Page:North Dakota Reports (vol. 48).pdf/570

 3. Good will attaches to a corporate business to the same extent as to a partnership business and upon dissolution the trustees must account to the stockholders for its value.

Corporations—good will of corporation paying large dividends after charter expired held to have substantial value, to be measured in money.

4. Where the charter of a corporation expires after a long period of prosperity in the conduct of its business, and where for a period of years prior to its termination dividends had been earned and paid greatly in excess of a reasonable rate of interest on the capital invested, the good will has a substantial value, capable of being measured in money.

Corporations—sale of assets by directors after charter’s expiration held voidable at election of stockholders not notified.

5. Where trustees, without notice to the stockholders or to the cestuis que trustent, appoint appraisers to appraise the assets in their hands, and where they dispose of the same for an inadequate consideration to a@ new corporation in which they are the principal stockholders, the trans- action is voidable at the election of the stockholders not notified.

Corporations—where charter terminated, and business continued by new corporation taking benefits of good will, a stockholder not notified may follow his property into the new corporation or recover money judgment.

6. Where, after the termination of the charter, arrangements are made by the trustees whereby the business is continued without interruption by a new corporation, which reaps all of the benefits attaching to the good will, a stockholder, whose liquidation claim has not been satisfied and who is excluded from the new corporation, may follow his property into such new corporation, or, at his option, recover a money judgment for the value of the interest in the old corporation as represented by a like interest in the new.

Corporations—good will of corporation must be disposed of by its trustees to best advantage for stockholders.

7. Where the good will is not accounted for by the trustees, and the court, in an action for accounting, is compelled to value it, it must be valued as “if it had been sold in the most advantageous manner and under such circumstances that it would have produced the largest sum for all of the parties interested.”

Corporations—in suit against directors as trustees for accounting services of certified accountants not allowable as costs.

8. Fees paid to a certified accountant will not be allowed as part of the costs, where his services were principally valuable to one of the parties, and where the facts gathered by him were at all times available to such party from the books which are not shown to have been complex.