In § 7630. Plea of the Dissolution of the Corporation. strictness, when a corporation becomes dissolved, all rights of action against it abate, except in so far as they are continued by statute;1 though a court of equity will lay hold of its assets and administer them as a trust fund for its creditors and stockholders. If, pending an action or an appeal from an action, against a corporation, its charter expires by limitation. the action, and with it the appeal, must abate; but, as it cannot appear in court, or have any attorney after it is dead, there is a certain awkwardness in getting the fact of its death upon the record, but no greater, it may be presumed, than is presented in many cases in the case of the death of a natural person. In one case the counsel for the corporation suggested to the appellate court that, pending the appeal, its charter had expired by limitation; and the court, treating the suggestion as coming from an amicus curiæ, ordered that the appeal abate. Since corporations are capable of continuing an existence, under the statute law, for limited periods of time, for the purpose of winding up their affairs after dissolution, or the expiration of their charters, it is no longer regarded as a good defense to an action, merely to plead that the corporation has been dissolved. On the other hand, there may be a de facto dissolution of a corporation such as takes place by the voluntary action or non-action of its members, which will not prevent its being revived at their pleasure. Therefore, an property had passed into the hands of its directors for the purposes of liquidation, and that its power of creating any liability had ceased, etc., was bad on demurrer. Miller v. Coal Co., 31 W. Va. 836; s. c. 13 Am. St. Rep. 903; 8 S. E. Rep. 600. The court placed its decision partly on the ground that the plea did not show that the corporation was not still in existence de facto. Ibid. • Ante, § 6650, et seq.; and see, especially, ante, § 3345. See Welch v. Sainte Genevieve, 1 Dill. (U. S.) 130. averment that a corporation has distributed its shares among its stockholders, and has ceased to make any use of its franchises, is not equivalent to an averment of its dissolution, so as to render it unnecessary to join it as a party in a suit in equity, in a case where, if still in esse, it would be a necessary party.' If § 7631. Plea of Non est Factum by a Corporation. an action is brought against a corporation upon a contract alleged to be its contract, if it desires to set up the defense that the contract was executed by one not authorized as its agent, it must plead non est factum, although there is a statute requiring such a plea to be on oath. In such a case the corporation must of course make an oath by its proper officer or agent, and it must appear that the oath is made on behalf of the corporation, and that the person making it has authority from the corporation to make such denial." Stat § 7632. Verification of Pleadings by Corporations. utes exist, in some of the States, requiring the answers and pleas of corporations to be verified by some officer or person in their behalf. A New York statute provides that, where the party is a domestic corporation, its pleadings must be verified "by an officer thereof"; and a statute of Maryland requires the pleas of a corporation to be verified by the oath of some natural person, capable of making an affidavit. A statute 1 Swan Land and Cattle Co. v. Frank, 39 Fed. Rep. 456. San Antonio &c. R. Co. v. Wilson (Tex. App.), 19 S. W. Rep. 910; Barrett Min. Co. v. Tappan, 2 Colo. 124, 128. Compare Mather v. Union Loan &c. Co., 26 N. Y. St. Rep. 58; 8. c. 7 N. Y. Supp. 213. Barrett Min. Co. v. Tappan, 2 Colo. 124. That a statement in assumpsit, under Pennsylvania act of May 25, 1887, where plaintiff is a corporation, must not only be signed by an officer of the corporation, but must show his title, see Merchants' Nat. Bank v. Brooks, 6 Pa. County Ct. 314. Where the petition declared on a note and mortgage, which it alleged were executed by the duly authorized board of trustees of the defendant corporation, an answer denying that either note or mortgage were executed or made in any way by defendant was held sufficient to put in issue their validity. Babbage v. Second Baptist Church, 54 Iowa, 172. New York Code Civ. Proc., § 525. Knickerbocker &c. Ins. Co. v. Hoeske, 32 Md. 317. requiring the pleading of litigants generally to be verified, applies, it seems, to corporate litigants, as well as to natural persons; for, though a corporation cannot take an oath, it can verify a pleading by the oath of an officer or agent thereto appointed. In such a case as the last named, it must appear that the oath is made on behalf of the corporation, and that the person making it has authority from the corporation to make it. § 7633. Allegation of Citizenship of Corporations for Purposes of Federal Jurisdiction.-As the jurisdiction of the Federal courts, under the Constitution of the United States, in ordinary controversies between the inhabitants of different States, is founded upon the fact that the contending parties 1 Ante, § 7469. 'Barrett Min. Co. v. Tappan, 2 Colo. 124. Under the provisions of the Code of Civil Procedure of New York, above referred to, it seems that the "officer" who may verify a pleading for a corporation is an officer on whom process in an action against a corporation may, under another statute, be served. But a "general manager" cannot make such a verification, because he is not included in the statute relating to service of process, though the statute does include a “managing agent." Meton v. Isham Wagon Co., 15 N. Y. Civ. Proc. 259; 8. c. 4 N. Y. Supp. 215. But, under the same statute, the treasurer of a corporation may verify its answer on information and belief. Macauley v. Bromell & Berkely Printing Co., 14 Abb. N. one who stated in the affidavit that the former president of the he was " defendant"; that all the officers, including deponent, had tendered their resignations; and that "no other of Kelley v. Woman's Pub. Co., 4 N. Y. Supp. 99; 8. c. 15 N. Y. Civ. Proc. Rep. 259. A verification of a pleading by an officer of a corporation, under this statute, is a verification by the party; and such officer need not set forth therein the grounds of his belief as to matters not stated upon his knowledge. American Insulator Co. v. Bankers and Merchants' Telegraph Co., 13 Daly (N. Y.), 200. The rule seems to be the same under the North Carolina statute; so that a verification of a complaint made by an officer of a corporation, need not set forth "his knowledge, or the grounds of his belief on the subject, and the reason why it was not made by the party." Bank v. Hutchison, 87 N. C. 22; following Alspaugh v. Winstead, 79 N. C. 526. A statute of Alabama enacts that whenever in terrogatories shall be propounded to a corporation (under Code, § 2816), the answer thereto shall be made by such officer, agent, or servant of the corporation as shall be cognizant of the ficers have yet been elected or chosen fact. Ala. Acts 1888-89, No. 141, p. in their places,” – was insufficient. 121. are citizens of different States,1 the proper allegation which is necessary to show Federal jurisdiction even in the case of a corporation, is that it is a "citizen" of a particular State, other than that of the other party to the action. But it seems that equivalent expressions are admissible. Thus, in one case it was said that the citizenship of a corporation is sufficiently disclosed, for the purposes of Federal jurisdiction, by the allegation that it is a corporation duly organized under the laws of a particular State. But an allegation that a corporation was "doing business" in a "particular State" does not necessarily import that it was created by the laws of that State, or that it is a citizen of that State for the purposes of Federal jurisdiction. 1 Ante, § 7447, et seq. Brock v. North Western Fuel Co., Dodge v. Tulleys, 144 U. S. 451. 130 U.S. 341. 6062 CHAPTER CLXXXIV. QUESTIONS RELATING TO CORPORATE EXISTENCE. ART. I. IN GENERAL. §§ 7641-7652. SECTION II. QUESTIONS OF PLEADING. §§ 7658-7682. PROOF OF CORPORATE CHARACTER. §§ 7689-7713. ARTICLE I. IN GENERAL. 7641. Preliminary. 7644. Suing a corporation as such ence. 7645. A general appearance by a cor- SECTION plaintiff as a corporation estopped to deny that it is such. 7648. Extent and illustrations of this estoppel. 7649. Cases denying this principle. 7650. Assumed corporation contracting as such estopped to deny its own existence. 7651. This estoppel extends to officers, directors, and members. 7652. The question of corporate existence in criminal proceedings. § 7641. Preliminary.—The inconvenience of litigating, in an action between a corporation and a private person, the question whether it is a corporation de jure, and whether it may sue or be sued as such, is so great, that courts have resorted to various expedients to avoid the determination of this question in such a collateral way. They have been moved to these expedients by the further consideration that a determination of the question would be a determination of it for that particular case only, and not for the purposes of a case between other parties; and consequently, to that extent, its determination would be inconclusive. It is proposed to |