In re Senora & Sinaloa Irrigation Co. 77 Eq. was held to be subject to the imposition, and this imposition was payable out of assets to which the corporation no longer held the legal title. The decision does not dispose of the present question, for here we have the case of a legal entity, not only stripped of its property and franchises, but actually declared to be dissolved. The question here is, does the interest run on notwithstanding the dissolution? The language of the act seems to indicate that it does. Nothing could be more general or more explicit. The tax remaining unpaid shall thenceforth bear interest at the rate of one per centum for each month until paid; and “shall also be a preferred debt in case of insolvency." P. L. 1884 p. 236 § 6. If there were nothing but insolvency, it could not, in view of this language, be argued that interest did not run in the case of a tax imposed before insolvency. It is, however, said that there is not only insolvency but corporate death working an extinguishment of corporate obligation to pay interest from the time of death; for how, it is asked, can there be obligation without an obligor? The answer is, that the receiver or trustee is substituted by law to perform the obligation, as far as the assets extend. The case of Rosenbaum v. Credit System Co., 61 N. J. Law (32 Vr.) 546, throws light on the question. There, suit was brought by an agent on a continuing contract to serve the Credit System Company for a term of years, unexpired when the company failed. A receiver was appointed and the company's charter declared forfeited. The supreme court treated the contract as one for skilled personal service, and held that it was terminated by the dissolution of the corporation as it would have been by the death of a master. But the court of errors and appeals held otherwise. It declared that the court below had overlooked the fact that the capital of the corporation stood as a trust fund for the payment of its debts, and that by the terms of the decree, which forfeited the defendant's charter, the corporation was not dead, so far as the ascertainment of its obligations and their satisfaction was concerned. It was held that the forfeiture of the charter did not bar the plaintiff's recovery of damages for failure to perform the terms of the contract unexpired at the date of that forfeiture. 7 Buch. In re Senora & Sinaloa Irrigation Co. Strictly speaking, it is impossible for a corporation to violate the terms of a contract after its power to act has been taken from it and it has ceased to exist. But, nevertheless, a remedy was given against the assets as extensive as that which would have been given against the corporation had it remained in esse and refused to perform. The case seems to go to quite the length of the attorney-general's insistment in the present case. The decree in that case did, indeed, declare the charter forfeited, with the reservation "except for the purpose of collecting the property and assets of the defendant," but this is substantially the statutory reservation in all cases of dissolution. Section 56 of the Corporation act provides that when any corporation shall be dissolved, "in any manner whatever" (of course, including dissolution by proclamation), the court of chancery may appoint one or more persons to be receivers, "with power to prosecute and defend in the name of the corporation, or otherwise," and section 54 provides that upon the dissolution, "in any manner," of any corporation, the directors shall be trustees with authority to sue for and recover debts and property, "by the name of the corporation,” and shall be suable by the same name or in their own names. From this it is apparent that although the corporation is dissolved, the legal entity is still deemed existent for the purpose of suing and being sued. If, in this condition, it can be liable for unliquidated damages accruing after decree of dissolution, why should it not be liable for interest on the tax when the statute itself says that the tax shall bear interest until paid. Section 6 of the act of 1884 provides that "the tax, when determined, shall be a debt due from such company to the state, for which an action at law may be maintained." If this state should institute an action, how could the corporation, in view of the principle established in the Rosenbaum Case, plead in defence its own death as a bar to a recovery? If the statute has attached interest to the debt, I do not see how it could resist the entry of judgment for both principal and interest. It is said that the common practice is for the receiver to calculate interest on claims presented and allowed, up to the time of Pritchett v. Newbold's Executors, the date of the assignment. 12 N. J. Eq. (Saxt.) 571-574. If this be the correct practice, it does not help the petitioners' case, for the legislature can make a different rule in the case of claims or debts, to which it gives a preference. As the debt is preferred, so is the interest. Both are preferred to their full extent and must be paid before unpreferred claims are paid. WILLIAM A. FREDA V. HATTIE BERGMAN, alias HATTIE FREDA. [Submitted April 4th, 1910. Decided May 13th, 1910.] 1. A suit to annul a marriage on the ground that defendant had at the time a former spouse, is not a suit merely to relieve the private grievance of complainant, but the state is also concerned, and the interests of innocent unborn children may also be involved. 2. The denial of a decree annulling a marriage, where its nullity has been absolutely established by the proof of a living spouse of one of the parties, does not establish the legality of the second marriage, but the party competent to marry may immediately marry another, and the other party may do likewise after his incapacity has been removed by the death or divorce of his spouse. 3. Where the proof in a suit to annul a marriage fails to show that the marriage is void, the decree should so recite and adjudge, and dismiss the bill on that ground. 4. A man marrying a woman having a former husband may sue to annul the marriage, though he was guilty of negligence in relying on her statements that she had been divorced from her former husband. 5. Where the nullity of a marriage has been established by clear and convincing evidence, a bar to an annulment thereof should also be established by clear and convincing evidence before a decree of nullity is denied. On bill for decree of nullity of marriage. Heard on exceptions to master's report in favor of dismissal of bill. Mr. John P. Manning, for the complainant. In this ex parte case the learned master reports that the marriage in question was null and void, but further reports that the complainant is not entitled to a decree of nullity because he was cognizant of the prior marriage of the defendant, and that such marriage remained undissolved. It is perhaps not quite clear whether the master found, as a matter of fact, that the complainant had actual notice of the incapacity of the defendant, and believed that such incapacity existed, or was merely guilty of negligence in relying "wholly upon the statement of the defendant that she had been divorced from her husband," and in refraining from making "inquiries with reference to the time when or the circumstances under which the divorce had been obtained." 1. The doctrine which has the strong support of Vice-Chancellor Pitney, and which apparently must be regarded as one of the grounds upon which he rested his decision in the case of Rooney v. Rooney, 54 N. J. Eq. (9 Dick.) 231, 245, in my opinion should not be extended. The Rooney Case, when confined to its facts, merely decides that when a married man induces a woman innocently to go through a form of marriage with him by falsely representing himself to be single, and cohabitation and pregnacy of the woman thereupon follow, he cannot come into a court of equity and relieve himself of his obligation to support his victim by obtaining a decree declaring his bigamous marriage void. The opinion of the learned vice-chancellor, however, deals with the whole subject of the policy of permitting a party who has been guilty of knowingly attempting a bigamous and therefore void marriage, to obtain a decree declaring the fact that such bigamous marriage was void ab initio, and the American decisions and the English decisions are exhibited as generally in conflict on this subject (at p. 243). See 1 Bish. Mar. D. & S. § 722; 2 Nels. Div. & Sep. $590. The correctness of the narrow proposition established by the Rooney Case, or of the wider propositions upon which Vice-Chancellor Pitney cites and discusses authorities, seems to depend on the question whether this sort of a matrimonial cause in the court of chancery of New Jersey is strictly of "an equitable nature and subject to the rules and maxims of courts of equity, rather than those of the English ecclesiastical courts." Rooney Case p. 242. In the case of Kretz v. Kretz, 73 N. J. Eq. (3 Buch.) 246, Vice-Chancellor Leaming regards this question as still in doubt in this state, but declares himself in favor of the views expressed by Vice-Chancellor Pitney. (1) The doubt in regard to this subject grows out of the unique character of all matrimonial cases involving either the existence or the continuance of the marriage state. In this class of cases, it is not the private grievance of the complainant alone which is considered, and which controls the nature and extent of the remedy, if any, which may be granted. The state is often called a "third party" to every suit for divorce or nullity of marriage. But not only the state is concerned, but the interests of innocent unborn children may be involved. If a decree of nullity is denied, where nullity has been absolutely established by the proofs, the legality of the marriage is not established. Rooney v. Rooney, supra. The fact that the marriage was null remains. One of the parties may immediately contract another alliance, and the other party may do likewise after his incapacity has been removed by the death or the divorce of his spouse. Questions of the utmost importance affecting innocent children relating to property and relating to status, may subsequently come up when the proof of the nullity of the marriage in question may be beyond reach. It seems to me that it is a sound proposition, in point of ethics and public policy, that a person in the situation of this complainant should not contract a lawful marriage with anyone without giving such lawful spouse and her possible children, in every case where it is practicable, the protection of a decree declaring his prior attempted marriage void. There is also, I think, abundance of room to argue that a similar duty rests upon a bigamist who, after his void marriage, becomes capable of marrying again by the death of his spouse, and thereupon proposes to enter into a valid marriage with an innocent party. As long as a person is permitted by law to contract marriage, it is somewhat |