Webster v. Turner

Smith, J.: The court, at Special Term, found that the corporation, with iie consent and approval of all its stockholders, including the plaintiff, sold its entire property and effects, with the intent and for the purpose of discontinuing the business of the association; that it then, by resolution, declared itself dissolved; that it has done no business and held no meeting since that time, and that it was not, at that time, owing any debts. According to numerous authorities, these acts, having the effect to destroy the end and object for which the corporation was created, were equivalent to a surrender of its corporate rights. (Slee v. Bloom, 19 Johns., 456; People v. Bank of Hudson, 6 Cow., 217; Briggs v. Penniman, 8 id., 387; Bank of Poughkeepsie v. Ibbotson, 24 Wend., 473; Bradt v. Benedict, 17 N. Y., 93.) The fact that the resolutions authorizing the sale and declaring the corporation dissolved were adopted by the stockholders, and not by the directors, does not impair their force, as an act of surrender. The directors had no authority to surrender the charter and dissolve the corporation. The sale of the property of the corporation is found by the court to have been made in good faith. The fact that the purchaser was one of the stockholders and directors of the corporation does not necessarily render the sale void. Although it would be voidable, as to creditors of the corporation, or stockholders not assenting to the sale, it is valid, in the absence of fraud, as to the stockholders who gave their assent. The record shows that the plaintiff voted for it by proxy. By the terms of the resolution authorizing the sale, the stockholders who voted for it, agreed with the purchaser to deliver milk to him as therein stipulated, as a condition precedent to the obligation of the purchaser to pay the agreed price for the corporate property. The plaintiff having broken his agreement in that respect, has thereby forfeited his right to share in the avails of the sale, and has no claim therefore against the purchaser or the corporation. The judgment dismissing the complaint should be affirmed, with costs. Present — Talcott, P. J., Smith and Uerwin, JJ. Judgment affirmed with costs.