MASON

v.

PEWABIC MINING COMPANY; PEWABIC MINING COMPANY V. MASON

We do not say that there may not be circumstances presented to a court of chancery, which is winding up a dissolved corporation and distributing its assets, that will justify.a decree ascertaining their value, or-the value of certain parts of them, •and making a distribution to partners or-shareholders on that basis; but this is not the general rule by which the property in such cases is disposed of in the absence of an agreement.

We are of opinion that on the appeal of the defenda/nts from this part of the decree, it must be affirmed.

However honest the directors may be who conducted the business of this corporation for nearly a year after its dissolution without any attempt to wind it up, but who, oil the contrary, assessed $88,000 on the shares of the stock and collected it, and did much other of the ordinary business of mining operations, it seems to us eminently proper that in this proceeding, by -which the.court undertook to wind up the'affairs of the corporation, to pay its debts, and to realize its assets and distribute them among the shareholders, these directors should account for what they did in that time. We do not decide, nor do we think it was necessary for the court below' to have decided, whether those directors had anything in their hands which should be accounted for in the final liquidation of the partnership affairs, or whether they had not. It is the object of such an inquiry as that sought by complainants in théir bill to ascertain this fact. It was not a part of the matter referred to the commissioner in the former reference.' We think it is a-proper subject of investigation to be made by a master to whom the matter shall .be referred, with express directions to ascertain and report upon that subject. See authorities already cited.

That part of the decree, therefore,.of the court denying this relief is reversed, and the case remanded to the court below with directions to appoint a master, and to direct such an inguiry.and report.

Bradley, J.

I think the opinion -of the court assorts too strongly the right of the minority stopkholdérs to insist upon a sale. In'many cases in this country a valuation of the interest of a minority, under the direction of the court, has been deemed a proper method of ascertaining their share in the assets, where a sale would be prejudical to the interests of. the whole. '

Mr. Justice Gray was not present at the argument, and took no part in the decision of this case.