81 N.J.L. 103 | N.J. | 1911
The opinion of the court was delivered by
The question to be determined is whether a summons in an action of tort against a corporation of this state, issued after the dissolution of such corporation, was lawfully served; which in this case involves the question whether such summons could be served at all, and the still broader question whether an action of tort will lie against a corporation of this state that has been legally dissolved, or against anyone so as to charge the assets of such dissolved corporation.
The suit is based on an alleged cause of action in tort, arising in Hew Hampshire in 1908. Defendant at that time was a corporation of Hew Jersey having its principal office in this state in Jersey City, and its registered agent thereat, as required by section 43 of the Corporation act (Pamph. L. 1896), was a trust company of this state organized for that purpose. The first summons in this suit, however, was not issued until September 28th, 1910. In the interim a voluntary dissolution of the defendant corporation had taken place, pursuant to see
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 54 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 ^wasi-corpovate 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 bis 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
Our view is confirmed by the provisions of the act of 1898, page 1-10, 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.