Verein v. Funck

18 Iowa 469

• Court: Supreme Court of Iowa
• Decided: June 7, 1865
• Status: Published

Opinion

Wright, Ch. J.

1. Corporation: dissolution. Plaintiff’s bill was properly dismissed. It is unnecessary to examine the case upon its equitable meritsj as we have n0 hesitation in affirming tbe ¿ecree below, upon the ground that the prior adjudications bar all such inquiry. The charge of fraud in obtaining the foreclosure decree is entirely unsustained. There is, therefore, really but one question as to that decree; and that is, whether there was such servicias to authorize the court to take jurisdiction of the party (the present plaintiff), and render the judgment. If plaintiff was properly in court, then there is no doubt as to the conclusiveness of that adjudication.

And here the argument is, that, at the time of the service, the corporation had been dissolved, and that service was not made on any member or officer thereof. This is not true, so far as relates to the rights óf Funck or other creditors, either in fact or law. The resignation of the officers did not operate to destroy the existence of the corporation. Officers and agents are necessary to the management of the affairs of such an organization, but the corporation may have, and does have, an existence per se, so as to maintain succession and hold and preserve its franchises, though its functions may, for the time being, be suspended for want of means of action. Russell v. McClellan, 14 Pick., 63; Evarts v. Killingworth Manufacturing Company, 20 Conn., 447; Ang. & Ames on Corp., § 771.

Not only so, but, waiving the question whether, upon general principles, the dissolution of a corporation by the voluntary act of the stockholders would have the same effect as to the status of its property and the rights of creditors, as though it should become extinct by the expiration of its charter, or by a decree of forfeiture rendered by a competent judicial tribunal, we are of the opinion that, under our statute, such a dissolution does not take away the power to act for the purpose of winding up its affairs, nor the right of a creditor (in equity at least) to be relieved from the inequitable consequences of such a dissolution. (Rev., § 1171), and see §§ 1180, 1181. More than this we need not say, and other questions connected therewith we need not discuss at this time. See, however, Crease v. Babcock, 23 Pick., 334; Foster v. Essex Bank, 16 Mass., 245; Bacon v. Robertson, 18 How., 480; Campbell v. Miss. Bank, 6 Id. (Miss.), 674; Curran v. State of Arkansas, 15 Id., 312; Eightown v. Thornton, 8 Ga., 493; Ang. & Ames on Corp., § 779, a.

3. Service of notice: presumption. Then again, it must be remembered, that there was a service in the foreclosure proceeding. It is not a case of no service. And that service was upon one (at least) of the last presiding officers of the society or corporation. The court, in rendering the judgment, must (and especially as there was a default) have passed upon the sufficiency of such service. (Rev., §§ 2825, 2826, 3149.) Suppose the return and the facts were examined (and there is no suggestion that the court did not perform its duty as required by the last section cited), and it was determined that the notice was served as required by the Code, the subsequent action and the determination might have been erroneous, but not void. Without more, see the following cases: Boker v. Chapline, 12 Iowa, 204; Bonsall v. Isett, 14 Id., 309; Ballinger v. Tarbell, 16 Id., 491; Prince v. Griffin, Id., 552, and cases therein cited.

4. Corporation: relief after dissolution. But, finally and conclusively, if the corporation was dead at the time of such service and decree, then, as it has never been revived, it is still extinct and can < .. „ . ¿ave no standing m court. Conceding its nonexistence, at that time, we cannot conceive how, without a new life, it can, in its corporate name, institute a proceeding asserting its non-existence. The subsequent action of certain of its former members was not designed to reinstate the old corporation; nor did it have that effect. It is the old and not the new society that now asks relief. It is in no position to demand it.

These views dispose of the case, without considering the effect of the judgment in the law action upon the bond against Krauz and others; and while it would not be difficult to show that such judgment is equally fatal to the relief here asked, we shall, without discussing that point (the first one being sufficient), affirm the decree, dismissing the bill.

Affirmed.