22 BULLETIN 1106, U. S. DEPARTMENT OF AGRICULTURE. 
used for the benefit of the remaining members, and that nothing Tras 
due the members who had withdrawn, 
DISSOLUTION. 
It is clear that through unanimous consent on the part of the 
stockholders or members of a corporation it may be dissolved.- 7 
The right of a majority of the stockholders or members at common 
law to force a dissolution of a corporation against the opposition 
of the minority is not so well established. Some authorities hold 
that the majority can force a dissolution, - while a contrary doctrine 
has been laid down. 00 Of course, if there are statutory or charter 
provisions on the subject they would control. A corporation may 
cease to exist through the expiration of its charter if the duration 
of the corporation is limited, and its charter may be forfeited by 
the State for unauthorized or unlawful action or conduct. 70 or the 
charter may be repealed through the reserved power of the State. n 
On the dissolution of a corporation after the payment of its debts 
at common law. its assets are distributed pro rata among the vari- 
ous stockholders or members according to the number of shares held 
by them. 72 In the case of corporations having preferred stock, 
the preferred stockholders by express provisions are frequently 
given preference over the common stockholders in the distribution 
of the assets of a corporation on its dissolution. The rule that the 
assets belong to the members of a corporation on its dissolution ap- 
plies to nonstock 7S as well as to stock corporations. If those in- 
terested in a corporation continue to do business in its name after 
the expiration of the charter or after the dissolution of the corpora- 
tion in any other manner, they incur personal responsibility and 
liability in the matter. 
CONTRACTS. 
NATURE AXD CHARACTERISTICS. 
A contract has been defined as an agreement between competent 
parties, upon sufficient consideration, to do or not to do a particular 
lawful thing. 7 - In order to be binding and enforceable a contract 
must possess mutuality : that is. both parties must be bound, or neither 
will be. For instance, if one party agrees to sell a certain article, 
the other must agree te buy, or the agreement is void. 75 A contract 
ra Mobile, etc. E. R. c. State. 29 Ala. 373. 386. 
; State p. Chilhowee. etc.. Mills, 115 Term. 266. 
6:1 Polar Star Lodge r. Polar Lodge. 16 La. Ann. 53 : see also Stockholders, etc. r. 
Jefferson, etc. Assoc. dovraV- 136 X W. 672. 
"Tobacco Growers Co-operative Association v. Jones, (1923^ Xorth Carolina . 
- Swan. etc. Co. v. Frank. 14S U. S. 603. 611. 
T: Krc-bs. .-. Carlisle Bank. 14 Fed. cas. S56 : Central, etc. r. Smith. 43 Colo. 90. 
75 Hopkins :■. Crossley. 138 Mich. 561. 
T * Blackstone's Comm. Book II. 442. 
75 American Oil Co. i\ Kirk, 6S Fed. 791. 
