Page:Federal Reporter, 1st Series, Volume 3.djvu/755

 748 FEDERAL REPORTER. �at law as the remedy of the ereditor against the stockholcler, even when it appears that the corporation is dissolved. Prior to dissolution, it is as clear as anything can be, that the action at law is the only remedy provided by the statute to enforce siich a right, and it is equally clear that no other remedy is in terms given to the ereditor, even where it is shown that the corporation is dissolved in one of the two modes pointed out in the state statute. Mere non-user of its franchises is not a surrender, nor are courts warranted in enforcing a sur- render from an abandonment of its franchises, unless there is something in the act of incorporation to justify it. The Regents v. Williams, 9 Gill & John. 365, 420. Standard authorities show that a corporation will not be dissolved by a sale of the franchise, or of ail the corporate property; nor by a settlement of ail its concerns, and a division of the sur- plus; nor by a cessation of ail corporate acts; nor by any abuse. of corporate powers ; nor by the doing of acts which constitute a forfeiture of the charter, — without a judgment to that effect by a competent court. Such dissolution, it is sajd, can only take place in the foUowing ways: First, by an ; act of the legislature, in cases where power is reserved for that purpose ; second, by a surrender of the charter, and a valid acceptance of the same by the proper authority ; third, by a loss of ail its members, or of ail the members of an in- tegral part, so that the exercise of corporate functions cannot be reatored; fourth, by forfeiture, which must be declared by the judgment of a competent court. Angel & Ames on Corp. (4th Ed.) § 773 ; Abbott Dig. Corp. 291 ; Boston Glass Manuf. v. Langdon, 24 Pick. 49, 52; Slee v. Bloom, 5 John. Ch. 366, 379 ; Canal Co. v. Railroad Co. 4 Gill & John. 1, 121 ; Wilde V. Jenkins, 4 Paige Ch. E. 481, 488 ; Niagara Bank v. Johnson, 8 Wend. 645, 652. �Equity, in the form of a creditors' bill, is the remedy chosen by the complainants, to which the respondents have demurred for the want of equitable support, or of authority Tiûder the state statute. Among other things, the statute provides that when such a corporation is dissolved, leaving debts unpaid, suits may bo brought against any person ox ����