Hill v. Fogg

Holmes, Judge, delivered the opinion of the court. This was' a petition in equity on behalf of the plaintiffs and others as creditors of the corporation called the Copper Creek Mining Company, praying that the defendants might be charged with the amount of the debt due them from said corporation to the extent of the assets of the corporation (which it was alleged had been dissolved) which had come to their hands subject to a trust for the payment of debts. Certain lands had been conveyed to Josiali. Eogg in trust for the benefit of the stockholders of the Copper Creek Mining Company. Admitting that this deed created a trust for the use of the corporation, the evidence clearly established the fact that the property ha d been sold, and the proceeds applied to the payment of prior liens and the demands of other creditors. Where a corporation is dissolved, there is no donbt that a court of equity will lay hold of the assets for the purpose of applying them to the payment of the creditors as against others than bona fide creditors and purchasers.. The evidence wholly failed to show that any moneys or assets belonging to this corporation had come into the hands of the defendants, which had.not already been applied to the payment of prior liens on these lands and to the extirpation of the claims of bona fide creditors of the corporation. Even if this corporation owned any interest in these lands, a sale of their property to another corporation bona fide and for a valuable consideration would neither amount to a dissolution of the corporation nor make the property sold subject to a trust in the hands of such purchaser for the benefit of the creditors—Powell v. North Mo. R.R. Co., Oct. T., 1867. Nor does it appear that the proceeds of the property sold came into the hands of the defendants merely as stockholders by way of distribution among them. On the whole case made, we find no equity in the petition.' Judgment affirmed. The other judges concur.