Rodney, Judge,
delivering the opinion of the majority of the court:
Before entering upon a consideration or construction of the words of this particular will it would seem not inappropriate to recast some general principles applicable to that construction.
It is a familiar expression that all rules of construction of wills have for their object the ascertainment of the intent of the testator. This object is basic and fundamental, for it is only to ascertain the intent of the testator that rules [457]*457of construction can or should have existence, and no rule could be well founded which has another primary object.
Now what intent of the testator is sought to be ascertained? A court can never commence its study of a will by utilizing its knowledge of the surroundings and circumstances of a testator, and from these infer an intent which in its opinion should or probably did exist, and then construe the will to give effect to that intent. The intent of a testator in a testamentary instrument which is sought to be ascertained is not that a general intent sought to be ascribed to him by reason of his circumstances and what would seem the natural or proper intent to the construing authority. The intent of the testator which is sought to be ascertained is that intent which such testator has attempted to express in the language used by him in the will.
It is not the function of the court to make a will for the testator or to improve on the will as found. It is not the function of the court to give to the language of the testator an intent not discernible from the will itself or from the surrounding circumstances. Upon the contrary, it is clearly the function and duty of the court to take the entire will of the testator in the language there used, and attempt to find the true meaning and intent of the testator. The language used in the testamentary instrument is either the language of the testator himself, or of some counsel or assisting agent whose language is adopted by the testator in the will. Because language of a will is but the vehicle of the thought or the intention of the testator, so the courts have felt free to give expression to the true intent when it can be ascertained, even though the so doing may depart from the strict wording of the will. The language of a will, be it the original language of the testator or the language of another and adopted by him, was the language used by the testator in the light of surroundings and circumstances known to him. To take such language then, of and by itself and devoid of the surrounding circumstances, may [458]*458be the means of giving but an imperfect picture of the thought or intent of the testator. It is this view, then, that impels courts to metaphorically place themselves at the desk with the testator as at the time of execution of the will, and see with his eyes and to ascertain with his knowledge the meaning of the language used.
As one writer has pointed out, there are two extremes of construction to be avoided. One is the bare meaning of the words in the abstract, and the other is the supposed intent of the testator, independent of or not necessarily dependent upon the words of the will. The true rule lies between the two, and seeks the intention of the writer, but must find it in the words: it seeks the meaning of the words, but such meaning must be in the sense and manner intended to be used by the testator.
These thoughts have no novelty in themselves, and are but the epitome of countless cases found in every jurisdiction. Every case cited by the appellant or appellee on the subject of general construction would seem consistent with these principles.
Before adverting to the particular language of the instant will it would seem proper to dispose of certain preliminary questions. Two of these questions may be:
(a) When does the will speak or as of what date are the crucial words to be construed?
(b) Are the crucial words of the will to be construed in the light of circumstances known to the testator, or in the light of the dissolution of the Estate Corporation brought about by the trustees after the death of the testator ?
(a) As a will takes effect at the death of a testator, so it is the general rule that a will speaks as of that time, unless there is something in the will to indicate a different time. The three periods usually involved in determining the time that a will speaks are the date of the will, the death [459]*459of the testator, or such other time which may be indicated by the testator. No contention is here made that the present will speaks as of its date, so that question will not be further pursued, although many cases, insofar as intent is concerned and as distinguished from effectiveness of the will, construe such intent as of the date of the will. Both appellant and appellee concede the correctness of the rule as expressed in Harris v. Harris, 97 N. J. Eq. 190, 127 A. 108, 109, where it is said:
“A will ordinarily speaks from the time of the death of the testator. Where a contrary intention is manifest on the face of the will, the will will be read as of the time the testator intended it should speak.”
Let us then examine whether there be a contrary intention manifest on the face of the will. The appellant contends that because of the trust involved and the interposition of a life estate in the income of such trust fund the will speaks as of the death of the life tenant, and not the death of the testator. To sustain this contention there is cited Hawke v. Lodge, 9 Del. Ch. 146, 77 A. 1090, 1091, and similar cases. In the Hawke case it is said:
“that where there is a gift of personal property * * * preceded by a life estate, the survivorship relates to the death of the life tenant and not to the testate.”
The Hawke case is in accord with the English and prevailing American rule, as shown in the comprehensive annotations in 114 A.L.R. 4 @ 54. The principle relied upon can, however, have no application to the present case. Here there is no question of survivorship involved, and the quoted principle has no application to the character or quantum of the gift.
The testator created a trust to last during the life of the testator’s wife. Upon the death of the wife the trustee is directed to transfer to the appellant “all the stock I may own in the Joseph Bancroft Company.” The testator knew, of course, that the death of the wife might happen soon after his own, whereby the trust would be then termi[460]*460noted and the trust estate immediately distributed, and that this trust estate would consist solely of the assets held by the testator. The trust, on the other hand, conceivably could have lasted many years, and the widow did survive the testator for five years. Clearly, the language of the will would not have authorized the trustee, during the continuance of the trust, to invest the trust funds in stock of the Joseph Bancroft Company, so as to have become transmissible under the will to the appellant, to the detriment of other beneficiaries of the trust fund. Clearly the language of the will does not purport to deal with any stock not owned in any manner by the testator in his lifetime, but acquired by the trustee after the death of the testator, and held in the trust estate at the death of the widow. “Stock that I may own” indicates stock with which the testator had some personal connection, and would seem to be referable to the last point of time to which the personal connection could be applicable or the last point of time when the testator could possibly own stock, viz., the death of the testator.
The foregoing construction is made more certain by a consideration of' Item 12. In Item 12 the trustee was authorized to sell and dispose of trust property, provided that no' sale should be made of “my stock” in the Bancroft Company without the consent of the appellant, and in any event the Item secured the proceeds of such sale to the appellant. Here again is specific reference to the stock owned by the testator at the time of his death. All of the Bancroft stock owned by the testator at the time of his death became vested in the trustee, and this is the stock the sale of which was limited. It had reference to stock with which the testator had a personal connection, and, as to such stock, spoke as of the death of the testator. The fact of the interposition of the life estate in the income merely postponed the enjoyment of the bequest theretofore established. We find no contrary intent as to the time the will should speak “manifest upon the face of the will,” and [461]*461think the will should speak as of the death of the testator.
(b) Are the crucial words of the will to be construed in the light of circumstances known to the testator, or in the light of the dissolution of the Estate Corporation brought about by the trustees after the death of the testator ?
As we have hereinbefore indicated, it is the plain duty of the court to ascertain the intent of the testator not alone from the bare words of a will, found in the instrument itself, but from the circumstances which then surrounded the testator, and which clearly entered into his thoughts and created his intent. Maloney v. Johnson, 24 Del. Ch. 77, 5 A. 2d 660. The corollary of this rule, however, is equally clear, and the consideration by a court of the surrounding circumstances entering into the construction of the words of a will is confined to those circumstances existing at the time the will was executed. Subsequent events or circumstances not clearly shown to have been definitely anticipated by the testator, and happening after the execution of a will, can form no part in the intent of that will, or enter into the construction of its terms. 2 Page on Wills, (3d Ed.) Sec. 920; New Britain Trust Co. v. Stoddard, 120 Conn. 123, 179 A. 642; Morris v. Sickly, 133 N.Y. 456, 31 N.E. 332; Lydick v. Tate, 380 Ill. 616, 44 N.E. 2d 583, 145 A. L. R. 1216.
The will of Joseph Bancroft was executed in 1931. At that time his mother and sister each held a one-third stock interest in the Estate Corporation, and Joseph Bancroft held the remaining one-third of the stock. The corporation had been in existence since 1916. During the intervening fifteen years between the creation of the corporation and the making of the will, Joseph Bancroft, his mother and his sister each held an equal one-third interest in the corporation, and. no one of these could have brought about its dissolution without the concurrence of one or more of the other stockholders. Two years after the execution of the will by Joseph Bancroft, and in 1933, his mother died, and her [462]*462stock holding in the Estate Corporation became divisible in equal shares between the said Joseph Bancroft and the trustees under her will. Three more years elapsed until the death of Joseph Bancroft in 1936, and the Estate Corporation continued to function as previously, with Joseph Bancroft holding (or entitled to) a one-half interest in' its stock, his sister holding a one-third interest in the stock, and the remaining one-sixth interest being in the trustees under the mother’s will. Four years after the death of Joseph Bancroft (July 1, 1940) the Estate Corporation was dissolved, and one of the assigned reasons for the dissolution was the diverse holding of the interests, and the disinclination by the trustees under the will of Joseph Bancroft to continue responsibility for actions affecting the personal and outright holding of one of the individual stockholders.
The dissolution of the corporation in 1940, some nine years after the execution of the will by Joseph Bancroft, and some five years after his death, was not such a surrounding circumstance as to entitle it to consideration in arriving at the intent of Joseph Bancroft when he executed the will in 1931. This is so, notwithstanding the fact that some few years before the making of the will Joseph Bancroft had personally considered such dissolution, but there is no evidence of any corporate action, or any suggestion made by him to the other stockholders, and Joseph Bancroft could not, alone, have dissolved it.
Upon the death of Mary B. Bancroft (mother of the testator) in 1933, the trustees under her will, Wilmington Trust Company and Daniel M. Bates, became interested in the Estate Corporation as the holder of one-sixth of the stock of said corporation, and a representative of the Trust Company thereafter served upon the board of directors. It is affirmatively in evidence that after 1933, and until his death in 1936, Joseph Bancroft, so far as known, made no suggestion to any officer of the Trust Company concerning the dissolution of the Estate Corporation, nor had he any [463]*463reason to anticipate that action would be taken by the Trust Company after his death, leading to such dissolution.
We now come to what may be termed the crucial terms of the will and the manner of their construction.
By Item 10 the testator placed all the rest and residue of his estate in trust, and provided that the income from the trust estate should be paid to his wife for life. He then provided:
“Upon the death of my wife, in further trust, to transfer [and] convey unto my nephew Samuel B. Bird, if he is then living, all the stock which I may own in Joseph Bancroft and Sons Company a corporation existing under the laws of the State of Delaware.”
We shall not pause to consider the words “if he is then living,” as applied to the nephew, and the effect of those words on the intent of the testator. Conceivably those words might have a bearing upon the intent of the testator to benefit the nephew personally if he survived the widow, but not otherwise to benefit his estate, or those claiming under him. The nephew did survive the widow, and we prefer to attempt to ascertain the intent of the testator as to that state of facts that did eventuate. There are three words in the item to receive specific attention. These are “all”, “may” and “own.” The word “all” may be quickly dismissed, for it clearly defines the totality of the gift, and is intended to exclude the application of a part only. The word “may” likewise will receive scant attention. If we are correct in assuming that the will spoke as of the death of the testator, then the word “may” could well indicate the stock that the testator “may” (or could) own at the time of his death, and was used in contra distinction to “now”, or any similar word or words which might be thought to confine the meaning as of the date of the will. It is in evidence that between 1926 and the death of the testator in 1936 the testator bought 1700 shares of the common stock of Joseph Bancroft Company and sold none. The most critical word in the Item is the word “own,” and around it cluster the diifi[464]*464culties. The words “all” and “may” relate to and are subservient to the word “own.”
The word “own” is a generic term embracing within itself several gradations of title dependent upon the circumstances. Its common meaning, as defined by Webster’s New International Dictionary (2d Ed.) is “to possess: to have or hold as property * * In Aldridge v. Franco Wyoming Oil Co., 24 Del.Ch. 126, 7 A.2d 753, 765, the words “owner” and-“hold” were said to be words of similar import.
In the present case it is contended that the words of the will “all the stock that I may own in Joseph Bancroft Company,” embrace and include not only the stock in such company individually owned by the testator, but also the stock of such company owned by another corporation (the Estate Corporation), in which latter corporation the testator, in turn, owned stock. Few principles of corporation law are clearer than that, as a general rule, a corporation is an entity distinct from its stockholders. 1 Fletcher on Corp., (Perm.Ed.) Sec. 25 et seq.
It is apparent that we are not considering the case of a corporate structure all the shares of which are united in one person. As to such corporations some cases hold that, at times, other and distinct principles may apply. Even as to such corporations, in the absence of other circumstances it is usually held that the fact that one person owns all of the stock of a corporation does not make him and the corporation one and the same person. Martin v. D. B. Martin Co., 10 Del. Ch. 211, 88 A. 612, 102 A. 373. We are similarly not considering a case where, as in United States v. Milwaukee Refrigerator Transit Co., (7 Cir.) 142 F. 247, 255, the court stated the general rule, but stated:
“* * * when the notion of legal entity is used to defeat public convenience, justify wrong, protect fraud, or defend crime, the law will regard the corporation as an association of persons * *
The Estate Corporation was.formed in 1916, and im[465]*465mediately after its incorporation had assets aggregating $2,000,000.00, including some shares of Joseph Bancroft Company, both preferred and common. The uniform rule is that those shares were owned by the “Estate Corporation,” and that the owners of the stock of the “Estate Corporation” were not the owners of the stock of other corporations held by such “Estate Corporation.” As stated by Rhode Island Hospital Trust Co. v. Doughton, 270 U.S. 69, 46 S. Ct. 256, 258, 70 L. Ed. 475, 48 A. L. R. 1374:
“The owner of the shares of stock in a company is not the owner of the corporation’s property. He has a right to his share in the earnings of the corporation, as they may be declared in dividends, arising from the use of all its property. In the dissolution of the corporation he may take his proportionate share in what is left, after the debts of the corporation have been paid and the assets are divided in occordance with the law of its creation. But he does not own the corporate property.”
See also eases collected in 1 Fletcher Corp., (Perm. Ed.) Sec. 31.
As expressed in 5 Thompson, on Corporations, (3d Ed.) Sec. 3462,
“The shareholders of a corporation are not tenants in common, or in any other sense joint owners of the corporate property, either before or after its dissolution. Before the dissolution the whole title to the property is in the corporation itself as legal owner. * * *”
Such has been the construction of the Delaware law. Coudon v. Tait, (D.C.) 56 F. 2d 208; Martin v. D. B. Martin Co., 10 Del. Ch. 211, 88 A. 612; Tilden v. E. A. Stevenson Co., 3 W. W. Harr. (33 Del.) 47, 130 A. 236.
As Justice Holmes tersely said in Klein v. Board of Tax Supervisors, 282 U.S. 19, 51 S. Ct. 15, 16, 75 L. Ed. 140, 73 A.L.R. 679:
“The corporation is a person and its ownership is a nonconductor that makes it impossible to attribute an interest in its property to its members.”
Some consideration must now be given to the question [466]*466of the extrinsic evidence tentatively admitted by the Chancellor in his consideration of the case in the court below. This extrinsic evidence the Chancellor summarized as touching the following matters:
(1) That the will was drafted by the testator himself, who was not a lawyer.
(2) Facts concerning the creation, development, purpose and management of the Estate Corporation, including the interest of the testator therein, and that the corporation had purchased Joseph. Bancroft Company stock and sold none.
(3) That testator individually had purchased Joseph Bancroft Company stock at various times after 1926 and sold none.
(4) Pride and interest of testator in Joseph Bancroft Company and his interest in the connection of the appellant, his nephew, with the company.
(5) Statement of testator that appellant should have “all the interest of my father’s side of family” in Joseph Bancroft Company.
(6) Statements of testator as to his acquiring and holding stock in the Joseph Bancroft Company in order to obtain a controlling interest therein.
It is not entirely clear what consideration was given to the extrinsic evidence admitted. Such evidence was stated to have been “tentatively” admitted, and some of the testimony was utilized by the court in its opinion, but therein it is also said “substantially all of the evidence, tentatively admitted at the hearing, must, therefore, be disregarded and stricken out.”
The appellant,- of course, expressly contends that the extrinsic evidence should neither be stricken out nor disregarded.
[467]*467Extrinsic evidence admitted, at times, as an aid to the construction of a will, may generally be divided into two classes, both of which must be considered because both are involved in this case, and the rules governing the two classes may not be entirely the same. The two classes are:
(a) Those facts and circumstances concerning the testator, the recipient of his bounty, the character and extent of his property, and any other facts which were known to the .testator and entered into his intent in using the words he used in the will, and which should be equally in the knowledge of the court in ascertaining that intent.
(b) The declarations of the testator himself with reference to the language of the will, or bearing upon its meaning.'
It is a general rule that a presumption exists that a testator uses ordinary words in their ordinary meaning, and that except as rebutted or affected by the context, these words are so construed. From these rules flow the thought that “it is not permitted to interpret that which has no need of interpretation.”
Notwithstanding these general rules, courts still have the duty of attempting to place themselves in the position of the testator, and to ascertain his intent in using the words he did use. For this purpose courts may, and usually do, admit certain extrinsic testimony to ascertain if any ambiguity exists in the language of the will, and to determine that ambiguity. This testimony is often essential to definitely determine the identity of the beneficiary, or the character and extent of the property disposed of.
It would seem unnecessary to enter upon a detailed citation of the great number of cases dealing with the admission of extrinsic evidence as an aid in the construction of wills. Most of the American cases are listed in 4 Page on Wills, (Permanent Edition), Secs. 1317-1350, and in the exhaustive note in 94 A.L.R. 26-293. The English cases [468]*468are generally collected in 34 Halsbury’s Laws of England, (2d Ed.), 158 et seg.
We shall now briefly consider the extrinsic evidence admitted by the Chancellor in the order as summarized by him.
1. Evidence was admitted tending to show that the testator drew his own will and was not a lawyer by training or profession.
Evidence that a will was drawn either by a trained lawyer or by a layman is often admitted, but this is for the purpose of ascertaining the intent of the testator, and is usually to show either the understanding of the problems involved, or the lack of comprehension of them, with especial reference to the use of technical legal terms. In the present will, insofar as here material, there were no technical legal terms employed, and the language of the will could have been employed by a layman as well as by a lawyer. The testator is shown to be a man of large estate and the president of a company of considerable size. That he was a man of education may be gathered from Item 8 of the will, where he devotes especial attention to the disposition of his library.
Items (2), (3) and (4) of the summarization of extrinsic testimony relate to the testimony concerning the creation, management and purpose of the Estate Corporation, and its ownership and retention of shares of the Joseph Bancroft Company, and similar actions by the testator: with the pride and interest of the testator in the Joseph Bancroft Company, and his desire to have his nephew connected therewith, and his interest in the nephew, the appellant.
The language of the testator “all the stock I may own in the Joseph Bancroft Company” may seem clear and explicit, but in determing the extent of the stock held by the testator extrinsic evidence was admissible to show stock in such company in which the testator was in some way in[469]*469terested, and to determine the meaning of the word “own” in connection with such stock.
As we have stated, it is not entirely clear as to the final disposition of this evidence in view of the language of the Chancellor—“substantially all of the evidence, tentatively admitted at the hearing must, therefore, be disregarded and stricken out.” We think it somewhat more accurate to say that upon full hearing and consideration the extrinsic evidence offered does not modify or change the intrinsic evidence of the intent of the testator, as expressed in his will. The true principle is that construction must arise from the will, and not that a will can be recreated by construction.- Upon full consideration of the extrinsic testimony we are remanded to the will and the subsequent proceedings, and find that all of the stock of Joseph Bancroft Company owned by the testator has been assigned to the legatee, the appellant, and the provisions of the will have been fully met. Extrinsic evidence can do no more than explain language and show intent, but cannot furnish an intent itself which the language does not do.
Items (5) and (6) of the summarization of extrinsic evidence may be treated together. They seem to differ from the other matters which, as we have seen, concerned the facts and circumstances presumably known to the testator. Items (5) and (6) concern statements of the testator himself, from which statements the intent is sought to be gathered. In many jurisdictions different rules govern the admission or consideration of these two classifications. Sir James Wigram first brought some order into the use of extrinsic evidence by the formulation of seven propositions. These are conveniently found in 94 A.L.R. 30. The seventh proposition has been followed in many jurisdictions, and in general terms provides that while material surrounding facts and circumstances are admissible as extrinsic evidence of intent, yet the statements of the testator himself can pnly be invoked when the words of the will describe well, [470]*470or equally well, two or more persons or two or more things, and the declarations are offered to show which, as used in the will, was intended. In Grave’s “Extrinsic Evidence,” 14 Va. Law Reg. 914, 934, it is contended that the statements of the testator are not admissible to explain the meaning of an ambiguous expression, or to explain generic terms or the extent of their meaning, as employed by the testator. Such matters may be solved by construction aided by the surrounding circumstances, but not by the statements of the testator.
Hawkins on Wills, (2d Ed.) 16, adopts the language of Lord Abinger in Doe v. Hiscocks, 5 M. & W. 363, 151 Eng. Reprint 154, to the same effect.
In Darden v. Bright, 173 Md. 563, 198 A. 431, at page 437, the court held that declaration of intentions by the testator are not admissible to effect an interpretation, say-
“Such declarations are only receivable to assist in interpreting an equivocation which results from the use of a term in the will which, upon application to external objects or subjects, is found to describe two or more external objects or subjects equally.”
A number of jurisdictions have somewhat relaxed the rule and receive evidence of the declarations of a testator where such declarations relate merely to the surrounding circumstances known to the testator, or his relations to a beneficiary. Few, if any, cases allow such testimony in connection with the interpretation of the words of the will, or of his intention respecting the disposition of his property. Colder v. Bryant, 282 Mass. 231, 184 N.E. 440, 443, 94 A.L.R. 18.
Where the rule is not relaxed, or relaxed to a slight extent, the exclusion of the declarations of a testator is based upon grounds of public policy, and that the rule of law requiring wills ordinarily to be in writing presents too formidable a barrier to allow evidence of direct state[471]*471ments of a testator as to what he meant by the use of certain words.
In Delaware the statements of the testator have generally been excluded.
In Walter’s Lessee v. Miller, 5 Har. 151, evidence of declarations of the testator was ruled out.
In Carson v. Doe ex dem. Hickman, 4 Houst. 328, the Court of Errors and Appeals held that paroi evidence of the declarations of the testator made after the will was executed, could not be received to explain which of two trusts mentioned in the will was to go to each of the two devisees named.
In Sussex Trust Co. v. Polite, 12 Del. Ch. 64, 106 A. 54, 55, the court said that “declarations whenever made by a testator as to his intentions in using certain words in the will, or as to a proper construction of them, are inadmissible in evidence.”
In Winkler v. Woodruff, 21 Del. Ch. 147, 150, 182 A. 409, 410, the late Chancellor Wolcott said:
“Evidence which was tendered to show by the testator’s statements what he intended by the language of the will was rejected.”
These principles were tacitly admitted by counsel for the appellant, at least to the extent that the declarations could not be used for the purpose of construing the will. At the time of the offer of testimony it was expressly disclaimed that the declaration was “about his will or what was meant by what was in the will.” At least two witnesses testified as to the declarations of the testator with respect to the interest of the testator in his nephew, the appellant, and in his plans or aspirations as to the Joseph Bancroft Company. One witness testified that the testator in 1934 stated “Some day Sam [the appellant] will have all the interests of my father’s side of the family.” Since the testator had bequeathed stock in the company to the ap[472]*472pellant in his will executed in 1931, and the present controversy concerns the extent of that bequest, the suggested declaration might have a bearing upon the intent of the testator as to the meaning of the language of the will and the comprehensiveness of the legacy. For these purposes the declarations could not be considered.
For the appellant it is argued that the words of the will “all the stock that I may own in the Joseph Bancroft Company” included not only the stock which was registered in the name of the testator himself, but that it covered also stock to which the testator became entitled in his lifetime and upon settlement of the estate of his mother, Mary R. Bancroft, but which stock had not been actually transferred to the name of Joseph Bancroft in his lifetime. From this it is plausibly contended that since the words of the will operated not only on the stock to which the testator had a legal title, being registered in his name, but also on the stock formerly of his mother, as to which the testator held an equitable title, that the words of the will should' equally apply to the stock of Joseph Bancroft Company owned by the Estate Corporation, in which the testator had, as contended, an equitable interest as a stockholder of the Estate Corporation. While the present case does not concern or involve any stock of the testator derived from the estate of his mother, Mary R. Bancroft, and no such question is here presented, yet the suggested analogy may be briefly investigated.
The difference between the two situations is rather marked, and may be important. The distinction is in title, and the difference exists between a clear equitable title on the one hand and a mere beneficial interest on the other. In the first case the testator was, upon settlement of his mother’s estate, the equitable owner of the interest acquired by him from her, and could at all times have compelled the merging of the equitable title with the legal title. In the second case, the testator owned stock in the Estate [473]*473Corporation, which in turn owned certain Bancroft stock. The testator did not own or have any title, as such, to the assets of the corporation of which he was a stockholder. All of the cases so hold. As a stockholder of the Estate Corporation, the testator had, in common with other stockholders, and subject to the liabilities of the corporation, all the beneficial right which might grow out of the assets of the corporation, but he had no such title as would enable him to compel the transfer of any of these assets to himself, or to deal with or dispose of such assets. As between the corporation and the stockholder, the stockholder is sometimes spoken of as the beneficial or equitable owner.
The appellant by an elaborate argument contends that the “Estate Corporation” was a mere agency for the stockholders, and that the corporation, as such, was not the owner of the shares of Joseph Bancroft Company held by it. He contends that even the original stock subscription of $1200.00 was not in fact paid in cash, and relies upon the equitable principle that when property is conveyed to a grantee under circumstances that do not constitute a gift, that a resulting trust arises, and the grantee will be construed to hold the property for the grantors. To sustain this view, the appellant cites Hamilton v. First Nat. Bank, (Tex. Civ. App.) 155 S.W. 2d, 626, 630; Freeman v. Tatham, 5 Hare 329, 67 Eng. Reprint 939; United States v. Brager Building & Land Corporation, (4 Cir.) 124 F. 2d 349.
These cases may have correctly determined the factual situations there involved, but they cannot control the present matter. No case has been drawn to our attention holding that a valid corporate entity was not created under the facts here present. Three persons jointly and equally entitled to real and personal property conveyed and transferred the property to a corporation formed by them. They each received stock of the corporation in the exact proportion to their interest in the real and personal property conveyed or transferred to the corporation. It is objected that this [474]*474stock was not issued in consideration of the property, but was stock subscribed for by the parties, but not paid for by them in cash. The distinction would seem to be without substance. No rights of creditors were ever involved, and no proceedings taken by the State. The corporation functioned in every particular, and paid dividends on its stock during its entire existence of twenty-four years, and until it was legally dissolved in 1940. To say that no actual and legal corporate entity was created and subsequently dissolved, is directly and conclusively contested by all of the facts.
But there seems to be an additional reason which would prevent the application of the principle relied upon.
The validity of the formation and existence of the. “Estate Corporation” is only material in ascertaining the intent of Joseph Bancroft when he made his will in 1931. Its existence as a separate corporation, or merely as an agency, is only to be considered as he himself considered it when he made his will. It had been formed in 1916, and for fifteen years he had been a director and president. The Estate Corporation held personal obligations of Joseph Bancroft (collateral loans) on which interest was duly paid, and the principal eventually discharged. The Estate Corporation made sale of a portion of the real estate held by it, and upon redemption or sale of its other assets the corporation reinvested such proceeds; it paid dividends to its stockholders, and while the record is silent as to the payment of income taxes upon its activities, yet it does not appear that this burden was paid by the individual stockholder. There is nothing to' indicate that from the formation of the Estate Corporation in 1916 until Joseph Bancroft’s death the corporation did not function under his management, as a complete independent entity exercising entire corporate control over all of its assets.
There is nothing to indicate that Joseph Bancroft, during his life, or any other incorporator or stockholder of [475]*475the Estate Corporation ever considered it in any light other than as a separate and distinct corporate entity owning the assets it purported to hold.
Under all of the circumstances of the case, and unless we are prepared to modify rather than construe the will, we are forced to hold that the words “stock of the Joseph Bancroft Company that I may own” applied to the stock owned by the testator, and did not apply to stock not owned by him, but owned by a corporation in which he held stock.
The decree of the Chancellor must be affirmed.
Layton, C. J., and Richards, J., dissented.