Chicago Title & Trust Co. v. Wilcox Bldg. Corp., 302 U.S. 120 (1937)

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Chicago Title & Trust Co. v. Forty-One, Thirty-Six Wilcox Bldg. Corp.

Nos. 23 and 24

Argued October 21, 1937
Decided November 15, 1937
302 U.S. 120

CERTIORARI TO THE CIRCUIT COURT OF APPEALS

FOR THE SEVENTH CIRCUIT

Syllabus

1. A corporation, dissolved and put out of existence by the State which created it, may not invoke the powers of a court of bankruptcy under § 77B of the Bankruptcy Act. P. 124.

The record does not present a case where creditors are the moving parties, or where there has been any act of bankruptcy committed by the corporation, or where any pertinent law of the State is in conflict with the federal bankruptcy laws.

2. A private corporation can exist only under the express law of the State or sovereignty by which it was created. Its dissolution puts an end to its existence, and there must be some statutory authority for the prolongation of its life, even for litigation purposes. P. 125.

3. Under the Illinois law a corporation is without corporate capacity to initiate any legal proceedings after two years from the date of its dissolution, and this includes a proceeding for reorganization under Bankruptcy Act § 77B. P. 126.

4. State laws in conflict with the laws of Congress on the subject of bankruptcies are suspended only to the extent of actual conflict. P. 126.

5. How long and upon what terms a state-created corporation may continue to exist is a matter exclusively of state power. P. 127.

6. Section 77B of the Bankruptcy Act does not enable stockholders to resuscitate, in any other guise, a corporation the powers and existence of which, save for the winding up of pending litigation, have been extinguished by the State that created it. P. 129.

86 F.2d 667 reversed.

Certiorari, 301 U.S. 676, to review the affirmance by the court below of an order of the District Court entered in a reorganization proceeding under 77B of the Bankruptcy Act. The order confirmed the report of a special master and commanded a receiver in possession of property in foreclosure proceedings in a state court to turn over to a temporary trustee, and restrained further prosecution of the foreclosures.