On appeal from the Superior Court, Chancery Division.
For affirmance -- Chief Justice Vanderbilt, and Justices Heher, Oliphant, Wachenfeld, Burling, Jacobs and Brennan. For reversal -- None. The opinion of the court was delivered by Oliphant, J.
This is an appeal by the State of New Jersey from an order of the Superior Court, Chancery Division, dismissing two complaints against the defendant on the ground that it is no longer a corporation of the State of New Jersey and was not and is not subject to service of process within the State of New Jersey, and therefore the court lacked jurisdiction over the defendant.
On November 16, 1953 the State, through the Attorney-General, filed two complaints seeking to escheat certain personal property allegedly held by the defendant; one action was filed under the 14-year Escheat Act, N.J.S. 2 A:37-11 et seq. (L. 1946, c. 155 as amended by L. 1947, c. 357), and one under the five-year Custody Act, N.J.S. 2 A:37-29 et seq. (L. 1951, c. 304, effective July 13, 1951).
These appeals were certified here on our own motion under R.R. 1:10-1(a). They were consolidated below for trial and have been consolidated on appeal.
The defendant, National Power & Light Company, was organized as a New Jersey corporation in 1925, as a result of a merger and consolidation of other corporations in this State. On October 31, 1951 it entered into a merger with Phoenix Industries Corporation, a Delaware corporation, under which agreement the name of the surviving corporation was changed to National Phoenix Industries, Inc., a Delaware corporation. The merger became effective upon the filing of the agreement on November 8, 1951 in the offices of the Secretarys of State of New Jersey and of Delaware. Neither Phoenix Industries Corporation nor National Phoenix Industries, Inc., have at any time qualified to do business in New Jersey.
All the assets of the National Power & Light Company were transferred and delivered over to National Phoenix
Industries, Inc., under the merger agreement which provided, inter alia, as follows:
"* * * On the effective date of this Agreement, the separate existence of National, except as it may be continued by statute, shall cease, and National shall be merged into Phoenix in accordance with the provisions of this Agreement.
These provisions of the agreement are in accord and consistent with the relevant provisions of our Corporation Act with respect to the merger of corporations. R.S. 14:12-1, 14:12-5. The statute, inter alia, states that all real and personal property and all debts due on any account, as well for stock subscriptions as all other things in action, and all and every interest shall vest in the consolidated corporation as effectually as they were vested in the several and respective former corporations.
The actions brought by the State of New Jersey sought to escheat from the defendant the following items, certain declared dividends which had been unclaimed for over 14 years of $4,825.80 on its common stock, of $747.98 on its $6 preferred stock, and $204.75 on its $7 preferred stock. In addition, defendant had outstanding on its books dividends which had been declared but which had remained unclaimed for five or more successive years, but less than 14 years, in the amount of $2,448.19 on its common stock, of $529.72 on its $6 preferred stock, and an aggregate amount unclaimed of $23.22, the identification of which seems to be obscure. ...