Page:North Dakota Reports (vol. 48).pdf/577

 of the steps taken to organize the new corporation and to dispose of the assets of the old corporation by sale to the new. It seems that the proportionate share of the stock the Langers would have received had they been admitted to the new corporation on the same terms as other stock- holders were. admitted was assigned to Follett, and that the money furnished by him to be paid to the Langers was deposited in a bank. Notice was then given, and a request made that they send in their old certificates and receive the money deposited. The amount thus deposited was par value, plus 6 per cent. interest from the last dividend paying date. The Langers were first notified of these transactions by registered letters dated August 28, 1918.

During the period of the trusteeship, that is, subsequent to April 1, 1915, three dividends were paid as follows: January 3, 1916, 25 per cent.; January 5, 1917, 28 per cent.; January 6, 1918, 25 per cent., making a total on the Langer stock of $9,750.

Prior to the beginning of this litigation, Follett received, as manager, a salary of $6,000, Croil Hunter, as secretary and treasurer, $3,600, and the defendant, Quirk, no salary. Beginning in January, 1919, salaries were voted to Follett, as manager, $12,000, to Hunter, as secretary and treasurer, $17,000, to Quirk, $9,o00o—thus increasing the salary account $26,400.

It is the contention of the plaintiffs that the stock was fairly worth $300 per share; that the judgment below does not make sufficient allowance for earnings since August 1, 1918; and that there should be incorporated in the judgment the amount expended by them for the services of an expert accountant. The defendants contend that, as the corporation was automatically dissolved by the expiration of the charter April 1, 1915, the individual defendants then became chargeable as trustees for the property and assets of the corporation, and that the right of the plaintiffs is a right to their share of the property and assets determinable as of that date. The book value of the assets April I, 1915, is shown to have been $556,426.89, and liability to creditors $264,793.22, making a net book value apportionable to stockholders, $291,633.67 or $116.65 per share. It is shown that, on this basis, the Langer stock was worth $14,581.25. But the book value is not conceded. By appraisement it is reduced, principally. by discounting bills and accounts receivable 25 per cent., so that the net valuation of the Langer stock is given as $9,672 on April 1, 1915. It is contended that the corporation was in reality unwittingly liquidated