1 The feudal escheat in these cases was to the grantor - the creator of the fee in question. Since the statute quia emptores all conveyances in fee are theoretically transfers of a fee already in existence and not the creation of a new fee, and the escheat is to the grantor's lord. Where tenure is abolished there can be no technical escheat, but there is unsually a statutory escheat, on failure of heirs, to the State. See N. Y. State Const., art. I., § 10. - Ed.
We have thus far examined the judgment which directs a seizure of the goods and chattels, rights and credits, lands and tenements, of the corporation, on the assumed position that they will necessarily fall to the State on the dissolution of the corporation. We shall now inquire into the correctness of this position. In order to elucidate the subject, we shall examine it in detail; and in the 1st place inquire, what becomes of the lands and tenements - 2d, what becomes of the goods and chattels - and 3d, what becomes of the rights and credits, of the corporation; and we shall find that each of these three items is governed by different principles. 1st. As to the lands and tenements. - "When a corporation is dissolved," says Sir William Blackstone, "the lands and tenements revert to the person or his heirs who granted them to the corporation; for the law doth annex a condition to every such grant, that if the corporation be dissolved, the grantor shall have the lands again. The grant is only during the life of the corporation, which may endure forever; but when that life is determined by the dissolution of the body politic, the grantor takes it back by reversion, as in the case of every other grant for life." B. Com. 484. This is the doctrine advanced by Lord Coke. Co. Litt. 13 b. See also, 2 Kyd on Cor. 516; 2 Bac. 32; 2 Cruise, 493; and Colchester v. Seaber, 3 Burr. 1866. We see but little in the books that contradicts or questions those authorities, and the cases that look a different way, maintain that the lands would escheat. 2 Bac. 32. If either of those principles be correct, we feel warranted in determining that the corporate lands and tenements cannot by seised into the hands of the State, and certainly not in the manner contemplated by this judgment. 2d. As to the goods and chattels. - On this subject the books are almost silent. In the argument of Colchester v. Seaber it is said by Sir Fletcher Norton, on the authority of 1 Ro. Ab. 816, that the goods and chattels go to the crown. An English writer, who has collected together most of the cases on corporations, concludes his remarks on the effect of a dissolution in these words: "What becomes of the personal estate is, perhaps, not decided; but probably it vests in the crown." 2 Kyd on Cor. 516. We do not feel under the necessity of resolving any doubts which may rest on the subject; for if the law were conclusive, that the goods and chattels in this case would vest in the State on the dissolution of the corporation, yet we have already seen that this would not be as a forfeiture, but because they were without an owner, and that the claim of the State could not exist until after judgment; consequently it is impossible to include them in the terms of the judgment. 3d. As to the rights and credits of the corporation. - These, as applying to debts, etc., due to the corporation are supposed to be of considerable amount, and have formed a principal feature in every view of this case. But the importance of the case, arising from the amount in controversy, cannot affect the principles by which it is governed; and when those principles are fixed, they must be declared, let the consequence to individuals or the community be what it may. That the debts are necessarily lost to the corporation naturally follows from the principles we have examined. For when dissolved they have no existence, and can have no claim to, nor control over, anything whatever. They not only die, but leave no representative behind them. This, in every respect, is the case with aggregate corporations. Sole corporations depend, in this respect, upon principles somewhat different; but with them we have no concern. But although the debts fall out of the lifeless hands of the corporation, at the same time with their real and personal estate, yet when thus out of their hands, they are very different in their natures from the real and personal estate. Lands and goods have a necessary existence, although they may be without an owner in being or in expectancy. They continue in being, and may be made the subject of possession by occupancy. But this is not the case with respect to debts. They have no necessary existence, and are so conclusively personal, that they cannot exist without an obligor and obligee in being, or in expectancy. And on the death of the obligor or obligee, without the possibility of a representative, the obligation ceases. Such appears to be the case on the dissolution of a corporation aggregate. Blackstone says, "the debts of a corporation, either to or from it, are totally extinguished by its dissolution; so that the members thereof cannot recover, or be charged with them, in their natural capacities. 1 Bl. Com. 484. 2 Kyd on Cor. 516, uses the same language. 2 Bac. 32, advances nearly the same doctrine, on the authority of Lev. 237; Owen, 73; and 2 And. 107. And this doctrine is either directly or indirectly supported in a variety of cases. See the before-mentioned case of Colchester v. Seaber. Also Rex v. Pasmore, 3 T. R. 199; The Mayor, etc., of Scarborough v. Butler, 3 Lev. 237; 4 Com. Dig. 273. If this doctrine be correct, and we find it uncontradicted, the seizure of the rights and credits of the corporation is impossible in the nature of things; because their existence ceases as the claim of the State commences. But even if they could be seised into the hands of the State they would be unavailing. The debts due to the corporation could not, on any common-law principle, be collected by the State, or its agent; there being no privity of contract, either in fact or law, between the State and the debtor to the corporation. It is true, that when the powers of the corporation have lain dormant for many years, and have afterwards been revived by a new charter, they have been considered capable of collecting debts formerly due to them. This was the case in Colchester v. Seaber. And even when the name of the corporation has been changed by letters patent, they have collected debts due them by their former name. This was done in The Mayor, etc., of Scarborough v. Butler. But these cases were decided on the principle that the corporation that sued was, virtually and substantially, the same body that made the contract, and to whom the obligation was properly due. But such is not the case with the State. It has no connection with the obligor or the obligation, and cannot recover the debt by suit. Nor does the act of Assembly, authorizing the collection of the corporation debts by commissioners to be appointed for that purpose, make any alteration in the case. This act was not intended to make a new law to regulate those debts or to alter the principles that governed the corporation contracts; but seems founded on the supposition that the debts would become due to the State by the seizure of the corporate franchises, and therefore make provision for having them collected by commissioners. There is nothing in the act calculated to give those debts a continued existence after the dissolution of the corporation. The act only presumes they would by law have such an existence, and therefore makes a disposition of them. The debts must, therefore, be considered, on common-law principles, unaffected by the act; and therefore subject to extinguishment by a dissolution of the corporation.