BLAIR v. sr. LOUIS, H. & K. B. 00. 37
said creditors, and a transfer disabling it from its corporateduties is
practically such a fraud, making transferee with notice a trustee, _
taking cum onere. That doctrine is plain, where no intervening
rights are presented. The respondent's claim in this case was at the
time of the transfer a demand at large, and whether to be ultimately
established, undetermined. Subsequently, by the judgment and de-
cree of this court, said demand was established against both the old
and new corporations; but it was not then adjudged to be a lien de-
mand, speciflcally or generally. The point of the present demurrers
or "exceptions" is to have the decision of this court as to the rela-
tive rights of the respondent and of the bondholders under the mort—
gage. Had no mortgage interests intervened, the court would, inac-
cordance with decisions heretofore rendered, charge the property
transferred to the new corporation with the obligations of the old;
After the new had received the assets of the old, could it, by rnortk
gaging the same, rescue them from the quasi trust under which they
rested, by the interposition of mortgages or otherwise?
It is averred that the mortgagee had notice of the existence of the
respondents demand when the mortgage was accepted, although said
demand was not reduced to judgment and a decree thereon had. The
case is somewhat anomalous. Under the statute of Missouri, cor-
porations are readily formed, and, as heretofore stated, often formed
for the mere purpose of enabling an old corporation or private par-
ties to escape liabilities, and at the same time transfer all assets
to a new corporation; thus practically, by a mere change of name,
defeat creditors and violate obligations. Courts cut through all such
contrivances when designed to defeat honest claims, or when they
practically look to that end, especially where the stockholders and
oflicers are substantially the same. It has been heretofore held in
this case that the new corporation was charged with respondents
demand. Are the subsequent bondholders, pending the judicial de-
termination of plaintiffs rights, bound by the outcome ? It is averred
that they had notice thereof. If that be true, as is confessed, then
they took their bonds subject to respondent’s rights, and it may be
irrespective of notice under the facts charged. In the answer and
cross-bill there are allegations that the amount of unpaid stock would
be sufficient, if exacted, to meet all demands, the theory being that
the mortgagee and receiver should exhaust the remedies against de-
linquent stockholders before enforcing the mortgage. That proposi-
tion is untenable. The mortgage covers the property named therein,
on which, for security, the mortgagee relies, but it does not convey _
any right for delinquent stock. His demand is solely against the
property specifically mortgaged. Hence, so much of the answer and
cross-bill as pertains to delinquent stock is irrelevant to the present
issue. The respondent may resort thereto, if needed, as a judgment
creditor, with which controversy the plaintiff in this suit has nothing
to do.