323 F2d 274 Mosaic Tile Company v. Stabe Corporation

323 F.2d 274

The MOSAIC TILE COMPANY, Petitioning Creditor-Appellant,
The STABE CORPORATION, Bankrupt-Appellee.

No. 22.

Docket 28199.

United States Court of Appeals Second Circuit.

Argued October 4, 1963.

Decided October 4, 1963.

Ronald M. Schwartz, Stamford, Conn. (Gerald J. Sullivan and Macrides, Zezima & Schwartz, Stamford, Conn., on the brief), for appellant.

William M. Sherman, Stamford, Conn. (Joseph K. Sherman, and Sherman & Sherman, Stamford, Conn., on the brief), for appellee.

Before LUMBARD, Chief Judge, and FRIENDLY and SMITH, Circuit Judges.


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We affirm in open court the order of the District Court dismissing the petition to vacate the adjudication of The Stabe Corporation as a bankrupt. Though The Stabe Corporation forfeited its corporate existence for failure to file annual reports with the Connecticut Secretary of State, under G.S.Conn., Sec. 33-21 (Rev. 1958), it continued in existence "* * * so far as may be necessary to enable it to prosecute and defend suits by or against it, close up its affairs, dispose of its property and distribute its assets." Under this provision The Stabe Corporation retained sufficient corporate power to liquidate its assets by filing a voluntary petition in straight bankruptcy. The statute placed a three year limit on the right of the corporation to seek reinstatement as an active corporation by making good its default and paying a reinstatement fee. No such limitation, however, is placed on the continued existence for winding up and liquidation purposes, in contrast to the Illinois statute in the Wilcox case.1 Moreover, the Stabe Corporation in the instant case, in contrast to the debtor in the Wilcox case, was not seeking to reorganize or revive its powers as an active corporation, but to close up its affairs, dispose of its property and distribute its assets through the liquidation provisions of the Bankruptcy Act. The result reached by the court below accords with the letter and spirit of the statutes.



Chicago Title & Trust Co. v. Forty-One Thirty-Six Wilcox Building Corp., 302 U.S. 120, 58 S.Ct. 125, 82 L.Ed. 147 (1937)