1. The powers and duties of the directors of a company incorporated under the Insurance act ( 2 Comp. Stat. p. 2838) at the dissolution of the company are to be ascertained by the provisions of the General Corporation act in view of section 57 ( 2 Comp. Stat. p. 2855) of the Insurance act which provides that all companies organized under the latter act shall be subject to all the duties and obligations imposed by the General Corporation act.
2. Section 58 of the General Corporation act contemplates a pro rata distribution among creditors, should assets be inadequate to pay creditors in full. Defendant will therefore be restrained from further prosecuting an action at law to recover money due to him from the dissolved corporation. Not to do so would seriously embarrass the board of directors, as statutory trustees of the dissolved corporation, from advantageously performing their trust.
3. On the dissolution of a corporation, its property constitutes a trust fund for the payment of debts and stockholders. This conception of a trust fund for the benefit of creditors inherently embraces the idea of equal protection, and the directors, as trustees of this trust, are entitled to the aid of the court of chancery to protect the trust fund from acts which will either deny an equal distribution or prevent its efficient administration by trustees.
4. Aside from this element of equitable jurisdiction, section 58 of the General Corporation act contemplates that creditors prove their claims in a manner to be directed by the court of chancery, and a pro rata distribution to creditors should the assets prove inadequate to discharge all claims.
PER CURIAM.
The decree appealed from will be affirmed, for the reasons expressed in the opinion filed in the court below by Vice-Chancellor Leaming, which rests upon the reasoning of the case of Camden Mortgage Guaranty and Title Co. v. Borton, above set out.
For affirmance — THE CHIEF-JUSTICE, TRENCHARD, PARKER, CAMPBELL, LLOYD, CASE, BODINE, DONGES, VAN BUSKIRK, KAYS, HETFIELD, DEAR, WELLS, KERNEY, JJ. 14.
For reversal — None.