cellor under this act shall be considered as depending in the court of chancery, and the orders and decisions carried into effect the same as in other causes of equity jurisdiction.

83. Corporation not to transact business after appointment of receiver. Forfeiture of charter.

[This section is given as amended by the act of March 8th, 1877. P. L. 1877, p. 74. That act also adds a further amendment, which will be found below in section 131.] Whenever an injunction shall have been granted against any incorporated company, as provided for in this act, and a receiver or receivers or trustee or trustees, shall have been appointed, as further provided for, and said injunction and appointment shall have continued for four months, it shall not be lawful for the stockholders or directors of said corporation, or any other person whatever to use or exercise the franchises of such corporation, or to transact any business in their name, or by color of their charter, except such as may be necessary to collect their property and assets, and to sell the same, and distribute the proceeds among the creditors and stockholders of said corporation; and that for all other purposes the chancellor may at any time, by order, in such suit or proceeding, with or without notice to any one, and without any further proceedings or judgment, declare the charter of said corporation forfeited and void. (Vide section 131.)

84. Mortgaged property in litigation may be sold free of

all liens.

Where the property of an insolvent corporation, in the hands of a receiver or receivers or trustee or trustees appointed under the laws of this state, is encumbered with mortgages or other liens, the legality of which is brought in question, and the property is of a character materially to deteriorate in value pending the litigation, the court of chancery may order such receiver or receivers, or trustee or trustees to sell the same, clear of encumbrances, at public or private sale, for the best price that can be obtained, (p) bringing the money into the court of chancery, there to remain subject to the same liens and equities of all parties in interest, as was the property before it was sold, and to be disposed of as the said court, by its decree, shall order and direct.

85. Franchise of railroad, canal, etc., may be sold. Whenever receivers or trustees, appointed or to be appointed

(p) This provision is remedial in its nature, and must be construed accordingly. The words "the legality of which is brought into question," extend to all litigation between encumbrancers, respecting the validity, extent or priority of their liens. 12 C. E. Gr. 557. (Vide section 131.)

by virtue of this act, for the creditors and stockholders of any company, shall have charge of any canal, railroad, turnpike or other work of a public nature, in which the value of the work is dependent upon the franchise, and in the continuance of which the public as well as the corporators and creditors of such company have an interest, it shall be lawful for such receivers or trustees to sell or lease the principal work for the construction whereof the said company were incorporated, together with all the chartered rights, privileges and franchises belonging to said company and appertaining to such principal work; and the purchaser or purchasers, lessee or lessees of such principal work, chartered rights, privileges and franchises, shall thereafter hold, use and enjoy the same during the whole of the residue of the term limited in the charter of said company, or during the term in such lease specified, in as full and ample a manner as the stockholders of such company could or might have used and enjoyed the same; subject, however, to all the restrictions, limitations, and conditions contained in such charter; provided, that nothing in this section contained shall be so construed as to apply to or in any wise affect any corporation authorized by law to exercise banking privileges.

86. None of the provisions relative to insolvency apply to religious or literary societies.

Nothing in this act contained relating to insolvent corporations shall apply to any incorporated literary or religious society, or any corporation not formed for purposes of gain, or destroy or impair any right or remedy already existing against any incorporated company.

87. Process against a corporation to be summons. Method of service.

When any personal action (9) shall be commenced against a corporation in any of the courts of law of this state, the first process to be made use of may be a summons, a copy whereof shall be served on the president, or other head officer of the said corporation, or left at his dwelling-house or usual place of abode, at least six entire days before its return; and in case the president or other head officer of the said corporation cannot be found in this

(9) The eighty-seventh and eighty-eighth sections do not apply to prerogative writs, which are enforceable only by attachments for contempt; they relate only to personal actions where the fruits of litigation are secured by a common law judgment. Freeholders of Mercer v. Pennu. R. R. Co., 12 Vr. 250. (Vide section 134.)

state, to be served with process as aforesaid, and has no dwellinghouse, or usual place of abode within this state, then a copy of the said summons shall be served on the clerk or secretary of the said corporation, if any there be, and if no clerk or secretary, then on one of the directors of the corporation, or left at his dwelling-house or usual place of abode, six entire days before its return. (r)

88. Service of process on foreign corporations.

In all personal suits or actions hereafter brought in any court of this state against any foreign corporation or body corporate, not holding its charter under the laws of this state, process may be served upon any officer, director, agent, clerk or engineer of such corporation or body corporate, either personally or by leaving a copy thereof at the dwelling-house or usual place of abode of such officer, director, agent, clerk or engineer, (s) or by leaving a true copy of such process at the office, depot or usual place of business of such foreign corporation or body corporate, and such service shall be good and valid to all intents and purposes.

mons

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89. When the sheriff or other officer shall return such sum"served" or summoned," the defendant shall be considered as appearing in court, and may be proceeded against accordingly. (t)

90. Publication when summons not served.

In case the sheriff or other officer shall return such summons "not served" or "not summoned," and an affidavit shall be made to the satisfaction of the court that process cannot be served as mentioned in the eighty-seventh section of this act, then the court shall make an order directing the defendants to cause their appearance to be entered to the said action, on or before the first day of the next term of the said court, a copy of which order

(r) This section only applies to process issued in the higher courts, and not to justices' courts. 7 Vr. 361. Service on a foreman is bad. 1 Harr. 454. So, on a book-keeper. 5 Vr. 322. But service on any officer or agent whose official duty would require him to notify the governing board is good. Ibid. (s) If a corporation makes a contract in a state other than that in which it was chartered, it thereby submits itself to the jurisdiction of such foreign sovereignty, so far as to be liable to suit therein in regard to that contract. Moulin v. Ins. Co., 4 Zab. 222; 1 Dutch. 57; National, &c., Co. v. Bradenburgh, 11 Vr. 111. When a foreign corporation enters this state for the transaction of business, the person to whom it commits the management of its business here becomes the agent of the corporation for the purpose of receiving service of process in all actions arising in this state out of the conduct of the business. Norton v. Berlin Iron Bridge Co., 22 Vr. 442. Vide section 134.

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(t) What a sheriff, in his return, adds to the statutory return "served" or 'summoned," is surplusage. 22 Vr. 442.

shall, within twenty days, be inserted in one of the public newspapers printed in this state, for at least six weeks, and a copy of the same order shall also be posted up within the time aforesaid, in three public places in this state, as shall be ordered by the said court, for at least six weeks, and if the defendants shall not appear within the time limited by such order, or within such further time as the court shall appoint, then on proof made of the due publication of such order, the court being satisfied of the truth thereof, shall order the clerk to make an appearance for the defendants, and thereupon the action shall be further proceeded in as if the said defendants had caused their appearance to be entered to the said action.

91. The action is a lien on the company's lands.

It shall not be lawful for any corporation, against whom any order shall be made for publication, as aforesaid, after the entry of the said order in the minutes of the court, to grant, bargain, sell, alien or convey any lands, tenements or real estate in this state (in case the said summons issued out of the supreme court), or in the county in which the said summons shall have been issued (in case the said summons issued out of one of the inferior courts of common pleas in this state), of which said corporation shall be seized or entitled to at the time of making such order, until the plaintiff in the action shall be satisfied his legal demand, or until judgment shall be entered for the defendants; and the said action shall be and remain a lien on such lands, tenements and real estate, from the time of entering the said order for publication in the minutes of the court, and the said lands, tenements and real estate shall and may be sold on execution, as if no conveyance had been made by the said corporation.

92. Dissolution of corporation does not abate suits.

In any action now depending or to be commenced in any court of record of this state, against any corporation now or heretofore existing, or that may be created hereafter, if said corporation become dissolved, by the expiration of its charter or otherwise, before final judgment obtained therein, the said action shall not abate by reason thereof; but the dissolution of said corporation being suggested, and the names of the trustees or other legal representatives of said corporation being entered upon the record, the same action shall proceed to final judgment against said trustees or other legal representatives by the names of the corporation. (See sections 65, 149.)

2. AGAINST DIRECTORS AND STOCKHOLDERS.

93. Liabilities of officers and directors may be enforced by action on the case.

When any of the officers or directors of any company, or stockholders thereof shall be liable, by the provisions of this act, to pay the debts of such company, or any part thereof, any person to whom they shall be so liable may have an action on the case against any one or more of the said officers, directors or stockholders; and the declaration in such action shall state the claim against the company, and the ground on which the plaintiff expects to charge the defendants personally. (u)

94. Or by bill in chancery.

When any of the said officers, directors or stockholders are liable, as mentioned in this act, for the debts of any such company, or any part thereof, the person to whom they are so liable may, instead of the other proceedings mentioned in this act, have his remedy against the said officers, directors or stockholders by a bill in chancery.(v)

95. Officers and stockholders who pay company's debts may recover of company.

Any officer, director or stockholder of a company, who shall pay any debt of the company for which he is made liable by the provisions of this act, may recover the amount so paid, in an action against the company for money paid for their use, in which action the property of the company only shall be liable to be taken, and not the property of any stockholder.

96. Property of director or stockholder not to be sold for company's debt until execution has issued against the company and been returned unsatisfied.

No sale or other satisfaction shall be had of the property of any director or stockholder for any debt of the corporation of which he is such director or stockholder till judgment shall have been obtained therefor against such corporation, and execution

(u) The provisions which make directors and officers personally liable for the debts of the company are for the benefit of creditors, and not stockholders. 11 C. E. Gr. 219. Personal liability of directors and stockholders is inconsistent with the idea of a body corporate at common law, and can only arise out of some statutory provision. 11 Vr. 52.

all.

(v) The proceeding must be by a general creditor's bill for the benefit of Wetherbee v. Baker, 8 Stew. Eq. 507; Bickley v. Schlag, 1 Dick. Ch. Rep.

533.