Page:Federal Reporter, 1st Series, Volume 7.djvu/303

 GRAY V. NATIONAL STBAIi-SftIP CO. 291 �Company and Steam-ship Company. The statisment that the former company had been "reconstituted" under the name oi the latter company was not accOmpanied by any evidence as to how such reconstitution had taken place, and cerfcainly not by any evidence that there had been merely a change of name, still leaving an identity of corporate being. The instrument of August 16, 1867, if presented, would have shown the contrary. Even if, in order to justify the act of the board, it may be held to have acted on the assumption that the two companies were identical, that is of no im- portance to this case, because the registered title to the ves- sels is of no importance in this case. The companies were not in fact identical, and the true view of the transaction between them, as affecting this case, has been before defined. The defendant did not obtain the vessels by means of the registry, so far as any rights involved in this suit are con- cerned, and it is, therefore, not now asserting anything which it ought not equitably to assert. �Whether the plaintiff could have relief in the superior court by an application to make this defendant a party to the suit and judgment so as to be bound by them, and to make its property subject to an execution on the judgment, is a ques- tion not involved in this suit and not before this court. �There is no provision in the instrument of August 16, 1867, which makes the defendant liable to pay this judgment. It was not a liability of the Navigation Company on the six- teenth of August, 1867, nor is it founded on any liability which then existed or had accrued. It is not founded on any matter which arose in the liquidation of the Navigation Com- pany. Under the terms of the winding-up resolution of July 9, 1867, thewinding up of that company commenced "as and from" the fifteenth of August, 1867. Under section 131 of the companies' act, 1862, (25 and 26 Vict. c. 89,) a company volun- tarily winding up is required, from the date of the commence- ment of such winding up, to cease to carry on its business, except in so far as may be required for the beneficiai winding up thereof, although its corporate state and all its corporate powers continue until its affairs are wound up. By section ��� �