Chamberlin v. Huguenot Manufacturing Co.

118 Mass. 532, 1875 Mass. LEXIS 425

• Court: Massachusetts Supreme Judicial Court
• Decided: October 12, 1875
• Status: Published

Opinion

Gray, C. J.

The registry copies of deeds to the corporation, and of the certificate of its organization, were rightly admitted in evidence. If the originals were in the custody of the corpora* tian, its failure to produce them on notice warranted the admission of secondary evidence. Thayer v. Middlesex Ins. Co. 10 Pick. 326. Narragansett Bank v. Atlantic Silk Co. 3 Met. 282. If they had passed into the hands of its assignees in bankruptcy, who were not parties to this action, either party might prove them by registry copies. Samuels v. Borrowscale, 104 Mass. 207.

The fact that the right to exist and act as a corporation was conferred on the defendant by the Legislature under a general law, instead of a special charter, does not affect the nature or duration of the franchise granted, or the mode in which it may be dissolved. As soon as the corporation had made and filed the certificate required by law, it became, and continued to be, so long as it existed, subject to suits to enforce its debts. Hawes v. Anglo-Saxon Petroleum Co. 101 Mass. 385. First National Bank of Salem v. Almy, 117 Mass. 476.

Its officers and stockholders could not be charged with its debts, without a judgment against the corporation, and a demand and return upon the execution, in strict compliance with St. 1862, c. 218, § 3, reenacted in St. 1870, c. 224, §§ 40, 42. Priest v. Essex Manuf. Co. 115 Mass. 380.

The bankruptcy of the corporation and the proof of the plaintiff’s claim against its estate did not dissolve the corporation, or .prevent the plaintiff from recovering judgment against it, for so much of his debt as remained unpaid, for the purpose of charging its officers and stockholders therewith. Coburn v. Boston Papier Maché Co. 10 Gray, 243. Johnson v. Somerville Dyeing & Bleaching Co. 15 Gray, 216. Folger v. Columbian Ins. Co. 99 Mass. 267.

Section 37 of the bankrupt act of 1867 provides that no discharge shall be granted to any corporation or joint stock company, or to any person as officer or member thereof. The provision of § 21, that no creditor whose debt is.provable under this act shall be allowed to prosecute to final judgment any suit against the bankrupt, until the question of his discharge shall have been determined, is therefore inapplicable. And the previous clause of the same section, as to the effect of proof in bankruptcy upon the right to maintain an action, is also inapplicable to this case; because the debt would not be discharged by the proceedings in bankruptcy; and this action was brought after the commencement of such proceedings, and not for the purpose of reaching any assets of the corporation, but as a necessary step towards charging the officers and stockholders, whom § 37 expressly declares shall not be discharged. Allen v. Soldiers’ Messenger & Dispatch Co. 4 Bankr. Reg. 537. Ansonia Brass & Copper Co. v. New Lamp Chimney Co. 53 N. Y. 123. In Bennett v. Goldthwait, 109 Mass. 494, on which the defendant relies, the bankrupt was not a corporation, and the action was brought before the commencement of proceedings in bankruptcy.

The St. of 1870, c. 224, § 69, repealing the former statutes under which this corporation was organized and made liable to suit in this form for the purpose of charging its officers and stockholders, expressly provides that the repeal shall not impair any right already acquired or liability incurred under existing laws, and covers this case. Thayer v. New England Lithographic Co. 108 Mass. 523.

The dissolution of this and other corporations by name in the St. of 1872, c. 354, § 1, is declared to be subject to the provisions of the Gen. Sts. c. 68, §§ 36, 37, by which all corporations, whose charters expire or are annulled in any manner, are continued bodies corporate for three years afterwards, for the purpose of prosecuting and defending suits and winding up their affairs. And § 2 provides that nothing in this act shall be construed to affect any suits then pending or afterwards brought for any liability then existing against the officers or stockholders thereof.

Exceptions overruled.