(115 A.) [6] A receiver appointed under the authority of section 3883 of the Revised Code of 1915 (as was the complainant in this cause), represents not alone the corporation of which he is receiver, but as well the interests of all creditors. He becomes a quasi assignee of the corporation. Cooney Co. v. Arlington Hotel Co., 11 Del. Ch. 286, 101 Atl. 879. Such receiver may sue to set aside corporate trans pany; and the creditors of the old company, of equity. It matters not how innocent the were in no wise secured. That they were officers may have been. The effect of their delayed and hindered in the collection of conduct was to hinder and delay, and, as a their debts is manifest. Whereas before matter of law, defraud the creditors of the they could look to the assets, now they could Electric Company. 6 Thompson on Corporalook only to their equivalent in stock of the tions (2d Ed.) § 6292, p. 1121; Hibernia Ins. new company. And this stock, behind which Co. v. St. Louis, etc., Co. (C. C.) 13 Fed. 516; were these particular assets and nothing Bourgeois v. Risley Real Estate Co., 82 N. more, by reason of the arrangement of the J. Eq. 211, 88 Atl. 199. officers by which they issued to themselves stock in a total amount exceeding that held by the transferring company, would be worth far less in liquidation than the assets transferred. The Electric Company turned over its assets for one hundred and fifty-three shares of stock of the new company. These shares, being the total then outstanding, therefore represented all the assets of the new company. But the officers issued to themselves two hundred and forty shares, fers and conveyances made in fraud of credgiving notes therefor, which notes are yet un-itors. Curtis v. Lewis, 74 Conn. 367, 50 Atl. paid. Thus the Electric Company which had lost control of these assets, also lost control of the new corporation, which now had the assets. At first the Electric Company, as stockholder in the new company, had one hundred per cent. interest in the property transferred, but when the officers issued to themselves the two hundred and forty shares, the assets of the new company remaining the same, the Electric Company's interest in them, as a stockholder, dwindled from one hundred per cent. to less than forty per cent. Not only was a substantial amount of the Let a decree be prepared declaring the sale assets of the Electric Company removed from and transfer fraudulent and void; that the the reach of its creditors, but its share in property is the property of Sterling Electric the new company, available to its creditors Company, as prayed in the bill; and that the for whatever it was worth, was reduced by same be delivered by the defendant to the more than one-half by the officers who gave complainant. The permanent injunction renotes for stock. straining the disposing of the property, as This transaction could not stand in a court | prayed for, will also issue. 878; Bradley v. United Wireless Tel. Co., 79 The sale and transfer were fraudulent and void, and the property and assets so sold and transferred are the property and estate of the Sterling Electric Company, and as such belong to the receiver of that company for the benefit of its creditors and stockholders, and the defendant must deliver the same to the complainant. Chapter 250, vol. 29, Laws of Delaware, creates the court of common pleas for New Castle county. Being purely a statutory New Castle. court, in the absence of an express provision, giving the right of appeal, its decisions would be final; but section 8 of the act cre ating this court provides: 1. Courts 185-Statute construed to apply only to right of appeal to Superior Court and manner of exercising it. Act Gen. Assem. April 24, 1917 (29 Del. Laws, c. 250) § 8, providing for an appeal from the common pleas court of New Castle county to the Superior Court of New Castle county in the same manner as is now provided for taking appeals from courts of justices of the peace, provides only for the right of appeal and the manner of exercising it and has no reference to the retrial of the case in the Superior Court so as to authorize the filing of a pro narr, in the Superior Court under rule 30, authorizing the filing of a pro narr. in the Superior Court on appeals from a justice of the peace. 2. Courts 185-Trial of an appeal from common pleas court in Superior Court is a trial de novo. Trial of an appeal from the common pleas court in the Superior Court is a trial de novo and is governed by the same rules of practice that apply in the Superior Court, and a declaration should follow the common-law form. 3. Courts 185-Rules of practice of the Superior Court do not apply to appeals to such court. Rule 30 of the Superior Court Rules, authorizing a filing of a pro narr. in the Superior Court in appeals from the courts of justices of the peace, and prohibiting their use in any other case, applies to the procedure in the Superior Court, and has no bearing on the rights of appeal from the court of common pleas or the manner of entering it in the Superior Court. "From any order, ruling, decision or judgment of said court, the aggrieved party shall have the rights of appeal or certiorari, to the Superior Court of New Castle county, in the same manner as is now provided by law as to causes tried before justices of the peace." Sections 4035 and 4036, Rev. Code, 1915, provide for the manner of taking appeals from a justice of the peace to the Superior Court. They require the appellant to give security within a specified time and to enter a duly certified transcript of the docket entries of the justice in the office of the prothonotary of the Superior Court of the county where the judgment was given, on or before the first day of the term next after the appeal. Rule 30 of the Superior Court Rules authorizes the filing of pro narrs. in the Superior Court in appeals from a justice of the peace; expressly providing, however, that they shall not be received in any other case. The contention of the defendant is that, as this rule was in force at the time of the passage of the act creating the court of common pleas, one of the rights of appeal from that court to the Superior Court is the right to file a pro narr. in the Superior Court, as in appeals from a justice of the peace. [1-3] It is manifest that section 8 of the Common Pleas Act was merely intended to provide for the right of appeal to the Superior Court and for the manner of exercising it, and that it had no reference to the Appeal from Court of Common Pleas, New procedure relating to the retrial of the case Castle County. Action by Edward S. Bacon and wife against Charles W. Schagrin. From a judgment for defendant in the court of common pleas, plaintiffs appeal, and defendant demurs to the declaration. Demurrer sustained. RICE and HARRINGTON, JJ. sitting. Aaron Finger, of Wilmington, for appel lants. trial of the in the Superior Court. The appeal in the Superior Court is a trial de novo (Wigglesworth v. Brodsky et al., 7 Boyce, 586, 110 Atl., 46), and must therefore be governed by the same rules and practice that apply in the Superior Court. Rule 30 of the Superior Court Rules merely applies to the procedure in that court and has no bearing whatever on either the right of appeal from the court of common pleas or the manner of entering it in the Superior Court. It follows that the declaration in this P. Warren Green, of Wilmington, for re- case should follow the common-law form and spondent. The plaintiff filed a pro narr. in an appeal from the court of common pleas. The defendant demurred because the declaration was drawn in the form of a pro narr., and not according to the common-law form. that a pro narr. is improper. The demurrer is, therefore, sustained. NOTE.-After the decision of this case, rule 30 of the Rules of this Court was amended to read as follows: Pro narrs shall not be received in any case, except in appeals from the Court of HARRINGTON, J., delivering the opinion Common Pleas for New Castle County and of the court: Justices of the Peace. (115 A.) (13 Del. Ch. 32) (Court of Chancery of Delaware. Aug. 25, 1921.) 221 1. Evidence 459(1)-Statutes 201, -Person intended by name in document or statute may be proved by evidence aliunde, and intent of statute prevails over name. The object of a name in a document or statute is chiefly to serve the purposes of identification, and intention is the thing sought after, and resort may be had in proper cases to evidence aliunde for the purpose of discovering the person meant to be designated, and error or mistake in use of name in statute will not be permitted to frustrate intent appearing therefrom. 2. Corporations 37-Fire company held to be valid de jure corporation, though different names were used in statutes incorporating and reincorporating. The Washington Fire Company, No. 7, of the City of Wilmington, is and has been since 1841 a de jure corporation though the statutes incorporating and reincorporating it ([Acts Gen. Assem. Feb. 9, 1841, 9 Del. Laws, c. 296], Feb. 7, 1849 [10 Del. Laws, c. 3011, Jan. 25, 1869 [13 Del. Laws, c. 576], Feb. 6, 1889 [18 Del. Laws, c. 777], March 13, 1895 [20 Del. Laws, c. 256]) used different names in describing it; it appearing from the statutes that there was but one corporation, and land conveyed to it under its original name did not revert to grantors. 3. Corporations 37-Fire company did not lose title to land by failure to reincorporate within 20 years. Where fire company was incorporated by a special act, in which its life was limited to 20 years, it did not cease to exist, and title to its land did not revert to grantors by reason of failure to become reincorporated until 11 days after expiration of the 20 years. 4. Corporations 437-Deed held to convey title, though grantee was not properly named or stated to be corporation. The Washington Fire Company of the city of Wilmington held sufficiently described in a deed to the "Washington Fire Company of said city," the city being previously mentioned when the residence of the grantors was stated, and it being evident from the use of the words "its successors and assigns" that grantee was a corporation. Bill by the Washington Fire Company, No. 7, of the City of Wilmington, against James H. Yates, for specific performance of a contract for the sale of land. Heard on bill, answer, and stipulations of the parties agreeing on certain facts. Decree for plaintiff. J. La Penne Guenveur, for complainant. Henry R. Isaacs, of Wilmington, for defendant. THE CHANCELLOR. On February 9, 1841 (9 Del. Laws, chapter 296), "Washington Fire Company of the City of Wilmington" was incorporated by special act of the Legislature. On February 7, 1849 (10 Del. Laws, chapter 301), "An act to incorporate the Washington Fire Company of the city of Wilmington" was passed. This act recited that the preceding act was considered defective and inadequate, and had not been recorded agreeably to law. After such recital, this act names certain individuals and in proper form constitutes them and others associated with them a body corporate under the name the "Washington Fire Company of the City of Wilmington." The life of the corporation was limited to twenty years. Thereafter, to wit, on April 17, 1866, four several deeds, conveying the land in question were in due and legal form executed and delivered by Patrick Taggart and wife to the grantee therein named, its successors and assigns. The grantors were described as of the city of Wilmington, New Castle county and state of Delaware; and the grantee is described not as the "Washington Fire Company of the City of Wilmington," but as "Washington Fire Company of said city." It is contended that this description of the grantee is not sufficiently definite to identify the corporation so incorporated as above as the grantee intended to be named in the deeds. On January 25, 1869 (13 Del. Laws, chapter 576), the following act was passed: "An act to re-incorporate the Washington Steam Fire Engine and Hook and Ladder Company, No. 7, of the city of Wilmington, Delaware, instituted January 4, 1840, incorporated February 9, 1841." By this act the life of the corporation was limited to twenty years from the date of the passage of the act and no longer. Because of the variation in the name of the corporation, it is contended that this act did not have the effect of renewing the life of the original corporation known as the "Washington Fire Company of the City of Wilmington." On February 6, 1889 (18 Delaware Laws, chapter 777), the following act was passed: "An act to re-incorporate the Washingtor Steam Fire Engine and Hook and Ladder Company, No. 7, of the City of Wilmington, Delaware." It is to be observed that this act was passed eleven days after the expiration of the twenty years mentioned in the preceding act. It is contended that by reason of this fact, the corporation attempted to be renewed ceased to exist and that itile to its real property reverted to its grantors, their heirs and assigns. On March 13, 1895 (20 Delaware Laws, chapter 256), the following act was passed: "An act to amend an act entitled 'An act to re-incorporate the Washington Steam Fire Engine and Hook and Ladder Company, No. 7, of the city of Wilmington, Delaware,' passed at Dover February 6th, A. D. 1889." This act provides, as follows: Under the stipulations filed in the cause, as well as under a careful consideration of the various acts mentioned, there can be no doubt as to what the conclusion ought to be. By their stipulation, the parties agree in part, as follows: "1. That there has been since February 9, 1841, when the corporation was first organized, an organization or corporation whose object has been the prevention of fires, known as the Washington Fire Company of the City of Wilmington, later known as the Washington Steam Fire Engine and Hook and Ladder Company, No. 7, of the City of Wilmington, Delaware, and later as the Washington Fire Company, No. 7, of the City of Wilmington, DelaThis corporation, as is set forth in the answer filed in the above entitled cause, originally received a charter under the name of Washington Fire Company of the City of Wilmington. "2. That it was this original corporation which was intended to be renewed from time to time by the various acts of the Legislature set forth in said answer, and which now purports to exist, and being the complainant in this cause. "Section 1. That the name of the Washington Steam Fire Engine and Hook and Ladder Company, No. 7, of the City of Wilmington, Delaware. ware, be and the same is hereby changed to the 'Washington Fire Company No. 7 of the City of Wilmington, Delaware.' "Sec. 2. That the charter of said company and all acts amending or reincorporating the same be and the same are hereby amended by striking out the words 'the Washington Steam Fire Engine and Hook and Ladder Company No. 7, of the City of Wilmington, Delaware,' wherever they occur and insert in lieu thereof the words 'the Washington Fire Company No. 7 of the City of Wilmington, Delaware.'" Three objections are made against the title of the complainant as a good, marketable, fee simple title. I shall notice these and dispose of them seriatim. 1. It is said that the complainant is not an existing corporation; that by reason of the various acts of the Legislature above referred to, whatever might have been the status of the complainant as a lawful corporate entity at a former time, it is now no longer existent, for the reason that the reincorporating acts of 1869 and 1889 mention a corporation by the name and style of Washington Steam Fire Engine and Hook and Ladder Company, whereas the name and style of complainant prior to these acts, or of the corporation which complainant claims to have been, was simply Washington Fire Company of the City of Wilmington. No question is made of the propriety of attacking the fact of corporate existence in such a proceeding as the pending one. I refrain from considering such question, especially because, as will appear from what follows, it is the judgment of the court that the complainant is in fact and of right a lawful corporation whose original name was Washington Fire Company of the city of Wilmington, the name by which it took title to the land involved in this controversy. It is apparent that the Legislature in the enactment of the various acts above referred to manifested a degree of carelessness in connection with this corporation's legislative charter that is well calculated to confuse the mind and cause a questioner to raise "3. That there has always been from February 9, 1841, one corporation and only one, which said corporation is the complainant, engaged in preventing and fighting fires, having continuous existence and claiming this continuous existence by virtue of these said acts of the Legislature, and no other acts of the Legis lature. * mington no other corporation bearing the same name or any similar name, nor has any other corporation or body politic, other than the complainant, claimed existence, or the benefit of the said acts of the Legislature." "6. That there has been in the city of Wil The acts referred to in the stipulations are the acts referred to in the foregoing part of this opinion. [1, 2] These admissions are sufficient in themselves to dispose of the question at issue between the parties. The object of a name is chiefly to serve the purposes of identification. In the construction of documents, the importance of names is emphasized because of their significance in the process of ascertaining the identity of the persons intended. Intention is the thing sought after; the solicitude of the law to ascertain it is so marked, that resort is had in proper cases to evidence aliunde the document for the purpose of discovering the person meant to be designated by the name in question. In legislative acts, where names are employed, it is likewise the intention that is to govern. I can see no reason to distinguish the rule when an act of the Legislature is involved, except perhaps in the extent to which resort may be had to evidence outside the act itself for the purpose of disclos (115 A.) ever this may be, the parties to this cause | views I have adopted; 2 Kent, Com., par. have themselves agreed that no matter what 292; 2 Fletcher's Cyc. of Corporations, par. names were made use of by the Legislature 742, p. 1696; Atty. Gen. v. Railroad Comin the foregoing acts, it was always the same panies, 35 Wis. 425, 556; Cotton v. Miss. corporation that was intended. If the parties & Rum River Boom Co., 22 Minn. 372. so agree, as between them, that ought to end the matter. It should be added that since 1895, the complainant is conceded to have been a de jure corporation, if it was such before that date. I hold that it was such before that date, though its name was different from its present one. The position of the defendant, therefore, that he ought not to be required to perform his part of the contract of purchase, on the ground that the complainant is not the same corporation that acquired title from the Taggarts in 1866, is not tenable. [3] 2. It is contended that the corporation, if it ever had title to the land, lost the same by failure to become reincorporated within the twenty years period of its life fixed by the act of 1869, and that this failure resulted in a reversion of the title to the heirs at law of the grantors. But aside from the stipulation of the parties, it seems to be very clear that the acts themselves when taken together disclose that it was the same corporation intended to be referred to by the Legislature in every one of them. The original act was passed February 9, 1841; the name was Washington Fire Company of the City of Wilmington. The next act was passed in 1849, and clearly by its very terms referred to the same corporation, using the correct name. Then followed the act of 1869, in which a different corporate name appears. But that the same corporation was intended is strongly indicated by reference to the date of February 9, 1841, as the date of its original incorporation. Furthermore, reference to the published laws fails to disclose another act passed on that date, or indeed, at any other time preceding 1869, incorporating any company by any such name as that employed in the act of 1869. The act of 1889 ties in with the act of 1869, and refers, of course, to the same corporation as the act of 1869 was meant to refer to. Then followed the act of 1895 which clearly reveals the legislative realiza-in said deeds was a corporation is evident tion of the error which had been committed in the use of the corporation's name. By that act the mistake is rectified by making the proper amendment to all prior acts and giving the corporation the name by which it now files this bill. I cannot read the act of 1895 in any other light. The Legislature was evidently intending to rectify a mistake, and because of the nature and character of the acts first herein summarized, and their apparent relation with each other, the conclusion seems to me to be inevitable that it was these acts that the Legislature was endeavoring to amend when it passed the act of 1895. It, therefore, would appear that within the acts themselves, there is evidence warranting the conclusion that it was the complainant corporation which was intended to be referred to in all of said acts of the Legislature, no matter what variation there may have been in the name given to it. Names are to be subordinated to intent, for they are to be regarded as mere aids in arriving at intent. If the intent is clear, error or mistake in the use of the name will not be permitted to frustrate that intent which the name was meant to convey. This contention is not sound. Diamond State Iron Co. v. Husbands, 8 Del. Ch. 205, 68 Atl. 240. [4] 3. It is further contended that the deeds of 1866 did not convey title to the complainant, whose name at that time was, as the foregoing portion of this opinion discloses, "The Washington Fire Company of the City of Wilmington." That the grantee The from the use of the words "its successors of the grantors was stated. In the last That the Washington Fire Company of the City of Wilmington, a corporation, was the grantee in said deeds, is thus manifest from the deeds themselves. That this corporation was the complainant, a corporation of this state, whose name was slightly different from its present name, is further manifest from the stipulations filed in the cause, which among other things, agree, as follows: 1. (Set forth supra.) "4. That it was this corporation, though misnamed, that was intended to be the grantee In considering the construction of the acts in the deeds referred to in said answer, which of the Legislature relevant to this corpora- said deeds conveyed the several tracts of land tion, I have examined with approval the fol-making up the entire lot, to the party of the lowing citations which seem to warrant the second part, its successors and assigns forever, |