Thus, in no view of the case, can that part of the judgment which directs a seizure, into the hands of the State, of the goods and chattels, rights, credits, and effects, lands, tenements, and hereditaments of the corporation, be supported.1
Rapallo, J., in
50 New York, 302, (505). - 1872.
In so far as the plaintiff's right to recover in this action is sought to be sustained, on the ground that at common law real estate held by a corporation at the time of its dissolution reverts to the grantor, it cannot be supported for two reasons: First, because the plank-road company has not been dissolved, and secondly, because the rule of law invoked by the plaintiff does not prevail in this State in respect to stock corporations. Under the provisions of 1 R. L. 248, and 1 R.S. 600, §§ 9 and 10, upon the dissolution of a corporation, the directors or managers at that time become trustees of its property, unless some other custodian is appointed, for the purpose of paying the debts of the corporation and dividing its property among its stockholders; and these provisions apply as well to the real as to the personal property of corporations. Owen, Receiver, v. Smith, 31 Barb. 641; 2 Kent Com. 307 and 308; notes 371 and 372 of 11 ed.; Angell and Ames on Corporations, § 799, a, 5th ed.; 46 Barb. 365. Consequently, where lands are conveyed absolutely to a corporation having stockholders, no reversion or possibility of a reverter remains in the grantor.
The conveyances to the plank-road company in this case appear to have been absolute conveyances - no condition or limitation of the estate seems to have been contained in them, and they therefore passed the whole estate of the grantor. 2 R. S., 748, § 1.
(2.) Feudal Forfeitures.
(a.) For denying tenure.
(b.) For felony.
1 See the dicta in Nicoll v. R. R. Co., p. 527, supra. See also Wentworth v. Payne, 74 N. Y. 196 (200). This supposed rule that land undisposed of by a corporation returns to the grantor when the corporation is dissolved is usually regarded as a part of the feudal doctrine of escheats. For a discussion of the origin and validity of the rule, see Gray's Rule Against Perpetuities, §§ 44 - 51. - Ed.
(3.) The Possibility of Reverter in Case of a Fee upon Special Limitation.
18 New York, 96. - 1858. [Reported herein at p. 521.]
Allen, J., in
155 Massachusetts, 171. - 1892. [Reported herein at p. 525.]
(4.) The Contingent Right of Re-entry in Case There Should be a Breach of a Condition Subsequent.1
12 New York, 121. - 1854. [Reported herein at p. 527.]
151 New York, 143. - 1896, [Reported herein at p.533.]
a. Vested remainders.
97 Illinois, 113. - 1880.
1 This also is sometimes called, but improperly, a " right of reverter." - En.
2 "A remainder is a remnant of an estate in land, depending upon a particular prior estate, created at the same time, and by the same instrument, and limited to arise immediately on the determination of that estate and not in abridgment of it." 4 Kent's Com. 197. This definition of a common-law remainder involves the following essential features, usually stated separately: (1) That a remainder is created by express limitation, - cannot arise by operation of law. (2) That a remainder must depend on a particular estate created out in the opinion. Mary married Henry Abbott and died, leaving her husband and one child her surviving; the child died later under age, leaving its father its only heir-at-law. Elizabeth married as her second husband, Benjamin Green, and is now deceased, leaving Green and her three sisters her surviving. One of the sisters brings this suit, claiming that Elizabeth died seised of a fee.
Mulkey, J. - The whole controversy in this case turns upon the construction to be given to the second clause of the will of William C. Thompson, through which all the parties claim. It is as follows: " Second. After the payment of such debts and funeral expenses, I
by the same livery or deed. (3) That a remainder must not be so limited as to cut short the particular estate before its natural termination. (4) That a remainder must be ready to take effect in possession immediately upon the termination of the particular estate upon which it depends.
From (3), above, it follows that a remainder cannot be limited after an estate at will or by sufferance, nor after an estate in fee unless such estate be a fee-tail. A remainder (so called) limited after an estate for years is but a quasi-remainder, for the seisin is in the "remainderman," the possession of the tenant is that of the "remainderman" in this respect. As will be seen, an estate for years will not support a contingent remainder.
An estate for years, being but a chattel, could not at common law be divided up into a particular estate and a remainder limited thereon. But see § 40, N. Y. R. P. L.
Modern statutes have modified many of these rules. (1) The New York Revised Statutes of 1830 broadened the scope of the term remainder. "Where a future estate is dependent on a precedent estate, it may be termed a remainder, and may be created and transferred by that name." R. P. L., § 28. "A remainder may be limited on a contingency, which, if it happens, will operate to abridge or determine the precedent estate; and every such remainder shall be a conditional limitation." § 43, R. P. L. Thus it will be seen that shifting executory estates (see below) have become in New York one class of "remainders." (It is to be observed here that the N. Y. Real Property Law of 1896 (ch. 547) is a re-enactment of that portion of the Revised Statutes relating to real property, with few material changes and that the N. Y. R. S. on these topics were substantially re-enacted in Michigan, Minnesota and Wisconsin, and have influenced the legislation of many other States.) In Georgia it appears that any future estate, even a springing use or springing executory devise, is a "remainder." Code, 1895, § 3098. (2) A "remainder" may be so limited as to cut short the preceding estate (§ 43, N. Y. R. P. L.) and may, therefore, be limited after a fee on condition. (3) A "remainder," to be valid, need not be ready to take effect in possession immediately upon the determination of the particular estate. See §§ 47, 48.