Page:Henry Osborn Taylor, A Treatise on the Law of Private Corporations (5th ed, 1905).djvu/765

 CHAP. XIH.] SHAREHOLDERS AND CREDITORS. [§ 751 - come insolvent. 1 For the moment a dividend is thus declared, it becomes the property of the individual shareholders. 2 In a controversy coming before the New York courts, the Erie Kail- way had declared a dividend and deposited money to pay it with D. S. & Co. Thereafter the company withdrew what re- mained of such money ; and this subsequently passed with the corporate property into the possession of a receiver of the road. Application was made by a shareholder to compel the receiver to pay him the amount of his dividend. It was held that the fund deposited with D. S. & Co. should be regarded as specific- ally appropriated for the payment of the dividend, and that the shareholders acquired an equitable lien upon such fund to the extent of the amounts to which they were respectively entitled ; and that the lien followed the fund into the hands of the re- ceiver. 3 §751. The dissolution of a corporation does not increase the personal liability of shareholders as towards „ ,. On clisscv creditors, 4 nor make the former liable as partners, lution. even as to debts contracted by the corporate agents after the dissolution, provided there is nothing to show fraud on their part, or an actual intention to transact business as partners. 5 1 Le Roy v. Globe Insurance Co., 2 Edw. Ch. (N. Y.) 657. See Albany Fertilizer Co. v. Arnold, 103 Ga. 145. See § 708. 2 Van Dyck v. McQuade, 86 N. Y. 38; cf. Hunt, Rec'r, v. O'Shea, 69 N. H. 600. s In re Petition of Julius LeBlanc, 14 Hun, 8; S. C, aff'd 75 N. Y. 598. ^Tarbell v. Page, 24 111. 46; Stearn Stone Cutter Co. v. Scott, 157 Mo. 520. 5 Central City Savings B'k v. Walker, 66 N. Y. 424. But they will become chargeable as partners if, knowing of the expiration of the charter, they agree to continue busi- ness and appoint one of their num- ber as manager. National Bank v. Landon, 45 N. Y. 410. 745