dissenting: Apparently, upon the pleadings, respondent had the burden of proving an effective waiver to defeat petitioners’ plea of the statute of limitations. Farmers Feed Co., 10 B. T. A. 1069; Bonwit Teller & Co., 10 B. T. A. 1300. In my opinion this burden was sustained by their introduction in evidence of the paper, regular on its face and purporting to be a valid waiver. Petitioners, thereupon, had the burden of establishing the invalidity of that purported waiver. Whether this burden was sustained depends entirely upon the proof of the fact of dissolution of Louisiana Naval Stores, Inc., before the execution of the alleged waiver. It may well be that the statutory publication of notice of dissolution was merely administrative and not essential to dissolution, as was held by this Board in Southwestern Investment Co., 19 B. T. A. 30, but I cannot agree with the similar conclusion reached there as to the certificate of dissolution.
That certificate, absent in the present record, was the only means by which the State of Louisiana could consent to the dissolution. Act No. 267 of the General Assembly of the State of Louisiana, 1914, sec. 28. Cf. Ellett v. Morefield, 159 La. 295; 105 So. 348.
Since the charter of a corporation is, in a sense, a contract between the corporation and the state, this contract cannot be terminated any more than any other contract, by one of the parties thereto, without the consent of the other. Trustees of Dartmouth College v. Woodward, 17 U. S. 517; Fletcher Cyc. Corps., vol. 8, sec. 5449, and cases cited therein.
Petitioners, having failed to show consent to such dissolution by a certificate or otherwise, did not sustain their burden of proof of the invalidity of the purported waiver, and its validity follows on this record. Cf. Carnation Milk Products Co., 15 B. T. A. 556.
Accordingly, I dissent.
Smith agrees with this dissent.