Vicksburg & Yazoo City Telephone Co. v. Citizens' Telephone Co.

Citations

• 79 Miss. 341

Syllabus

<p>1. CORPORATIONS.' Sale of property. Creditors. Eqwlty. Unliquidated damages.</p> <p>Where one corporation transfers all of its property to another, and ceases to do business, its liabilities are enforceable in equity against the property in the hands of the purchasing corporation, if the transfer is not bona fide, and the jurisdiction of equity is not affected by the fact that the proceeding involves incidentally the ascertainment of unliquidated damages. Morrison v. American Snuff Co., ante 330, cited.</p> <p>8. Same. Bona fides of sale. Allegation. Equity pleading.</p> <p>The allegation in a creditor’s bill that a corporation has sold all of its property and ceased to do business, thus necessarily rendering itself unable to perform a contract with the complainant, of which the purchasing corporation had notice, is equivalent to charging that the transfer was not bona fide.</p> <p>3. Same. Consolidation.</p> <p>That one corporation has transferred all of its property to another, and ceased to do business, does not constitute either a consolidation or a merger, but is attended by the results of consolidation in so far as the rights of its creditors are concerned, and its property may, in equity, be subjected to their demands while in the hands of the purchasing corporation.</p>