Hammond v. National Life Ass'n

Ingraham, J. (dissenting):

I dissent. The defendant was a corporation organized under the laws of the 'State of Connecticut. The summons in-this action was served upon the Superintendent of Insurance on the 15th of July, 1899, and the warrant of attachment was granted on the 29th of July, 1899. Prior to the commencement of this action and on July 7, 1899, a decree was entered in an action pending in the Superior Court of Hartford, Conn., upon the appearance of the defendant whereby it was decreed that the said defendant corporation be dissolved ; and a receiver of all the property of the corporation was duly appointed. We have thus the decree of a court of general jurisdiction of a sister State entered upon notice to, and the appear*458anee of, a corporation duly incorporated hy the laws of that State-by which such corporation is dissolved. The plaintiff attacks this decree as having been improperly made and not in compliance with the statutes of the State of Connecticut, but this court cannot review the action of a court of general jurisdiction dissolving a corporation when the court entering the decree of dissolution had jurisdiction of the subject-matter and of the person of the defendant corporation which was dissolved. This judgment of the Superior Court of the State of Connecticut stands unreversed and in full force and effect, and we are bound to give to it full faith and credit. The provisions of the statute of the State of Connecticut before the Special Term show that the Superior Court of the State- of Connecticut had jurisdiction to dissolve corporations organized under the laws of that State, and being a court of general jurisdiction and having jurisdiction over the person of the parties to the action, it seems to follow that such a decree could not be attacked collaterally. I think, therefore, we are bound to assume that the decree of the Superior Court of the State of Connecticut was a valid decree and that by it the Connecticut corporation became dissolved; and, that being so, it would seem to follow that no action could be brought against this dissolved corporation and that the attachment and judgment entered in such an action was a nullity. (Sturges v. Vanderbilt, 73 N., Y, 384 ; Rodgers v. Insurance Co., 148 id. 34.)

The receiver appointed by the. decree of the Connecticut court was vested with the title to all of the property of the corporation in this State. As such receiver he “ can reduce to possession. all the property of the defendant in this state, and can bring replevin for that purpose* or trover to recover damages for conversion. Notes and accounts may be collected by the usual .proceedings in our courts, which regard a foreign receiver as representing the original owner and open their doors to him as they do to a domestic receiver. * * * Every remedy to gather in the assets is afforded, unless it would interfere with the policy of the state or impair the rights of its own citizens.” (Mahon v. Ongley Electric Co., 156 N. Y. 201.) The doubt entertained by the learned judge below that “ even though the defendant may have been dissolved, a suit may still be maintained against it in this State by a domestic creditor seeking to secure the payment of his debt out of a corporate prop*459erty in this State” certainly seems to me without justification. There can be no doubt but that a domestic creditor would have the right to apply to the courts of this State to secure the payment of his debts out of the property of such a corporation; but such a proceeding would be in the nature of an action in equity for the appointment of a receiver, and not by an action against the dissolved corporation which, by its dissolution, has ceased to exist. A dissolved corporation can no more be sued than can a dead person. An action commenced against it is ineffectual for any purpose, as there is no defendant. Any attachment issued in such an action is a nullity, and the property of the corporation having become vested in the receiver appointed by the Connecticut judgment was not subject to levy under an attachment in an action against the dissolved corporation if such an action could be maintained. I think that the levy should have been vacated.

Order affirmed, with ten dollars costs and disbursements.