This section is from the book "The Law Of Contracts", by William Herbert Page. Also available from Amazon: Commercial Contracts: A Practical Guide to Deals, Contracts, Agreements and Promises.
In some jurisdictions there seems to be a tendency at least to distinguish between cases of voluntary and involuntary dissolution, with reference to the effect upon each of the outstanding executory contracts of the corporation. If the dissolution is involuntary, the corporation is compelled to refrain from engaging in further business by the act of the state; and it is accordingly said that in cases of this sort such dissolution operates as a discharge of the executory contracts of the corporation, without any liability for damages.1 If the dissolution is voluntary, the members of the corporation have elected to take advantage of the promise given to them by the state to terminate the existence of the corporation. The dissolution is due to their act. It has accordingly been said that in cases of voluntary dissolution the corporation remains liable upon its outstanding executory contracts and that damages can be recovered as for breach thereof.2 Dissolution and voluntary liquidation do not bar a right of action for damages.3
2 Williamson County Banking & Trust Co. v. Roberts-Burford Dry Goods Co., 118 Tenn. 340, 9 L. R, A. (N.S.) 644, 101 S. W. 421.
3 Measures Bros., Limited, v. Measures , 2 Ch. 248.
1 Shields v. Ohio, 95 U. S. 319, 24 L. ed. 357.
2 Shields v. Ohio, 95 U. S. 319, 24 L. ed. 357.
3 Burton v. Bay State Gas Co., 188 Fed. 161.
1 Tennis Bros Co. v. Wetzel & Tyler By., 140 Fed. 193; Griffith v. Boom & Lumber Co., 46 W. Va. 56, 33 S. E. 125.