Gifford v. Thompson

Gray, C. J. The earnings of the corporation remained, while undivided, part of the capital of the corporation, and the interest therein, represented by each certificate of a share of stock, was part of the capital and not of the income of that share, as between those entitled to successive rights in it. Minot v. Paine, 99 Mass. 101. Rand v. Hubbell, ante, 461. The vote of the corporation, in substance and intent, as manifested upon its face, was not a division of earnings, profits or income, as such, among the owners of shares which were to continue to exist; but a winding up of all the affairs of the corporation, and an apportionment and distribution of all its property as capital, though in the shape of money, among the stockholders, in exchange for their shares and upon the surrender of their certificates. The money paid to the plaintiff as trustee was but an equivalent and substitute for the shares surrendered at the time of receiving it, and is to be held and invested by him upon the same trusts upon which those shares had been held, and the income only paid to the grandsons of the testator according to his will. Decree accordingly.