Morrison v. American Snuff Co.

Citations

• 79 Miss. 330

Syllabus

<p>1. CORPORATIONS. OonsoMdation. Assets. Liabilities. Trust funds.</p> <p>A corporation created by the consolidation of several corporations holds the assets received from each of the constituent corporations in trust subject to the claims of the creditors of the original corporations.</p> <p>2. Same.</p> <p>Where corporations consolidate—</p> <p>(a) The new company is liable for the debts of the old to the extent of the property received from it;</p> <p>(b) The creditors’ remedy may be pursued either at law or in equity, the existence of the legal remedy, where one exists, not being exclusive;</p> <p>(c) No one of the constituent companies can give away its assets to the prejudice of its creditors; and</p> <p>(d) The new consolidated company holds the property received from the absorbed companies with notice of any trusts attaching to it in favor of creditors, and is not a bona fide purchaser.</p> <p>3. Same. Attachments. Ga/rnishment.</p> <p>A creditor of a nonresident corporation which has been consolidated into a new nonresident one may attach the new corporation at law and garnish a debt to the old company which has been transferred to the new one.</p>