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tion 31 of the same act. The certificate of such dissolution was filed August 2d, 1910, and duly published, and no question is raised as to the regularity of this proceeding. When the sheriff went to serve the summons on the registered agent, he was informed by one McLaren, the office manager, of the dissolution, but undertook to serve the paper notwithstanding such information. The matter was presented on this state of facts at the November, 1910, term of this court, and on agreement of counsel was held over to permit plaintiff to attempt service of an alias summons on the resident director of the corporation, who was the same McLaren already mentioned. He again rejected the service on the ground that he had resigned as a director. In point of fact his resignation had been sent in to his fellow members of the board of directors who undertook to accept it at a meeting on November 5th. The second writ was handed to him on November 3d. The attack is on both writs.
There can be no doubt that if the proceeding for dissolution had not taken place, the first service was good. But it is argued that the dissolution revoked all agency of the registered agent, and that in fact it defeated any remedy in tort against the corporation itself.
By sections 51 and 55 of the act it is provided that upon dissolution the directors shall be trustees to "settle the affairs” of the corporation, collect its debts and realize on its assets; and may sue for and recover debts and property by the name of the corporation, and shall be suable by the same name or in their own names or individual capacities, for the debts owing by said corporation, &c.
Section 56 provides for the appointment of receivers, if necessary. for similar purposes. These sections manifestly have the effect of continuing a quasi-corporate existence at least for the purpose of ordinary liquidation. It is argued, however, that claims against the corporation arising out of torts are not included therein. Conceding this for present purposes, we still think that section 53 is broad enough to give plaintiff a standing under his writ. That section provides that "all corporations, whether they expire by their own limitation or be annulled by the legislature or otherwise dissolved, shall be
continued bodies corporate for the purpose of prosecuting and defending suits by or against them, and of enabling them to settle and close their affairs, to dispose of and convey their property and to livide their capital, but not for the purpose of continuing the business for which they were established.” It appeared first on our statute books as section 42 of the Manufacturing ('orporations act of 1816 (Rel. Stat., pp. 112, 150), where the existence was continued for three years only after dissolution; secondly, as sertion 38 of the act of 1819, relating to companies for manufacturing and other purposes (Pampl. L., pp. 300, 309), in which the term is extended to five years, consequently it antedates by over a quarter of a century sections 51 and 5), which seem to have been first enacted in 1875. The general object of section 53, as evident from its language, indicates that it is remedial in character; and this indication is confirmed by the extension of the threeyear period to five years and then indefinitely. Ilence, the section must be liberally construed. Examining it in the light of this rule, we think that the words "prosecuting suits by them" must be held to mean all suits of whatever character, and whether pending at the time of dissolution or necessary to be commenced afterwards in order to enforce a right then existing in the corporation; and, conversely, the words “defending suits against them” mean suits at law or in equity, in contract or tort, or of what nature soever, and whether begun before or after dissolution. To hold otherwise would enable a corporation to defeat valid causes of action for heavy damages by the simple expedient of dissolution and organization of a new corporation taking over the assets of thė old one.
Our view is confirmed by the provisions of the act of 1898, page 110, requiring the name and address of the registered agent authorized to receive service of process to appear on every certificate, report or statement required by law to be filed by any corporation, foreign or domestic. The certificate of dissolution was included in and was one of those meant by this language; and the defendant in fact did, on dissolution, file such a statement designating the aforesaid trust company as its agent on whom process might be served.
Kearny v. Board of Equaliz. of Taxes.
81 V. J. L.
We conclude, then, that by the terms of our Corporation act, corporations of this state are suable in tort after and notwithstanding dissolution, on causes of action theretofore arising; and that in such case service of process on the registered agent is a valid service if made in the manner provided by law. Hence, the first service brought up by this rule was legal, and that rule should be discharged, with costs. This makes it unnecessary to determine the question raised under the second rule, with regard to service on the director. Counsel can doubtless agree upon a suitable disposition of that rule.
THE TOWN OF KEARNY ET AL., PROSECUTORS, V. THE
BOARD OF EQUALIZATION OF TAXES OF THE STATE
Submitted December 1, 1910-Decided February 27, 1911.
1. A judgment of the state board of equalization will not be dis
turbed on certiorari on questions of fact unless the evidence is
persuasive that that board erred in its determination. 2. When an appeal to the state board of equalization brings up tax
valuations on separate parcels of land owned by the same parties, and such board sustains the appeal and fixes new valuations, it should by its judgment assign a separate value to each parcel separately valued by the local assessors.
On certiorari in matter of taxation.
Before Justices REED, PARKER and BERGEN.
For the prosecutors. Edward Kenny.
For the defendants, Edwards & Smith.
The opinion of the court was delivered by
PARKER, J. The town of Kearny by this writ questions the propriety of a judgment of the board of equalization of taxes
Kearny v. Board of Equaliz. of Taxes.
of this state, reducing the valuation for 1909 of real estate and personal property of defendants the Newark Meadows Improvement Company. The real estate consists of over three thousand three hundred acres of mea low land (a few acres of which have been improved by filling in) lying between the Passaic and Hackensack rivers; and the personal property, consisting of steam dredges and dumping scows, pontoons, pipe, &c., that had been used in the work of dredging from the Passaic and filling in the dredged material on the company's property. The state board reduced the valuation of the persoval property from $300,000 to $52,000, and of real estate from $1,719,533 to $365,187, which was approximately the total valuation fixed by the local assessors for the preceding year, 1908. On the hearing before the state board considerable testimony was taken and documentary evidence submitted, the latter mainly consisting of mortgages on the real property offered as indicia of its value, all of which is returned with the writ and has heen examined by us. Our conclusion on the facts is that the general valuation as fixed by the state board is not shown to be unwarranted by the evidence, and therefore should not be disturbed. The valuation having been adjudged by a statutory tribunal erected for the particular purpose and experienced in such matters, this court will be loth to interfere with its findings on matters of fact, as in the present case, unless the evidence is persuasive that injustice has been done. Turniey v. Elizabeth, 17 V room 12; Clark v. Board of Equalization, 50 Id. 454.
But a difficulty is encountered in the form of the judgment which prevents its affirmance in toto. The land was divided into blocks, corresponding to the county blocks provided for in section 76 of the Conveyances act of 1898 (Pamph. L., pp. 670, 701), and these blocks subdivided into lots upon which separate valuations were placed by the local assessor and all of which were included in the appeal. The board of equalization seems to have disregarded these subdivisions and to have reduced simply the total valuation; a course which in effect turns the entire acreage into one tract of some three thousand three hundred acres assessed anew en bloc, making it imprac
Specht v. Atlantic City. &c., R. R. ('o.
ticable either for the town to enforce collection of or the owner to pay the tax properly assignable to any subdivision.
The point is of importance, because on examination of the items, as originally assessed, there is considerable variation in values of lots in the same block, not io speak of different blocks. The board did not even direci a proportionate reduction similar to the proportionate increase ordered by a county board in Mayne Township v. Powder Company, 47 Vroom 175. We think this gross reduction was incorrect practice, and that the board should have assigned a separate value to each subdivision included in the appeal. The local assessor is required by law to describe the property by block and lot numbers as shown on the assessment maps, where such maps are adopted, and to value each parcel separately. Pamph. L. 1903, pp. 391, 399, SS 6. 9. Naturally the reviewing board should render its judgment on the same plan, or endless confusion would result.
For this reason the judgment of the board of equalization must be reversed, but without costs, to the end that said board render a new judgment according to the practice herein indicated.
WILLIAM SPECHT, PROSECUTOR, V. ATLANTIC CITY AND
SHORE RAILROAD COMPANY. DEFENDANTS.
Submitted December 1. 1910—Decided February 27. 1911.
In proceedings for condemnation of lands under the statutes relating
to eminent domain, especially the act of 1900 (Pamph. L.. p. 79). where it appears that the party seeking condemnation has power to agree on a price to be paid for such lands and the owner was accessible and competent to sell, and no bona fide effort to purchase the lands is made, the appointment of commissioners will be set aside on (crtiorari.
Before Justice REED, PARKER and BERGEX.