Page:Henry Osborn Taylor, A Treatise on the Law of Private Corporations (5th ed, 1905).djvu/434

 § 432.] THE LAW OF PRIVATE CORPORATIONS. [CHAP. VII. tion from a court of competent jurisdiction is necessary in such cases. 1 § 432. If a corporation is dissolved by the repeal of its charter pursuant to an unconditional power of repeal reserved to the state, or if its term of existence has expired, no judicial decree is necessary to effect a dissolution. 2 And when the corpora- tion is to cease upon the happening of some contingency, it is held that thereupon a dissolution takes place without any de- cree. 3 But to effect this the intention of the statute must be very clear ; for, although a certain event may expressly be made a ground of forfeiture, the forfeiture must be judicially declared. 4 And, indeed, the better opinion would seem to be that, for most purposes, the happening of the contingency upon which the corporation is to cease should also be judicially declared. 5 Subject to the exceptions already stated, the general rule is that the decree of a court of competent jurisdiction is necessary to effect the dissolution of a corporation. 6 Accordingly, a fail- ure to elect corporate officers, 7 or a discontinuance of busi- 1 As to the doubtful authority of a court of equity to dissolve a corpora- tion, see Hitch v. Hawley, 132 N. Y. 212; Huut v. Le Grand Skating Co., 143 111. 118; Wheeler v. Pullman Iron Co., ib. 197; Supreme Sitting, etc., v. Boker, 134 Ind. 293; Law v. Rich, 47 W. Va. 631. 2 See §503. Sturgess v. Vander- bilt, 73 N. Y. 384; People v. Walker, 17 N. Y. 502; Bank of Galliopolis v. Trimble, 6 B. Mon. ( Ky. ) 599, 601 ; Terry v. Merchants', etc., Bank, 6(3 Ga. 117; Bank of Miss. v. Wrenn, 3 Sm. & M. (Miss.) 791; see Lagrange, etc., R. R. Co. v. Rainey, 7 Coldw. (Tenn.) 420. The dissolution of a corporation by the expiration of its charter is no ground for the appoint- ment of a receiver. Anderson v. Buckley, 126 Ala. 623. 8 In re Brooklyn, Winfield, etc., R. R. Co., 75 N. Y. 335; Brooklyn Steam Transit Co. v. Brooklyn, 78 N. Y. 524. 414 4 Lagrange, etc., R. R. Co. v. Rainey, 7 Coldw. (Tenn.) 420. See §153. 5 § 458, also § 153. 6 Kincaid v. Dwinelle, 59 N. Y. 548; Moore v. Schoppert, 22 W. Va. 282; but see Van Pelt v. Home B'ld'g Ass'n, 87 Ga. 370. See § 458. 7 Rose v. Turnpike Co., 3 Watts (Pa.), 40; Lehigh Bridge Co. v. Lehigh Coal Co., 4 Rawle (Pa.), 8, 23; Commonwealth v. Cullen, 13 Pa. St. 133; Blako v. Hiukle, 10 Yerg. (Tenn.) 218; Nashville Bank v. Petway, 3 Humph. (Tenn.) 522; Boston Glass Manufactory v. Lang- don, 24 Pick. 49; Russell 0. McLellan, 14 Pick. 63; Knowlton v. Ackley, 8 Cush. 93; Cahill v. Kalamazoo Mut. Ins. Co., 2 Dougl. (Mich.) 124, 140; Philips b. Wickham, 1 Paige (N. Y.), 590; Slee v. Bloom, 5 Johns. Ch. (N. Y.) 366, 377; S. C, 19 Johns. 456; People u. Twaddell, 18 Hun, 427; Evarts v. Killingworth M'f'g