Dissolution

The dissolution of a contract is the annulling its effects between the contracting parties. The dissolution of a partnership is the putting an end to the partnership. Its dissolution does not affect contracts made Vlween the partnership and others; so that it is entitled to all its rights, and liable on its obligations, as if it had not been dissolved. See Partnkhsiiip. Of Corporations. Dissolution of corporations takes place by act of legislature (but in America only by consent of the corporation, or where the power to dissolve baa been reserved by the legislature); by the loss of all the members, or an integral part of them; by a surrender of the charter; by the expiration of the period for which it was chartered; by proceedings Cor the winding up of the company under the law; or by a forfeiture of the franchises, for abuse of its powers. Where a method of procedure for dissolution has been prescribed by statute, as is now usual, such method is exclusive; Kohl v. Lilienthal, 81 Cal. 378, 20 Tac. 401, 21' Pac. 6S0.

0 L. R. A. 520.

— The loss of memhers will not work a dissolution, so long as enough memhers remain 29 X. E. 510; nor does a failure to elect officers; Com. v. Cullen, 13 Pa. 133, 53 Am. Dec. 450; Evarts v. Mfg. Co., 20 ( United States Electric Lighting <'". v. i.eiter, 19 D. O. 575; Rose v. Turnpike Na.Ua (Pa.) 46;

— or trustees; B] U. S. 131, 26 Sup. Ct 201, 50 L. 1 of an e.ration; \ University v. Indiana, 1 l How. (1 14 L. Ed. 41G; nor does the all the officers of a corporation work. solution; Muscatine Turn Veiein v. 1 is la. 469; hut it is said that a municipal or charitable corporation may hi' dit olved bj >s of all its memhers, although this mode of dissolution cannot take pli ease of business corporations which have a transferable joint stock, because the porate shares, being personal property, must always belong to SOI and BUCb person must of necessity be a member of the corporation; 5 Thomp. Corp. S 6652; B Glass Manufactory v. i-mu'don, 24 Pick. (.Mass.) -1!».::."> Am. Dec. 292. And even where all the shares of stock pass into the ha: less than the prescribed Dumber of stockholders, there is no dissolution, even t. they may have passed into the hands of tlDO is; Russell v. Mc Lellan, 14 Pick. (Mass, i 63;

— or of a 8ingU person: N< Mfg. Co. v. White. 42 Ga. 11^: and such person could carry on the corporate business; id. See Stoc ehozj Ordinarily, a corporation may by a majority vote surrender its franchises; Mc<urdy v. Myers, 14 Pa. 535; Black v. Canal •',,.. 22 N. J. Eq. 104; Tread well v. Mfg. Co., 7 Gray (Mass. i 393, 66 Am. Dec 490; Si Woolen Mills Co., 115 Tenn. 266, 89 B. W. 741, 2 L. R. A. (X. S.i 493, 112 Am. St. Rep. 825; Hitch v. Hawley, 132:;. Y. 221. E. 401; but such a surrender must be a ed by the state; Wilson v. Proprietors ol Centra] Bridge, 0 R. I. 590; excepting where ickholders are liable for the debts; La Grange & M. It. Co. v. Rainey, 7 Cold. (Tenn.) 420. A corporation is not dissolved or its franchises forfeited by its insolvency and assignment of its assets for the benefit of its Creditors, where the state ! ri • have the charter forfeited, and there is no surrender thereof by act of holders; State v. Butler, 86 Tenn. 61 ' v. Bank, 1 1 Cok). 97, 17 Pac 280; Adams v. Milling Co., 3 A Don-user of corpora'. a not of it-elf work a dissolution, even though it he for twenty years: Laritan Water I Co. v. Veghte, 21 X. J. Eq. 463; 1 □ Strickland v. Prichard, -'». where ■ ad 1 een no corporate acts peri for:_'.". years and it was held there was a dissolution. The question is oi and intent; 5 Tlmmp. C The fact erty for the payment of its debts and for several years held no annual meetings or elected directors, does not work a dissolution to the extent of preventing its maintaining an action for a debt due it; id. § 6GG0. The sale of the property and franchises of a corporation in foreclosure proceedings does not, ipso facto, work a dissolution. It will pass the franchise of the company to operate or enjoy the particular property foreclosed, but not its primary franchise to be a corporation; 5 Thomp. Corp. § 6662 (but that the corporation is extinguished by such a sale, see 37 Mo. 131). The insolvency of a corporation or the appointment of a receiver therefor does not work a dissolution; Boston Glass Manufactory v. Langdon, 24 Pick. (Mass.) 49, 35 Am. Dec. 292. As to dissolution by consolidation, see Merger. The forfeiture of a charter by misuser or nonuser is complete only upon a final adjudication thereof in a competent court, upon proper proceedings at the suit of the government which created the corporation, and in the courts of such government; Mo raw. Priv. Corp. 959, 1015; the existence of the charter cannot be attacked collaterally, or by an individual; Proprietors of Charles River Bridge v. Proprietors of Warren Bridge, 7 Pick. (Mass.) 344; Chesapeake & O. Canal Co. v. R. Co., 4 G. & J. (Md.) 1. But when the legislature has reserved the right to revoke a charter for abuse of its privileges or failure to perform a condition, it may enact the repeal at the proper time; Crease v. Babcock, 23 Pick. (Mass.) 334, 34 Am. Dec. 61; Erie &