Boston Tow Boat Co. v. Medford National Bank

| Mass. | Nov 27, 1917

Rugg, C. J.

This is a suit in equity brought on April 7, 1915, to recover an obligation claimed to be due from the defendants to the plaintiff. The Boston Tow Boat Company, named as plaintiff, was a Massachusetts corporation. It was dissolved by St. 1913, c. 277. Section 2 of that statute provides for the continuance of certain suits to which the corporation was a party, but does not include the class to which the present suit belongs. It is provided by St. 1903, c. 437, § 52, subject to the terms of which the Boston Tow Boat Company was dissolved, that it shall “be continued as a body corporate for three years after the time when it would be so dissolved, for the purpose of prosecuting and defending suits by or against it.” The statute dissolving the corporation took effect on March 12, 1913. The existence of the corporation for purposes of prosecuting or defending litigation under the last cited section therefore came to an end on March 12, 1916, being thrée years from the date of the dissolution of the corporation for general purposes. The corporation having thus ceased to exist even for purposes of litigation, no decree can be entered in favor of or against it. Thornton v. Marginal Freight Railway, 123 Mass. 32" court="Mass." date_filed="1877-06-29" href="https://app.midpage.ai/document/thornton-v-marginal-freight-railway-co-6418955?utm_source=webapp" opinion_id="6418955">123 Mass. 32. National Bank v. Colby, 21 Wall. 609" court="SCOTUS" date_filed="1875-05-18" href="https://app.midpage.ai/document/national-bank-v-colby-89039?utm_source=webapp" opinion_id="89039">21 Wall. 609, 615. Maine Shore Line Railroad v. Maine Central Railroad, 92 Maine, 476. Bank of Mississippi v. Wrenn, 3 Sm. & M. 791.

The counsel who brought the suit for the plaintiff have requested leave to show that the claim here in suit was assigned by the Boston Tow Boat Company to persons now in being before its dissolution, and to take such action by way of amendment, substitution of another plaintiff, petition for a receiver, or otherwise, as may be necessary to effect substantial justice. But in behalf of the defendant it has been stated at the bar that the essential facts warranting such amendments or consideration thereon, if allowed, are not admitted. Manifestly a hearing involving the ascertainment of disputed facts may be necessary. The appropriate tribunal, before which to settle all controverted facts and to allow such amendments as ought to be allowed in order to accomplish substantial equity, is a single justice of this court in the county where the cause is pending. The record does not now present a case where in the exercise of a discretion disposed toward the speedy and just ending of suits the powers conferred by St. 1913, c. 716, ought to be exercised.

The reservation is discharged. If no petition for amendment of the bill or for further proceeding in the case is presented on or before December 31, 1917, a decree is to be entered dismissing the bill, not on .its merits but because of the dissolution of the corporate existence of the plaintiff. Otherwise the case is to stand for further hearing before the single justice.

So ordered.