Page:Federal Reporter, 1st Series, Volume 3.djvu/751

 74i FEDERAL EBPOBTEB. �its subscrîptions, call in more capital, and resume its business, which is emphatically the condition of corporations during the operation of the bankrupt act. Brbickerkoff v. Brown, 7 John. Ch. 216, 217, 226. �Courts have often held that a corporation may be dissolvcd by an unoonditional repeal or surrender of its charter, in a manner authorized by law, and the court of errors of New York once held that if a corporation suffers acts to be done which destroy the end and object for which it was created and organized, that such acts are equivalent to a surrender of its chartered rights; nor is it necessary in this case to contravert that proposition, as it is clear that such a corpo- ration, under a proceeding in bankruptey, oannot be dis- charged of its debts, nor will such a proceeding have any tend- ency to deprive the corporation of the power to continue or to resume its business. Slee v. Bloom, 19 John. 456, 474. In coming to tho conclusion, said Spencer, C. J., that the cor- poration in this case is dissolved, I lay out of the case every- thing of misuser or nonuser, excepting the influence which the fact of nonuser may have as evidence, Connecting with other facts, to show thje renunciation of corporate rights. Upon these authorities, and for the reasons given by the chan- cellor, the chief justice admitted that neither misuser nor nonuser could be regarded as a substantial and specifie ground of dissolution. Since that time the court of appeals has decided that, in order to infer a surrender of corpo- rate franchise, the cireumstances must be such that the cor- poration has lost ail power to continue or resume its busi- ness; which is not true of the corporation in this case, and never can be by the operation of the bankrupt proceedings, not even when such proceedings are foUowed by misuser or nonuser. Bradt v. Benedict, 17 N. Y. 93, 99. When the cases are carefully considered, it is clear that the exact rule to be applied in such a case, in Massachusetts and New York, is not substantially different. Controversy upon that subject can liardly exist; but the complainants contend that a corporation within the meaning of the state statute is dissolved when it has gone into bankruptey, and has ceased ����