Brandon v. Umpqua Lumber & Timber Co.

SLOSS, J.

Motion to dismiss appeal. The action was brought in December, 1911, against the Umpqua Lumber and Timber Company, a corporation organized under the laws of this state, to quiet title to certain parcels of land in the county of Mendocino. The corporation answered, setting up a claim to an easement for a railroad right of way over the lands de

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scribed in the complaint. Judgment in favor of the plaintiffs was entered on January 2, 1913. On January 11, 1913, the attorneys who had appeared for the corporation gave notice that it appealed from said judgment. The respondents, presenting a certificate of the secretary of state showing that on November 30, 1912, prior to the entry of judgment, the defendant corporation had forfeited its corporate charter for failure to pay its license-tax, moved to dismiss the appeal on the ground that the forfeiture took away the right of the corporation to give notice of, perfect, or prosecute an appeal.

It is, no doubt, the rule that, unless the statute otherwise provides,_ “the effect of the dissolution of a corporation is to terminate its existence as a legal entity, and render it incapable of suing or being sued as a corporate body or in its corporate name.”

(Crossman

v.

Vivienda Water Co.,

150 Cal. 575, 580, [89 Pac. 335].) And this effect follows, whether the dissolution has been declared by judicial decree, as in the case of the Vivienda Water Company, or results from the statute declaring the forfeiture of the corporate franchise for nonpayment of license-tax.

(Newhall

v.

Western Zinc M. Co.,

164 Cal. 380. [128 Pac. 1040].) It may, too, be conceded that section 10a, added to the Corporation License Act in 1906 (Stats. Ex. Sess. 1906, p. 22) providing that the directors of a corporation forfeiting its charter are trustees of the corporation and its stockholders, with power to settle the affairs of the corporation, and to maintain or defend actions pending in favor of or against the corporation, did not, in its original form, give the trustees authority to maintain or defend actions in the corporate name. This provision is substantially similar to section 400 of the Civil Code, which was held, in