Page:Federal Reporter, 1st Series, Volume 10.djvu/612

600 FEDERAL REPORTER. �as judicial experience has shown. The change oi organizatiun is too often a mere change of name, designed solely to defeat the rights of creditors. The corporation has one name to-day, and to escape its liabilities goes through the form of a new organization and takes a new corporate name, with a transfer of all the assets of the old cor- poration. Should that contrivance succeed ? Should net a court of equity hold the new answerahle for the old to the extent of assets received ? Such is the purpose of this bill. Mr. Lowery is an un- necessary party, but the allegations are sufficient to hold both of the corporations to answer. If the new corporation knew, as charged, that the demands against the old were outstanding, and with that knowledge received all the property of the old corporation without con- sideration, why should it not be held to have acquired that property cum onere ? Will not a court of equity eut through such formai con- trivances, so as to prevent the success of a scheme which operates a fraud, whether so intended or not? Such seems to be the scope of the decisions by the United States supreme court, �There may be many difficulties connected with the transfer of Per- sonal property, if such a view is to obtain, which difficulties, however, do not arise in this case. Here it is charged that the new corpora- tion took all the property of the old without consideration, charged with full notice of plaintifif's demands, and therefore, as to this plain- tiff, fraudulently. It may be that serions embarrassments will ensue, pending the litigation, if the lis pendens is to hang over the new cor- poration conceming its rights in the transferred property. Of course, it is answerable to plaintiff's demands only to the extent of the prop- erty received; and if any serious detriment as to the use or disposai of the same should arise, the court is open for such orders as may preserve the rights of the parties pending the litigation. �The attention of the court has beeu called to the Missouri statute, whose terms and procedure, it is considered, are inapplicable to the matters under consideration. The averments of the bill are suffi- cient, so far as the two corporations are concerned, but not sufficient as to Lowery. If any cause of action against him, personally, should arise, either through his connection with the respective corporations or otherwise, the plaintiff can then pursue whatever course at law or in equity may be proper; but such possibilities cannot justify the plaintiff in making him, or any other stockholder, a party defendant to the present proceeding. �The court decides that said Lowery is improperly joined as a defendant ; and the demurrer will, to that extent, be sustained, and ��� �