law its real estate reverted to the original owners while its personality escheated to the crown.1 § 1015. Property rights preserved in equity.-Upon the dissolution of a capital stock corporation, the interests of the several stockholders are reduced to mere equitable rights. Their shares generally represent distributive interests in the funds of the corporation after the payment of its debts. Although the Although the legal rights are extinguished in the absence of statutory provision to preserve them, and the franchises may be forfeited to the state, property rights are not subject to confiscation by the state, but devolve according to the ordinary rules of law and equity.2 Nor are any contracts or conveyance already made invalidated by dissolution,3 § 1016. Effect upon title to real estate. The rule of the common law, that the real estate reverted to the grantors and that the personalty escheated to the king, was first applied to ecclesiastical corporations. The realty was usually acquired by them in the form of donations, and 1 White v. Campbell, 5 Humph. 38; Mayor of Colchester v. Seaber, 3 Burr, 1868, per Lord MANSFIELD; State B'k v. State, 1 Blatchf. (Ind.) 280, 283; Rex v. Pasmore, 3 T. R. 199; Nevitt v. B'k of Port Gibson, 6 Sm. & M. 533, 535. and cases cited by Justice THATCHER; 1 Bl. Com. 484. 2 Bacon v. Robertson, 18 How. 486; State B'k v. State, 1 Blatchf. 267; Curran v. State, 15 How. 304; Commercial B'k of Natchez v. Chambers, 8 Sm. & M. 52, 53; Rowland v. Meader Furniture Co., 38 Ohio St. 270. A trust agreement under which defendants received the property and stock of several corporations having been adjudged unlawful and void, defendants held the property so received by them under an implied trust for the benefit of the certificate holders under the agreement. Cameron v. Havemeyer, 12 N. Y. S. 126; Havemeyer v. Brooklyn Sugar Refinery, Id. The fact that the corporation was not lawfully dissolved is immaterial. Panhandle Nat. B'k v. Emery (Tex.), 15 S. W. 23. 3 State v. Rives, 5 Ired. L. 279; Owen v. Smith, 31 Barb. 641; Davis v. Memphis, etc., R. Mo., 87 Ala. 633; B'k of Salem v. Caldwell, 16 Ind. 469; Nicoll v. New York, etc., R. R. Mo., 12 Barb. 460; on appeal, 12 N. Y. 121. But see Robie v. Sedgwick, 35 Barb. 319; People v. California College, 38 Cal. 166. it was but just that upon dissolution these should revest in the donors or their heirs. But conveyances of realty are usually made to modern trading corporations for valuable considerations without the contemplation of a reversionary interest. Besides, the shareholders or corporators who contribute the means with which purchases of property are made are themselves best entitled to the reversion. The corporation is considered in equity as the trustee and they are the beneficiaries.1 § 1017. Property acquired by eminent domain. It was formerly held that property acquired in the exercise of the right of eminent domain reverted to the original owner, and that the right itself, being in the nature of a public franchise, reverted to the state upon the repeal of the charter or dissolution of the corporation. Recent authorities are in conflict on the subject.2 1 Bacon v. Robertson, 18 How. 480; Heath v. Barnum, 50 N. Y. 302; Linn v. Robertson, 6 Wall. 277; Robinson v. Lane, 19 Ga. 337; Lathrop v. Steadman, 13 Blatchf. 134; Blake v. Portsmouth, etc., R. R. Co., 39 N. H. 335; Mumma v. Potomac Co., 8 Pet. 281; Fox v. Horah, 1 Ired. Eq. 358; Curry v. Woodward, 53 Ala. 371; Powell v. N. Mo. R. R. Co., 42 Mo. 63; Ward v. Dummer, 3 Mason, 308. Statutory provisions to this effect are found in some of the states. Nevitt v. B'k, etc., 14 Miss. 513; McCoy v. Farmer, 65 Mo. 244; Owen v. Smith, 31 Barb. 641. 2 In People v. O'Brien, 111 N. Y. 1, the legislature of N. Y. had repealed the charter of a street railroad under a reservation of power to do so. It was held that the right of way for the same in a public street did not revert to the state, but that the title was preserved in the purchasers of the property and franchises under a sale under foreclosure of a mortgage. See Heard v. City, etc., 60 N. Y. 242; People v. White, 11 Barb. 26; Hooker v. M. I. R. Co., 12 Wend. 371. In Bailey v. M. & D. C. & M. Co., 12 Colo. 230, it was held that the right of a ditch company does not cease with the expiration of its charter, but thereafter continues for the use of its grantee. Still later, in the case of U. S. v. Church of Latter-Day Saints, 136 U. S. 1, the original doctrine was adhered to in all its strictness and rigor. This matter is sometimes regulated by statute. For construction of such statute see Erie, etc., R. R. Co. v. Casey, 26 Pa. St. 287; Plitt v. Cox, 43 Pa. St. 486. In Ohio the right of way reverts to the owner of the fee. N. Y. etc., R. R. Co. v. Parmalee, 1 Ohio C. C. Compare McCanihay v. Wright, 121 U. S. 201; Henderson v. Cent., etc., R. R. Co., 21 Fed. Rep. 358. There is no re § 1018. Where there are no shareholders or creditors.— Whenever it happens, however, that there are no shareholders or creditors, the property purchased and paid for by the corporation goes to the state upon dissolution.1 The rules of equity prevail to preserve the title where the trust in the hands of a corporation fails by its dissolution, as in the case of an individual trustee who dies possessed of trust estate. A court of equity will, in either case, protect and enforce the rights of the beneficiaries as against any and all into whose hands the trust estate may come by devise or inheritance and regardless of the technically legal title. A court of equity never allows a trust to fail or the interest of the cestui que trust to suffer for want of a trustee.2 Accordingly, upon a dissolution the assets of a corporation are treated as a trust fund belonging to the shareholders, subject only to the payment of the debts of the corporation. 1019. A court of equity will preserve rights of parties. -By the common law,the state having no interest in the debts due a corporation upon a forfeiture, they are rendered valueless to the creditor for the lack of a remedy to enforce them.3 A court of equity will interpose and furnish remedies for the collection of the debts due the corporation at its dissolution for the benefit of the shareholders and creditors upon application of either.* Yates v. Van de Bogert, version where the railroad company takes a fee. 2 Story's Eq. Jur. 976; Atty.-Gen. v. Lady Downing, Wilm. 22. 3 Commercial B'k of Natchez v. Chambers, 8 Sm. & M. 47; Moultrie v. Smiley, 16 Ga. 300. 4 Hightower v. Thornton, 8 Ga. 486. The common law methods of winding A trustee to whom a corporation has made a general assignment for the benefit of creditors may under direction of a court of equity sue for and collect debts due it for their benefit after a dissolution.1 But facts must be shown giving the court jurisdiction. A corporation cannot of its own mere motion have the administration of its assets assumed by a court of equity.2 Equity also recognizes the rights of creditors to have their claims liquidated in full or to the extent of assets as well after dissolution as in case of mere insolvency and winding up before dissolution. The lack of an adequate remedy at law is the real ground of equitable jurisdiction.3 Directors who conduct the business of a corporation after the expiration of its charter, without attempting to wind it up, may be required to account in a proceeding for that purpose instituted by the stockholders.* The capital and debts of banking and other monied corporations constitute a trust fund and pledge for the payment of creditors and stockholders, and a court of equity will lay hold of the fund, and see that it be duly collected and applied. A law distributing the property of an insolvent trading corporation among its stockholders, or giving it to strangers, or seizing it to the use of the state, would as clearly impair the ob up the affairs of extinct corporations in equity are not abolished by the New Hampshire statutes allowing a limited continuance of some of their powers for special purposes. School Dist. v. Greenland, 64 N. H. 84; 6 A. 484. 1 Lun v. Robertson, 6 Wall. 277; Lenox v. Boberts, 2 Wheat. 373; Curran v. State, 15 How. 311; Bacon v. Cohea, 12 Sm. & M. 516. Compare Fox v. Horah, 1 Ired. Eq. 362; Von Glahn v. De Rosser, 81 N. Car. 467. 2 Jones v. B'k of Leadville, 10 Colo. 464; 17 P. 272. 8 Curran v. State of Ark., 15 How. 304, 311; Shaomokin Val., etc., R. R. Co. v. Malone, 85 Pa. St. 36; Gaff v. Flesher, 33 Ohio St. 107; Broughton v. Pensacola, 83 U. S. 268; Horner v. Carter, 3 McCrary, 595; Hightower v. Thornton, 8 Ga. 486; Commercial B'k of Natchez v. Chambers, 8 Sm. & M. 61; City Ins. Co. v. Commercial B'k, 68 Ill. 348; Dudley v. Price, 10 B. Monr. 84. 4 Mason v. Pewabic Min. Co., 133 U. S. 50. ligation of its contracts as a law giving to the heirs the effects of a deceased natural person, to the exclusion of his creditors, would impair the obligation of his contract.1 § 1020. Suits may be revived after dissolution.—When a judgment of forfeiture has been rendered against a corporation, the trustees designated by statute or appointed by the court may revive all suits pending in the name of the corporation, whether at law or in equity, and prosecute them thereafter in their own names to the same effect as an executor or administrator may those pending in the name of his testator or intestate.2 § 1021. Adaptability of equitable remedies.-It is only in the exercise of general principles of equity applicable alike to all persons that courts of equity control the settlement of affairs of insolvent and dissolved corporations. Such courts have no special jurisdiction aside from the peculiar convenience of their methods for reaching and adjusting the rights and equities between the various interested parties. 8 § 1022. Protection of interests of the state. While such courts have no jurisdiction to dissolve a corporation at the suit of the state; yet they will interfere at the suit of the state, where the suit is founded upon general grounds of equity jurisdiction, the same as where an individual is party complainant. 1 People v. O'Brien, 111 N. Y. 1. 2 Nevitt v. B'k of Port Gibson, 6 Sur. & M. 513; Beaston v. Farmers' B'k of Del., 12 Pet. 134; U. S. B’k v. Merchants' B'k, 1 Rob (Va.) 589; Louisville R. R. Co. v. Litson, 2 How. 558. Where a bank had made an assignment for the benefit of creditors the court allowed the suit to proceed after the expiration of the charter without noticing the dissolution upon the record. Bank of Alexandria v. Patton, 1 Rob. (Va.) 525. See Cont. Nat. B'k v. Weems, 69 Tex. 489; 6 S. W. 802. 3 Supra, § 842. 4 Atty.-Gen. v. R. R. Companies, 35 Wis. 532, 533, and cases cited; Delaware, |