In re Golden Rule Trading Co.

NETERER, District Judge (after stating the facts as above): The adoption of the resolution in the “voluntary proceedings for dissolution (section 3803—49 [par. 2(a)] R.R. S. of Wash., section 49, par. 2(a), Law of Wash. 1933 [p. 807]) out of court,” and the appointment of trustees to “conduct a winding up” of the said business (section 3803—56, par. 2(a), vol, 5, R.R. S. of Wash., section 56, par. 2(a), p. 811, 1933 Laws of Wash.), withdrew all power of corporate function from the officers and directors of the debtor corporation, except as may be necessary to preserve the corporate assets. The employment of the lawyer claimant long subsequent to the named resolution and appointment of the trustees was not a corporate act, and did not create a corporate liability. The employment was " not necessary to preserve the corporate assets, which were custodia [23] legis. Under no view point of approach can the claim of debtor to the claimant as creditor be sustained. With this conclusion it is unnecessary to discuss any of the other points raised at bar. The petition must be dismissed. An order may on notice be presented.