MARTIN CLARK, Administrator of the Estate of W. P. C. WHITING, Deceased, et als. v. CITY AND COUNTY OF SAN FRANCISCO et als., 53 Cal. 306

By the Court, McKinstry, J.: Plaintiffs ask judgment that the City and County pay to them three-eighths of the moneys assessed as the value of certain outside lands taken for a public park. The case shows that plaintiffs had no claim delineated on the “ Outside Land Map,” and were therefore not within the category of those recognized by the ordinances and statutes relating to the lands in which they now assert a right.

It further appears that the lands were delineated on the map at the request and in the name of a corporation—the “ Citizens’ Homestead and Road Association that plaintiffs never paid the taxes and assessments on the lands, but that the same were paid by the Association, and that no copy of the complaint was filed with the Clerk of the Board of Supervisors, nor did plaintiffs otherwise attempt to intervene between the Board and the Homestead Association. (Statutes 1867—68, secs. 4 and 8; Statutes 1869—70, sec. 3.) Under these circumstances it is obvious that plaintiffs have no claim against the City and County.

Uor does the record show a case against the other defendants.

Assuming (as is claimed by plaintiffs) that the corporation was dissolved by the expiration of the period of its existence as declared in the articles, the persons who were its directors at the time of the dissolution continued as trustees of the creditors and stockholders, with full power to settle the affairs of the corporation, to collect and pay the outstanding debts, and divide among the stockholders the moneys and other property remaining after the payment of the debts and necessary expenses. (1 Hittell’s General Laws, arts. 761—2.) And if the places in the Board of Trustees became vacant, or plaintiffs were dissatisfied with the Trustees, (after the dissolution) they could have had Trustees appointed. (Ibid., art. 763.) After the dissolution such Trustees were necessary parties to any action affecting the rights or interests of the late corporation in property, real or personal.

If the deeds made by Rowell and Flanagan, “ pretending to act as President and Secretary,” were void, the Trustees could complain, because the lands attempted to be conveyed were still the lands of tile corporation, or of themselves, by operation of law, successors to the legal title in trust for the stockholders. The plaintiffs, as individuals, have no legal estate in the lands which they conveyed to the corporation.

If, as stockholders, they could have commenced proceedings by bill to have the deeds executed by Rowell and Flanagan set aside, and to have the property of the late corporation properly applied and distributed, the trustees, representing the. stockholders in the late corporation, would have been necessary parties to such proceedings, without whom no final decree could have been entered. They alone were empowered to settle the affairs of the corporation and make proper application of its assets.

Certainly, plaintiffs, claiming to have some interest in the lands which had stood in the name of the corporation, would not be entitled to a decree requiring the apparent grantees of the corporation to convey the title to them, without any regard to the creditors of the corporation, or without the presence of those made by law responsible for the due administration of the effects of the corporation. Judgment and order affirmed.