delivered the opinion of the court.
The question involved in this case, as now presented, is not whether an insolvent corporation may, in good faith, prefer creditors, or whether the mere fact that two corporations, each having the same person as president of the board of directors,
*300and stockholders common to both, disables one to prefer the other, in good faith, as to a debt due it. These questions have been decided in this state. Arthur v. Bank, 9 Smed. & M., 394; Sells v. Rosedale Grocery Co., 72 Miss., 590. Nor is the question what preference may be given a director by a ‘ ‘ going 5 ’ corporation, not in the presence or the prospect of insolvency,- or even in that condition, if in' consummation of a promise made to obtain means to go on, in just and reasonable expectation of continuing operations successfully, and that if it became necessary for the protection of the creditor a preference would be given him. Nor is it a question as to a stockholder dealing with a corporation. Nor is it the case of an officer who advanced money or credit to the corporation, and was preferred by others of the governing body, without his being a factor in making such preference. Nor does the case involve the question in what sense and to what extent are corporate assets a trust -fund in case o’f the insolvency of the corporation, nor any other-of the numerous questions which might arise out of different circumstances in the dealings of corporations. The precise and only question now involved is, may the directors of an insolvent corporation prefer themselves, by devoting its assets to pay debts due them, or debts on which they are bound as indorsers for the corporation ? This question has not been before decided in this state, and we have no hesitation to announce that this cannot be lawfully done. To permit it would be to allow those intrusted with the governing power of a corporation to prefer themselves by their own determination and action — a proposition monstrous in the extreme, shocking to the moral sense, and wholly indefensible, as it seems to us. It is a mistake to suppose that in Sells v. Rosedale Grocery Co., 72 Miss., 590, it was held that the directors of an insolvent corporation could lawfully devote the property of such corporation to protect themselves against indorsements they had made. In that case it appears that a majority of the acting body of directors of the insolvent corporation had no interest in the *301bank which was preferred, and the sole point decided, in that aspect of the case, is that the debtor company was not disabled from preferring another by the fact that one man was president of both, and that there were persons who were stockholders in both — a widely different question from that here involved. Here the preference was resolved on and made by the active and potential participation of the beneficiaries of the assignment. By their own act they appropriated for their own benefit the available assets of the corporation of which they were the governing body.
If it be conceded that a corporation in failing circumstances may do what a natural person may, it would not follow that this preference could be upheld, for it was never heard that a natural person might prefer himself by an assignment, general or special, or otherwise. He may prefer others, but not himself. These directors, by their own will and act, preferred themselves, a thing -quite natural, but which the law cannot sanction. By their act they practically dissolved the corporation and put an end to its going, and appropriated its property to themselves, thereby destroying forever all chance of realization by other creditors from the continued operation of the corporation. We deem it unnecessary to cite the numerous cases which have more or less bearing on the question discussed. A large number of them have been collected and referred to in Commentaries on the Law of Corporations by Thompson (vol. 5, chap. 146) where quite a full discussion of the subject may be found,' and we content ourselves with this reference.
Decree reversed, demurrer overruled, and cause remanded, with leave to answer within thirty days after ma/ndate filed.