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of a corporation, whether by the expiration of its franchise, the forfeiture of its privileges, or as the result of its insolvency, is governed and controlled by its charter and the law of the corporate domicile.' And although the company may have committed an act which is legal ground for the vacation of its charter, still, until the proper public officer of the State creating the company acts, and a decree of a proper tribunal is had, the corporation remains for all the purposes of its creation, and with all the legal capacity it ever possessed.' But where a revolutionary government in a foreign country which had not yet been recognized by the United States, made a decree dissolving a corporation created by its predecessor, for default in certain conditions prescribed by the charter, the Massachusetts court ruled that the dissolution of the company must be held to have taken place at the date of the decree. This principle is in nowise affected by the fact that the trustees of the foreign company are resident within the jurisdiction.*

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§ 475.

Same-Validity of Decree. Of course, a decree of dissolution is of no validity, and does not affect the corporate existence unless entered by a court of competent jurisdiction. We have noted but one case, however, in which such a decree, entered by a foreign court of general jurisdiction, has

1 Society, etc. v. New Haven, 8 Wheat. 464; Wilkins v. Thorne, 60 Md. 253, 258; Importing, etc. Co. v. Locke, 50 Ala. 332; Merrick v. Van Santvoord, 34 N. Y. 208; Murray v. Vanderbilt, 39 Barb. 140. Compare Howell v. Chicago, etc. R. Co., 51 Barb. 378.

2 Barclay v. Talman, 4 Edw. Ch. 123. See also Remington v. Samana Bay Co., 140 Mass. 494, 5 N. E. Rep. 292.

3 Remington v. Samana Bay Co., 140 Mass. 494, 5 N. E. Rep. 292. Compare Lea v. American Atlantic, etc. Co., 3 Abb. Pr. (N. S.) 1; Murray v. Vanderbilt, 39 Barb. 140.

4 Redmond v. Endfield Mnfg. Co., 13 Abb. Pr. (N. S.) 332.

been challenged upon the ground of a want of power in the court. In Folger v. Columbian Ins. Co.,' the Massachusetts court (GRAY, J., delivering the opinion) took the view that no presumption would be indulged in favor of the power of a court to dissolve a corporation, from the fact that it is a court of general jurisdiction in law and equity over persons and corporations, and held a decree of the New York Supreme Court dissolving a New York corporation to be void and of no effect, there being no statute specifically vesting the court with such a jurisdiction. A subsequent decision of the New York Court of Appeals sustains this view, limiting the power of the Supreme Court to the appointment of a receiver."

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§ 476. Same-Interstate Consolidated Company. -Where a company is in existence under charters from each of several States, the power of each sovereign, over the franchise granted by it, its right to revoke or forfeit it, is not affected by that circumOf course, under such circumstances, the decree of dissolution of each State will only extend to its own charter, leaving the grants of other States unaffected. It has been held, too, that the foreclosure of a mortgage is a local proceeding, and even where there was no question of dissolution of the company, which was an interstate consolidated railroad company possessing a road and other assets within the limits of several States, the fact of the appointment of receivers at the instance of the mortgagors, by a Federal court in one of the States to take charge of the whole property, will not oust the

199 Mass. 267.

2 Osgood v. Maguire, 61 N. Y. 524.

3 Hart v. Boston, etc. R. Co., 40 Conn. 524, 539.

jurisdiction of the Federal court in another of such States to remove the receivers so appointed and to foreclose the mortgage at the instance of the mortgagees as to the property within that jurisdiction, and to appoint other receivers within that jurisdiction of such property there.'

§ 477.

Effect of Dissolution-On Corporate Powers. The dissolution of a corporation must be distinguished from its insolvency. The latter is in nowise incompatible with its continued existence as a legal entity, for the possession of property is not essential to corporate life. But, however, the dissolution takes place, whether by expiration of the period limited in its charter, or by the abandonment or forfeiture of the corporate privilege, or by the repeal of the charter by the sovereign which granted it, the effect is the same. The corporate franchise, unless temporarily kept alive for special purposes by express enactment, is absolutely extinguished. The corporation is dead, and all corporate power is gone. Of course, then, the effect of a dissolution must extend to the operations of the company in foreign jurisdictions as well as at home. For instance, a suit brought in another State in the name of a company, after a decree of dissolution in a court of competent jurisdiction of the corporate domicile, and an order appointing a receiver, will be dismissed."

§ 478. Same-On Pending Actions.-By dissolution the company is rendered incapable of maintaining or defending an action, and such an order

1 Atkins v. Wabash, etc. R. Co., 29 Fed. Rep. 161. Compare Wilmer v. Atlantic, ete. R. Co., 2 Woods, 409.

2 Merchants' Loan & Transp. Co. v. Clair, 107 N. Y. 663, 14 N. E. Rep. 414.

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terminates pending suits in which it is plaintiff' or defendant." In some States statutes have been enacted, in the interests of justice, providing method by which such actions may be continued by order of court. On principle, such provisions would hardly seem to be applicable to actions pending against foreign corporations. At any rate it has been held that a judgment rendered against a foreign corporation, after its dissolution by expiration of the period for which it was chartered, in the absence of such an order extending it is void. Nor can such a statute have the extraterritorial effect of reviving a suit against the company in a foreign jurisdiction. But a decree of dissolution and appointing receivers will not terminate a suit against the company in a foreign jurisdiction, unless it is shown that its effect is to render the company utterly extinct, in the jurisdiction where entered. If it appear that by the law and usage of the court there, the corporation, although permanently dissolved, still has a qualified existence, capable of being a party to a judgment there, the suit in the foreign jurisdiction will be permitted to proceed to judgment."

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1 Bank of Gallipolis v. Trimble, 6 B. Mon. 599; Merchants' Loan & Transp. Co. v. Clair, 107 N. Y. 663, 14 N. E. Rep. 414.

2 McCulloch v. Norwood, 58 N. Y. 562; Taylor v. Columbian Ins. Co., 14 Allen, 353.

3 Laws N. Y. 1832, ch. 295, p. 509; Acts, Ohio, March 7, 1842, p. 72, § 14, and March 10, 1843, p. 52.

4 Sturges v. Vanderbilt, 73 N. Y. 384.

Bank of Gallipolis v. Trimble, 6 B. Mon. 599.

6 Hunt v. Columbian Ins. Co., 55 Me. 290; Willitts v. Waite, 25 N. Y. 577; Life Ass'n. v. Fassett, 102 Ill. 315; Michigan State Bank v. Gardner, 15 Gray, 362. Compare Hamilton v. Accessory Transit Co., 26 Barb. 46.

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necessary for the purposes of this work to discuss the common law rule that, upon the dissolution or civil death of a corporation, all its real estate reverted to the original owners or their heirs, all its personal estate vested in the crown, while debts due from it were canceled,' farther than to note the fact that a doctrine so repugnant to every principle of right and justice, could not be permitted to stand in a court of equity, and hence we have the modern equitable doctrine that such assets, in whatsoever jurisdiction, and in whosoever hands they may be at the time of the dissolution become impressed with the character of a trust fund, and that courts of equity everywhere take jurisdiction of proceedings for an equitable distribution of them.' The court of the corporate domicile having jurisdiction of the person of the trustee, receiver, etc., can compel obedience to its orders respecting the conveyance and management of such assets, though beyond its jurisdiction." § 480. Same-On Corporate Real Estate. though the ownership of real estate is governed by lex rei sitæ, an assignment for benefit of creditors by a foreign corporation, executed in accordance with the laws of the corporate domicile, but repugnant to the local law, had been recognized and so far held valid as to protect local real estate, included in the assignment, from attachment by a non-resident creditor who had assented to the assignment.*

1 2 Kent's Com. 307; Angell & Ames on Corp. § 779.

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2 Barclay v. Talman, 4 Edw. Ch. 123; Tinkham v. Borst, 31 Barb. 407; Williams v. Hintermeister, 26 Fed. Rep. 889; Redmond v. Endfield Mnfg. Co., 13 Abb. Pr. (N. S.) 332; National Trust Co. v. Miller,

33 N. J. Eq. 155.

3 McElrath v. Pittsburg, etc. R. Co., 55 Pa. St. 189; Muller v. Dows,

94 U. S. 444; Langford v. Langford, 5 L. J. (N. S.) Ch. 60.

4 Chafee v. Fourth Nat. Bk., 71 Me. 514.

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