Collins

Plaintiff sued to compel the directors of the defendant corporation to dissolve the corporation and to distribute the assets among the stockholders. The individual defendants, together with the plaintiff, made up the entire list of stockholders. The corporation and those defendants constituting the board of directors (who also represented the majority of the stockholders) demurred by general and special demurrer. This demurrer was sustained and plaintiff declined to amend. Judgment went for the demurring defendants and plaintiff has appealed on a bill of exceptions.

The gravamen of the complaint is that the original purpose of the corporation has been fulfilled; that the direc- , tors are exercising corporate powers beyond the scope of the purposes of the incorporation; and that the corporation should therefore be dissolved. The complaint was filed February 28, 1929; the judgment was entered. September 21, 1929. Thus, the rights of the parties under the judgment appealed from are to be determined by the law relating to corporations existing prior to the amendments in 1931.

Under the law then existing the right of a corporation to exercise corporate powers could not be inquired…