St. Louis & Sandoval Coal & Mining Co. v. Sandoval Coal & Mining Co.

Citations

• 116 Ill. 170
• 5 N.E. 370

Syllabus

<p>1. Corporation—grounds for dissolution. When a corporation ceases to do business, leaving debts unpaid, and is insolvent and unable to prosecute the work for which it was organized, the court, under section 25 of the ■Corporation act, has the power to dissolve it.</p> <p>2. Same—assets as a trust fund—and for whom. In equity a corporation is regarded as a trustee, holding the corporate property for the benefit of its creditors and shareholders, which, upon its dissolution, a court of chancery will lay hold of as a trust fund, and distribute for their benefit.</p> <p>3. Same—priority of creditors over stockholders. Creditors of a corporation for pecuniary profit have a lien or right to priority of payment over the stockholders. The latter are the owners of the franchise, property and assets of the company which remain after its debts and liabilities are discharged.</p> <p>4. Same—who are stockholders interested in distribution of assets. A subscriber to the capital stock of a corporation for pecuniary gain, who has never paid anything for stock, and who neglects to pay assessments, and suffers a forfeiture for non-payment, can not be regarded as a stockholder in any such sense as to permit him to object to any disposition the court may make for the distribution of the assets of the corporation.</p> <p>5. Same—estoppel to claim as a stockholder, as against a new company •which he had sought to have organized. A stockholder in an insolvent ■ corporation for mining coal, joined in a bill to have the corporation dissolved • and its business closed, and was instrumental in having a receiver appointed, who made a sale and conveyance of the property, which, however, proved invalid, and he was also instrumental in organizing a new company and in■ducing it to purchase the property, and afterward to expend large sums of money in improving the property and developing the mine: Held, that under these circumstances he was estopped from asserting any interest as a stockholder o