing corpo- Price, 10 B. Mon. 84. ration, the remedy is open, although the corpo The mere fact that a corporation is an inration has ceased active operations, and has no

solvent debtor in the insolvent court of a state, persons in office as president, directors, etc., and there has been appointed therein an asprovided there has been no actual dissolution, signee of its property, will not bar, even in expiration of charter, or forfeiture of the fran-equity, one of its contract creditors from prochise. Curry v. Woodward, 53 Ala. 371.

ceeding to judgment against it in an action at Notwithstanding the annulment of the char- / law, when the insolvency proceedings cannot by ter of a corporation by the judgment of a com

statute eventuate in the discharge of the corpetent court in quo warranto proceedings insti- porate debtor, and when, also, by statute, the tuted by the state, its creditors may compel the

creditor must optain judgment against the subscribers to its stock to pay up their sub-corporation before he can pursue its stockhold. seriptions, although these were repudiated upon Miller v. Waldoborough Packing Co. 88 the ground the corporation had no legal exist Me. 603, 34 Atl. 527. ence. Gaff v. Flesher, 33 Ohio St. 107.

A creditor of a bank upon its circulating In sustaining the right of a judgment cred notes after the corporate charter has expired itor of a dissolved and insolvent corporation to cannot maintain an action at law against one of recover the debt against one of the stockhold its stockholders predicated upon the division of


true is not of controlling importance, for | H. C. Harness, H. J. Cooper, J. W. Parsons, reasons now to be given.

C. S. Harness, I. H. Kuykendall, Jacob Van Having erected its mill and obtained con- Meter, and Ann Van Meter. In all the tracts of purchase of the timber standing on contracts for the purchase of the timber on large tracts of land in the vicinity thereof, these lands by the Blackwater Boom & and commenced its operations, the Blackwa- Luniber Company, there were certain ter Boom & Lumber Company, on the 18th covenants, and, among others, time limits day of June, 1890, entered into a contract for the removal of the timber; and the with S. W. Thompson and the appellee, Al- contract made with the Thompsons contain bert Thompson, for cutting and delivering this clause: "All of said contracts are to said timber at the mill at certain specified be kept and observed as to detail by said prices per thousand feet. The lands men- | Thompsons as binding upon them.” Part of tioned in the contract from which the tim- these lands lay along and near enough to ber was to be so taken are those of the the river to make it practicable to put the Marshall Coal & Lumber Company, contain- logs into it and drive them to the mill, ing 12,000 acres, lying on both sides of the while from others the timber had to be Blackwater river, H. C. Davis & Bros., Wm. hauled. So the contract required the H. Harness, J. G. Harness, W. W. Harness,' Tliompsons to put the logs into the “mill the capital among them on the dissolution | 943, 32 S. W. 1097 ; McClaren v. Union Roller without adequate provision to pay the note Mills & Elevator Co. 95 Tenn. 696, 35 S. W. 88. holders ; the only remedy is by bill in chancery Companies created in Delaware with bankin behalf of all creditors, bringing in the stock- ing powers are corporations unlike the English holders and compelling restitution and pro rara incorporated towns. They are mere creatures distribution according to the justice of the of the law deriving existence and all rights and case. Vose v. Grant, 15 Mass. 505.

powers, expressly or incidentally, from the law There is no mode at common law whereby a which created them. Perpetual succession is single creditor of a banking corporation whose not one of their attributes. In their charter the charter has expired by limitation can compel days of their existence are numbered, and their any one stockholder to pay him the amount of period of dissolution fixed. If their charter be his stock. If any remedy to this effect exists it not extended, the moment that period arrives must be sought in a tribunal having power to the corporation stands, not dormant, disabled, act over the whole subject matter equitably, or incapable of action merely, but absolutely and so as to adjust the varied claims and di- dissolved, civilly dead, without life or being, verse liabilities, and make a final and just dis and altogether at an end. Their condition when tribution to those entitled to the fund. Spear v. their charters expire is not the same as that of Grant, 16 Mass. 9.

an incorporated town which has failed to elect XI. Construction and effect of statutes.

its oficers and thus become inactive. Their life

has gone out by their own constitution; they Admitting that, in the absence of any statute are not simply without active being through to the contrary, the common-law rule that the failure to do what they were entitled to do. civil death of a corporation extinguishes all They are dead, not dormant, and the principles debts due to or from it still applies to actions

of law applicable to a corporation thus dormant at law, yet, as it is manifest that the modern or disabled are not the same as those which business and commercial corporation is not apply to a corporation dissolved or civilly dead. within the reason of the rule, and that the rule An act of the legislature may awake and reitself has been generally superseded by legisla vive the one; it can only create a new corporation, the provisions of a statute in point ought tion in the place of that which became defunct. to be so construed, if possible, as to keep the Commercial Bank Lockwood, 2 Harr. case out of the rule and accomplish the mani. (Del.) 8. fest purpose of the legislature, viz., to allow a The legislature of New York, by its act of corporation to terminate its existence and col- April 9th, 1811 (1 Rev. Stat. 248), re-enacted lect and distribute its assets in its own name in the revision of 1830 (1 Rev. Stat. 600, $$ 9, whenever and by any means deemed best by its 10), to the effect that, upon the dissolution of stockholders. Wallamet Falls Canal & Lock Co. any corporation, its directors or others apv. Kittridge, 5 Sawy. 44, Fed. Cas. No. 17,105. pointed by competent authority shall be trus

Insolvency, as applied to corporations, and tees for its creditors and stockholders to settle which brings into play the statute of New Jer its affairs, collect its outstandings, pay its sey (P. L. 1896, pp. 277, 298) giving effect to debts, and divide among its stockholders what is the American trust-fund doctrine, denotes "a

let't after paying necessary expenses, took general inability to meet pecuniary liabilities means to remedy the gross injustice of the comas they mature by means of either available mon law rule, and abolished it, establishing the assets or an honest use of credit." Empire equitable rule in its stead. Owen v. Smith, 31 State Trust Co. v. Wm. F. Fisher & Co. (N. J.) Barb. 641. 60 Atl. 940.

In New York the dissolution of a corporaIn Tennessee, although the liabilities of a tion does not have the effect to terminate a corporation greatly exceed its assets, it is not lease for years and discharge a covenant to insolvent, in such sense as to make its assets a

pay rent.

Under the statutes of that state, trust fund for pro rata distribution to its cred upon the dissolution of a corporation its assets itors, if it continues a going concern

become a trust fund for the payment of its ducting business in the ordinary way. Trades debts, and these include debts to mature as well man Pub. Co. v. Knoxville Car Wheel Co. 95 as accrued indebtedness, and all engagements Tenn. 631, 31 L. R. A. 593, 19 Am. St. Rep. entered into by the corporation which have



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pond at Davis in summer and to bullchain | by said company in stocking and driving as in winter." Owning the land on both sides follows, to wit, horses, harness, wagons, of the Blackwater river, the Marshall Coal tools, supplies, and camp outfits; also & Lumber Company, in its contract of sale company's blacksmith shop at Davis, with of the timber to the Blackwater Boom & | its tools and supplies in shop and ordered : Lumber Company, granted to it the free and all effects at a fair valuation, but if parties exclusive use of the river and its branches cannot agree at a fair valuation then the for floating, booming, and manufacturing valuation of above property shall be decided its timber, with the right to erect dams and by a board of arbitration, to be composed of mills for such purpose, and also the right parties agreeable to both parties hereto. It to construct, on its lands, tramroads for is mutually agreed that 'one have' the purhauling the timber.

chase price of above property be paid on In the light of these facts, the following 20th Aug. and one half be paid on 20th clauses of the Thompson stocking contract Sept., 1890. are to be read and kept in mind, together "11th. It is mutually agreed by the parwith what Thompson did under the contract, ties hereto that in case any improvements in order to clearly understand his situation not sold as above provided for be used by when the property and rights of the Black said Thompsons, such as camps, slides, etc., water Boom & Lumber Company were sold said Thompsons agree to pay for use of free and discharged from the obligations of

same, excepting camps along the river, for his contract:

which no charge is to be made, for a consid“9th. Said Thompsons agree to make all

eration to be agreed upon. river improvements and repairs to river

“12th. The Blackwater Boom & Lumber piers, dams, booms, etc., while said river improvements are used by them, excepting al- Company agree to grant to said S. W. and A. ways dams, piers, booms, etc., at the mill; Thompson all the rights and privileges held but said Thompsons agree to renew the by them under the Marshall C. & S. Company boom and renew the piers, down to the contract and under other contracts to erect water even at the mill pond, once during dams, booms, piers, and erect and build this contract when said boom and piers need bridges and tramroads, but only for the said repairs; and said Blackwater Boom & purpose of carrying out this contract; and Lumber Company agree to furnish the stand the said Blackwater Boom & Lumber Coming timber for said repairs to Davis boom pany agree to proceed under their contract and piers at mill.

for the purpose of condemning rights of way, “10. The Blackwater Boom & Lumber etc., provided said Thompsons pay all costs, Company agree to sell, and S. W. and A. judgments, and damages under said conThompson agree to purchase, all effects used demnation proceedings, always provided not been fully satisfied or canceled. People v. charter, or a decree of forfeiture by a compeNational Trust ('o. 82 N. Y. 283.

tent judicial tribunal, in Iowa, by statute (Rev. A lessor, therefore, is entitled to recover sub- Stat. 1865, $ 1171), such a dissolution does not sequently accruing rent to the end of the lease take away the power to act in winding up its from the receiver of such a dissolved corpora- affairs, or the right of a creditor (in equity, at tion, and, in case the premises have been va- least) to relief from the inequitable conse. cated, and he relets them to a new tenant, he quences of such a dissolution. Muscatine Turn is entitled to the difference between the new Verein v. Funck, 18 Iowa, 469. rent received and that reserved in the lease. Under the provisions

for People v. St. Nicholas Bank, 151 N. Y. 592, 45 placing the property of insolvent banks and N. E. 1129.

trust companies in the custody of the law, to be A statute for the winding up, through a converted into money and divided among their receiver of corporations adjudged insolvent, creditors, upon the appointment o an assignee whereby the corporate assets including rights the corporation is practically dissolved. The inof action, damages, and demands of every na- solvency proceedings do not revoke corporate ture existing at the time of the insolvency, or contracts, nor excuse the corporation from per: accruing subsequently thereto, are to be col forming them. They disable it from performing lected by the receiver, and their proceeds dis. the executory parts of such contracts, and en tributed by him among the creditors of the cor- title the other parties to them to an allowance poration in proportion to the amounts of their of reasonable damages for the breaches of condebts, does not use the terms "creditors" and

tract thus occasioned. Bank Comrs. v. New "debts" in any narrow, restrictive, or technical Hampshire Trust Co. 69 N. H. 621, 44 Atl. sense, but as covering all just liabilities, includ. ing claims for damages for breaches of contract

The common-law rule respecting the effect of for personal service. Spader v. Mural Decora- dissolution upon the property and assets of a tion Mfg. Co. 47 N. J. Eq. 18, 20 Atl. 378.

corporation does not, under the statutes of Whether, upon general principles, the disso. Texas, apply to stock corporations. On the dislution of a corporation by the voluntary act of solution of a stock corporation in that state its its stockholders has the same effect upon the assets become a trust fund for the discharge status of its property and the rights of cred- of its liabilities, and the surplus belongs to the itors as does its extinction by expiration of its shareholders. Equity will always find means to





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