Page:Federal Reporter, 1st Series, Volume 3.djvu/752

 MOKLEY V, THAYEE. 746 �to hold meetings, elect officers, or do business, forwhich they refer to the decisions of the supreme court of Missouri, and insist that they are analogous, and that they should furnish the rule of decision. Moore v. Whitcomb, 48 Mo. 543, 547; State Savings Inst. v. Kellogg, 52 Mo. 583, Much discussion of the first case may well be omitted, as the bill averred that the charter was repealed and the corporation dissolved, which does not seem to have been controverted by the defend- ant. Where a charter is legally repealed it is safe to con- clude that the charter rights cease to exist. Crease v. Bah- cock, 23 Pick. 334, 346. Both of the Missouri cases adopt the ru j announced in the original New York case, that a corporation may be dissolved by a suriender of its franchises, and that if it suffer acts to be done which have the effect of destroying the end or object for which it was created, it is equivalent to a surrender of its rights, and is, in efïect, a dis- solution of the charter; but they both overlook the fact that the doctrine of the original case is materially qualified by a later case, and that the doctrine, if not qualified, is utterly inconsistent with the bankrupt act, unless it be admitted that every corporation which is adjudged bankrupt is dissolved. Thousands of corporations, after going through bankruptcy, have proceeded in business and become prosperons, and no one ever heard that they were dissolved, or that credit- ors could not bring a suit against such corporation and pro- ceed to judgment. Nor is there anything in the later case from that state which adds any greater strength to the con- clusion than is found in the two earlier cases. Perry v. Turner, 55 Mo. 418, 422. Ail of these cases, including the original case from New York, are put upon the ground that the cred- itor, under the particular provision, is without remedy until the corporation is dissolved; and that, inasmuch as he can- not effect a technical dissolution, he ought, as a matter of expediency, to be allowed to prove a practical or substantial termination of the corporate existence of the principal debtor. When a general liability is created by statute without a remedy being given, the right may be enforced by an appro- ����