Oklahoma Natural Gas Co v. State of Oklahoma Same v. State of Oklahoma, s. 154

• Court: United States Supreme Court
• Writing for the Court: TAFT
• Citation: 47 S.Ct. 391,71 L.Ed. 634,273 U.S. 257
• Parties: OKLAHOMA NATURAL GAS CO. v. STATE OF OKLAHOMA. SAME v. STATE OF OKLAHOMA et al
• Docket Number: Nos. 154,187,s. 154
• Decision Date: 21 February 1927

273 U.S. 257

47 S.Ct. 391

71 L.Ed. 634

OKLAHOMA NATURAL GAS CO.

v STATE OF OKLAHOMA.

SAME

v. STATE OF OKLAHOMA et al.

Nos. 154, 187.

Submitted on Motions to Substitute Parties Jan. 3 and 10, 1927.

Decided Feb. 21, 1927.

Messrs. Lawrence H. Cake, of Washington, D. C., and David A. Richardson, C. B. Ames, C. B. Cochran and Russell G. Lowe, all of Oklahoma City, Okl., for appellant.

Messrs. George F. Short and J. Berry King, both of Oklahoma City, for State of Oklahoma.

Mr. E. S. Ratliff, of Oklahoma City, Okl., for Corporation Commission of Oklahoma.

Mr. Chief Justice TAFT delivered the opinion of the Court.

These are motions for substitution of a new party appellant in each cause. The motions are joined in by the counsel of record for the appellant and by the appellees. They show that the Oklahoma Natural Gas Company was a corporation of the state of Oklahoma organized in the Indian Territory in October, 1906, to have existence for 20 years, and that its charter would have expired by legal limitation in October, 1926; that about September 15, 1926, after the appeals in these cases were allowed, the Oklahoma Natural Gas Company, was reorganized, the resulting corporation being named the Oklahoma Natural Gas Corporation, organized and existing under the laws of the state of Delaware; that the reorganized corporation took over all the contracts, franchises, property, and assets of the Oklahoma Natural Gas Company, and assumed all the debts, liabilities, and obligations of that company, including the liability and obligation to make the refund to the patrons of the Oklahoma Natural Gas Company involved in this action, if it should finally be held that the Oklahoma Natural Gas Company itself had been obligated to make such refunds; that the Oklahoma Natural Gas Corporation assumed the performance of the public service theretofore performed by the Oklahoma Natural Gas Company; that the new corporation became and is the successor in law and in fact of the Oklahoma Natural Gas Company; that the latter company was by decree of the district court of Tulsa county, Oklahoma, duly and legally dissolved as a corporation; and that, even if the decree had not been rendered, it would have been dissolved by expiration of the time limit in its charter in October, 1926. It is said that the reorganized corporation, both by its assumption thereof and by law, is liable for the refunds or discounts involved herein, if the order requiring them is valid, and that the state of Oklahoma looks to and will look to the reorganized corporation for the payment of the same if the order is finally affirmed. The counsel for the old company, the Attorney General of Oklahoma and the counsel for the Corporation Commission of Oklahoma, all sign the motion.

There is no specific provision in our rules for the substitution as a party litigant of a successor to a dissolved corporation. It is well settled that at common law and in the federal jurisdiction a corporation which has been dissolved is as if it did not exist, and the result of the dissolution cannot be distinguished from the death of natural person in its effect. Mumma v. Potomac Co., 8 Pet. 281, 8 L. Ed. 945; National Bank v. Colby, 21 Wall. 609, 22 L. Ed. 687; Pendleton v. Russell, 144 U. S. 640, 12 S. Ct. 743, 36 L. Ed. 574; Bank of United States v. McLaughlin, Fed. Cas. No. 928; Greeley v. Smith, Fed. Cas. No. 5,748; Walters v. Western & Altlantic Railroad Co. (C. C.) 69 F. 679; Marion Phosphate Co. v. Perry (C. C. (A.) 74 F. 425, 33 L. R. A. 252; Board of Councilmen of the City of Frankfort v. Deposit Bank of Frankfort (C. C.) 120 F. 165; United States v. Spokane Mill Co. (D. C.) 206 F. 999. See, also, Edison Co. v. Westinghouse (C. C.) 34 F. 232, and Edison Co. v. United States Lighting Co. (C. C. A.) 52 F. 300. It follows, therefore, that as the death of the natural person abates all pending litigation to which such a person is a party, dissolution of a corporation at common law abates all litigation in which the corporation is appearing either as plaintiff or defendant. To allow actions to continue would be to continue the existence of the corporation pro hac vice. But corporations exist for specific purposes, and only by legislative act, so that if...