ed the action adopting the same and substi-ter Law, p. 143, sums up the final outcome tuted another project to bring in the waters of the 25 companies that issued bonds under of Little Butte creek at a cost of $1,250,000, this early law, and the decisions so loosely and has eliminated about 8,000 acres of land, construing the same, as follows: so the cost would be about $125 per acre, in"Of the 25 that issued bonds, 7 have made stead of $75, and it is admitted and concedsome kind of a settlement and have no outed in the pleadings that the board of direc-standing obligations as districts at this time. tors are now attempting to sell the bonds Two have made settlement, but still have small for the purpose of the new project, which outstanding indebtedness that either has been was not considered at all at the time the declared illegal or cannot be found. Four have bonds were voted, and which is an entirely made settlement by exchanging new for old different proposition from the one the people bonds and are now active, and with the excephad in view at the time the bonds were so tion of one, whose reorganization is not yet authorized. complete, and which therefore cannot be judged, are active and successful and can undoubtedly be counted on to pay both bonds and interest as due. Five have compromise settlements pending. Seven have apparently been totally abandoned, with no plan of settlement as yet seriously taken up. We think we would not be justified in confirming the sale, of the bonds for this new and entirely different purpose without a new election, giving the landowners who are now to be included in the district an opportunity to vote thereon. [4] Section 19 of the act of 1917 (chapter 357, p. 754) provides: "Upon order of the directors duly entered an election shall be held to determine whether bonds in any amount the board may deem necessary shall be issued for any purpose necessary or convenient in carrying out the provisions of this Act, including the refunding of outstanding bonds, or whether the right to enter into an obligation or contract with the United States shall be authorized. We think the words "for any purpose," italicized above, together with the clauses following, indicate an intention upon the part of the Legislature that there should be some general plan or purpose adopted for the bringing in of water before a bond election, which purpose should be expressed in the order of the directors authorizing the election, and upon which the landowners can vote intelligently as to whether or not the bonds for that purpose shall be issued. "Where settlements have been made, they have been so different that it is hard to explain them with sufficient brevity for the purpose of this paper, and reference is therefore made to the table that will be submitted. The lowest basis of settlement has been 30 cents on the dollar, and the highest between 80 cents and 90 cents. Several compromised at 50 cents." Such results not only bring catastrophe and financial ruin to the landowners within the irrigation districts, and to the bond buyers who are compelled to take a heavy loss on each dollar invested in the bonds, but they discredit irrigation bonds generally and make it difficult, and sometimes impossible, to market the same to finance really meritorious undertakings. In construing our own law we cannot suppose that the Legislature intended to authorize the issue and sale of bonds until some definite plan for obtaining water has been adopted, or that it intended that bonds might be issued and sold, and the money left in the hands of the directors, or in the treasury of the company, for an indefinite time which might reach into months or years. If this were not true, bonds could be issued and sold without any project whatever having been selected or being in view, and upon the mere chance that some feasible propoIf the order of the board of directors, call sition for obtaining water could be discov-ing the election for the bonds, must adopt ered and decided upon at some time in the and specify some particular purpose or proj future. We do not think an act of this kind, authorizing the burdening of large agricultural districts with great sums of indebtedness, approximating the entire value of the lands in the district, and to be enforced oftentimes against the will of a portion of the landowners, should be so loosely construed. Such enterprises are full of risk and danger at the best, and must necessarily be disastrous to the entire district if they fail. The California act, generally known as the "Wright Act," passed in 1887 (St. 1887, p. 29), and upon which other irrigation district acts have been more or less modeled, was loosely drawn, and was at first still more loosely construed by the courts. ect for which the bonds are to be issued, as we hold, it follows logically as a matter of course that the directors could not entirely abandon that project, upon which the landowners had voted the bonds, and issue bonds for the purpose of developing some other and entirely different project, entirely foreign to the one adopted at the time of the election. We hold, therefore, that under this statute the board of directors in calling the election must specify in a general way the project upon which the bonds are to be sold, and, having adopted that project, they cannot entirely abandon it and sell bonds to finance some other and totally different plan than the one voted on. It is urged on behalf of respondent that (190 P.) question has already been decided in their fa"Counsel for respondent contends that this vor in the case of Board v. Tregea, 88 Cal. 357 [26 Pac. 237], where the following language was used by the court: "The authority to issue bonds is wholly independent of the source of supply of water or any plans for obtaining it.' This language was not very happily chosen, and, taken in its largest sense, for universal application, is misleading." Statute in California, adopted in 1887, and [guage relied upon by the respondent in this to which we have already referred, and that case, saying: before the passage of our law the Supreme Court of California had construed that act and held that it was unnecessary for the resolution of the board of directors to point out or specify any particular project in calling the election upon the bonds, and that in adopting the California law we have adopted it as construed by the California court, under the well-known rule that, where a statute copied from another state is adopted by our Legislature, it adopts with it any construction of the legislation which had been given by the courts of the state from which the same was adopted. There are two reasons why this rule does not compel the adoption of the construction contended for on behalf of the board of directors in this case. [5] In the first place, section 19 of our statute, already quoted, is not copied from the California statute. Section 15 of the Wright Act, which was the section controlling the issuance of bonds, was as follows: "For the purpose of constructing necessary irrigating canals and works and acquiring the necessary property and rights therefor, and otherwise carrying out the provisions of this act the board of directors of any such district must, as soon after such district has been organized as may be practicable, estimate and determine the amount of money necessary to be raised, and shall immediately thereupon call a special election, at which shall be submitted to the electors of such district possessing the qualifications prescribed by this act, the question whether or not the bonds of said district shall be issued in the amount so determined." It is true that the court in the latter case attempts to reconcile its decision with the decision in the Tregea Case upon the ground that in the Tregea Case there was only a modification of the previous plan. But we think the latter case cuts all the heart out of the former, and leaves nothing which could logically support the construction contended for by the respondent herein, even if the statutes were alike. In Willow Springs Irr. Dist. v. Wilson, 74 Neb. 269, 272, 104 N. W. 165, 167, the Su preme Court of Nebraska, in construing a statute identical with the Wright Act, held that there must be definite plans prepared by an engineer, in order to sustain an election authorizing the issuance and sale of bonds, saying: "The object of the statute under consideration was undoubtedly to allow the people of the district to examine and know the plan of the proposed improvement, and the estimated cost thereof, before they incurred the burden of the indebtedness necessary to complete the proposed works." [6] It is argued that the change from the language of our act of 1911 (Laws 1911, p. 378) to that of the act of 1917 supports respondents' construction, but we think there is nothing in the change which indicates an intention on the part of the Legislature to authorize the directors to call a bond elec tion, without adopting any plan or project for the bringing in of water. On the contrary, we think that, while the language of the act of 1911 was more explicit in that regard than the language of the later act, yet the later act, when fairly construed, still provides that the bond election must only be called with reference to some general pur By comparing this section with section 19 of our own act, already quoted, it will be seen at once that there is a very substantial difference in the wording of the two sections, so much so that the rule invoked concerning statutes, copied literally from the statutes of another state, cannot apply. Neither do we think that the California decisions, taken as a whole, support the construction of the Wright Act urged by the respondent herein. It is true that in Modesto Irr. Co. v. Tregea, 88 Cal. 334, 26 Pac. 237, one department of the Supreme Court of California did use the language quoted in the brief of the re spondent, and among other things, said: "The authority to issue bonds is wholly in-pose or project, and cannot be left entirely dependent of the source of supply of water or any plans for obtaining it." up in the air, with power to the district to issue and sell bonds, without reference to any purpose or plans and without ascertainWhich is the language upon which particu- ing whether there is any source from which lar stress is placed in the brief of respond- water for irrigation can be obtained. If any ent in this case. But, when the same ques-such a revolutionary change had been intendtion came before the court in banc in Cullen ed by the Legislature, we think it would have v. Glendora Water Co., 113 Cal. 503, 45 Pac.indicated it in plain words, and the fact that 822, the court held directly that it was neces- it did not say so, but, on the contrary, limsary that a definite plan should be adopted before the election upon the bonds could be called, and disapproved the previous lan190 P.-61 ited such authorization of bonds to "any pur pose" selected by the order of the directors, makes some definite purpose just as neces sary to the issuance of bonds as it was under [ that every step which the act requires for the old act. such elimination must be carefully followed to make the elimination valid. [7] We must not be understood as holding that every detail of a project must be set forth in the order of the court calling the election, or that anything more than a general plan or project is required. Neither are we holding that the plan or project adopted cannot be modified or changed in any particular, or that such plans cannot be added to or developed if that shall become necessary. [8] In this case the action of the board of directors calling the election was by resolution which appears to have been as follows: "Resolved that for the purpose of providing a system for the irrigation of the district this board hereby adopts the project known as the Big Butte project in accordance with the report, specifications, and estimates submitted to the board by its engineers. "Resolved that for the purpose of defraying the expense of the construction and installation of a system for irrigating the district, and to provide for the payment of the first year's interest on bonds, bonds be issued by the district to the amount of $1,500,000. * * * No stipulation of the parties who appeared in the cause, and no judgment based upon such stipulation, as between them, could be binding upon the other landowners in the district, who did not appear, if no such notice as required by law was given. The proceedings in relation to the attempted elimination are not presented by the petition for confirmation, and we find nothing in the record upon which we can decide whether the requisite notice was given or not. If such notice was given, and the law was complied with in every step leading up to such elimination, then no one could complain, since every landowner had received notice and an opportunity to be heard, if he desired to object. But, if these notices were not given, as required by the statute, then it would be better to take steps to have such eliminations as are necessary carefully made, in accordance with the statute, before another election is called. "Resolved that an election shall be held on The decree of the court below is affirmed the 28th day of September, 1918, to determine as to that portion confirming the proceedings whether bonds to the amount of $1,500,000 shall of the county court and of the district and be issued for the purpose of constructing and board of directors organizing the district and installing a system for the irrigation of the dis-electing its officers, and modified and reverstrict, in accordance with the provisions of chap-ed as to that portion confirming and authorter 357 of the General Laws of Oregon for izing the sale of the bonds for the purpose 1917." Whether this resolution is construed as declaring a definite project upon which the authorization of bonds was submitted to the voters or not, the result is equally fatal to the authorization of the bonds. If its intent was not to adopt any particular project for the bringing in of water, then it was not sufficient in the first instance, as before shown; and, if it did tie the election up to the particular project, then the board of directors had no authority to abandon the same and proceed to sell bonds for an entirely different project from the one upon which the people had voted. It follows that the proceedings of the district in the matter of its organization and the election of its officers be confirmed; but the proposed action of the board of directors in selling bonds for a different project than the one voted upon is not confirmed, but is held to be illegal. [9] It is not necessary to decide, and we do not find in the record sufficient to justify us in deciding, whether the action of the board of directors in eliminating the 8,500 acres from the irrigation district was valid and effectual. There is no doubt that the act of the Legislature provides ample authority for such elimination, if the proper steps are taken and the proper notice given. But it is necessary that proper notice shall be given by publication, as provided by the act, and of constructing and developing the Little Butte creek project. BURNETT and BENSON, JJ., did not sit in this case. (190 P.) 3. Corporations 617 (2)-When stockhold- Company, and the Ajax Company. The Paers become owners of assets on dissolution cific Coast Westrumite Company was a corstated. The property of a corporation, including rights of contract and choses in action, upon dissolution, becomes vested in the stockholders subject to the rights of creditors, and ordinarily and in the absence of debts the stockholders become the owners of the assets. 4. Corporations 630 (4)-Complaint held to allege ownership by stockholder of property of dissolved corporation. poration until January 11, 1916, when it was dissolved by a proclamation of the Governor: and, for the sake of brevity, this corporation will be designated as the Westrumite Company. The Oregon Wool Scouring Mills and the Pacific Coast Safe & Vault Works are corporations; and for convenience they will be mentioned, respectively, as the Wool Company and as the Safe Company. On September 8, 1909, the Kenwood ComIn a stockholder's action for damages to personal property, brought after dissolution of pany agreed in writing to sell to the Gas the corporation, complaint, after verdict and in Company a tract of land embracing about 7 acres near Kenton, in Multnomah county. the absence of demurrer, held sufficiently to allege that plaintiff became, as stockholder, the The Gas Company agreed to pay $3,009 per sole owner of the corporation's property. acre for the land. The purchase price was made payable on or before five years after 5. Corporations 617(2)-Default under land sale contract held not to create debt prevent-September 8, 1909, the date of the instruing property passing to stockholders on dis- ment, with interest after November 1, 1909, at the rate of 6 per cent. per annum payable semiannually on November 1 and May 1 of each year. The Gas Company covenanted to pay the taxes on all improvements placed upon the land, while the Kenwood Company agreed to pay the taxes on the land until the delivery of the deed to the Gas Company. The contract contained a provision to the effect that if the Gas Company defaulted in the payment of interest or taxes, or failed solution. A dissolved corporation's default under a land sale contract did not create a debt, existence of which prevented personal property of the dissolved corporation on the premises sold from passing to the stockholders, where the vendor elected to re-enter into possession. 6. Corporations 617 (2)-Removal by vendor of defaulting corporation's goods before time for re-entering held to create liability enforceable by stockholder after dissolution. to complyWhere a corporation defaulted under its "in any respect with the agreements and promcontract to purchase realty, and the vendor fail-ises herein contained on its part to be pered to wait 60 days after default before re-entering into possession, as required by the contract, the acts of such vendor in removing the property of the corporation from the premises before its right to possession had matured held sufficient to create a basis for liability for damages to the corporation's property, enforceable by the plaintiff as a stockholder after dis solution. Department 1. Appeal from Circuit Court, Multnomah County; J. P. Kavanaugh, Judge. formed at the time herein agreed, then the of the said lands with interest and taxes." Action by Harry Howard against the Ken-recover judgment against the party of the secwood Land Company. Judgment for plaintiff, and defendant appeals. Upon plaintiff's death, Sidney Smyth was substituted as administrator. Affirmed. At some time subsequent to September 8, 1909, the Gas Company assigned its interThis is an action to recover damages for est in the land sale contract to the Ajax Cominjuries to certain articles of personal prop-pany; and afterwards, on April 10, 1911, the erty and for the destruction of other articles of personalty. The action was brought by Harry Howard, and he obtained a verdict and judgment against the Kenwood Land Company, and the defendant then appealed. Howard died after the rendition of the judgment, and Sidney Smyth, as administrator of Howard's estate, was substituted as the party plaintiff. The Kenwood Land Company, the Pacific Gas Traction Company, and the Ajax Auto Traction Company are corporations; but for convenience they will be referred to, respectively, as the Kenwood Company, the Gas Ajax Company assigned to the Westrumite Company its interest in the contract so far as it concerned a portion of the land, which portion was described by metes and bounds and contains 1.15 acres. The writing evidencing this assignment was signed by the Ajax Company and by the Westrumite Company; and by one of the provisions in the instrument the Westrumite Company agrees to pay to the Ajax Company the sum of $1,150"and further agrees to assume with relation to the one and fifteen hundredths (1.15) acre tract of land herein described all the obliga For other cases see same topic and KEY-NUMBER in all Key-Numbered Digests and Indexes tions under the contract between the Kenwood [ments in May or June, 1911. The building, Land Company and the Pacific Gas Traction together with docks and tracks, constructed Company, its successors and assigns, so far by the Westrumite Company, cost about $15,as the same equitably should apply to said one 000, and the machinery and fixtures cost and fifteen hundredths (1.15) acre tract." about $20,000, making a total expenditure of $35,000 for improvements. Contemporaneously with the execution of the assignment to the Westrumite Company, the Kenwood Company in writing consented to the assignment by the Ajax Company, and agreed to deed to the Westrumite Company "the one and fifteen hundredths (1.15) acre tract of land therein described when it shall comply with the terms of the contract between said Kenwood Land Company and the Pacific Gas Traction Company." The Safe Company owned 1.44 acres adjoining the tract embracing 1.15 acres; and the Westrumite Company at the time when, or possibly before, it acquired the assignment from the Ajax Company, made an agreement with the Safe Company for the purchase of this tract of 1.44 acres. George F. Heusner is the general manager, and Warren Keeler is the auditor, of the Kenwood Company. Heusner owned most of the stock in the Safe Company, and, for all practical purposes, was the owner of that corporation. William Lind, Fred J. Blakeley, and Harry Howard owned all the Westrumite Company's stock outstanding on January 11, 1916, the date of the Governor's proclamation dissolving the Westrumite Company. The Westrumite Company paid $3,000 when it received the assignment from the Ajax Company. While the defendant contends that it did not receive any part of this sum, the plaintiff claims that the Kenwood Company received $1,850 of the amount paid by the Westrumite Company. Heusner says that either Lind or Blakeley, acting for the Westrumite Company, paid $3,000 to him personally; but he also states that $1,850 of the amount was "turned over to" the Safe Company on account of the tract of 1.44 acres, and that $1,150, the remainder, was delivered to the Ajax Company, and that this distribution of the money was approved by the representative of the Westrumite Company. The defendant claims that the amount paid to the Ajax Company represents the profit made by the Ajax Company in the assignment, and that, since neither the Gas Company nor the Ajax Company had paid to the Kenwood Company any part of the principal, the whole of the principal of the purchase price amounting to $3,450 for the tract of 1.15 acres remained unpaid. With the permission of the Kenwood Company, the Westrumite Company in November, 1910, a time prior to the execution of the assignment by the Ajax Company, began the erection of a building, 80x100 feet in size, and the installation of equipment used in the manufacture of westrumite, a product employed in paving roads and streets, and the The Westrumite Company did some paving in 1911, and also in 1912; but it did no paving after the fall of 1912. In 1913 the other paving companies," and in 1914 nothWestrumite Company sold some material "to ing was done "except to try to sell the place." Lind testified that in 1915 he kept on trying to sell the interests of the Westrumite Company, and it may be added that there was evidence to show that attempts to sell the property were made in 1916, but without success. The Wool Company had purchased a quantity of machinery which it desired to store until such time as it could secure a location for the installation of it, and with the permission of the Kenwood Company the Wool Company in March or April, 1916, stored its machinery in the large building which had been constructed by the Westrumite Company. The Wool Company arranged with the Kenwood Company to take over the property, including the buildings which had been used by the Westrumite Company, and then in the fall of 1916 the Wool Company began to assemble the machinery in the building, where it had been stored since the previous March or April. Inside this building there was a considerable quantity of equipment and material, including empty and filled barrels, tanks, metal flooring, and the like, all owned by the Westrumite Company. Before installing its machinery, the Wool Company removed all the barrels, tanks, metal flooring, machinery, and other equipment then in the building. Although it is to be inferred from the record that the Wool Company's contract with the Kenwood Company was dated November 1, 1916, nevertheless the record shows that the Wool Company began to remove the equipment and material on October 13, 1916. After the Wool Company had occupied the premises and removed from the building the equipment and materials which had been placed there by the Westrumite Company, Lind and Blakeley assigned to Howard their interest in any right of action which the stockholders of the Westrumite Company might have against the Kenwood Company for entering the building and removing the property of the Westrumite Company. Howard brought this action against the Kenwood Company, alleging that without foreclosing the land sale contract, and without giving notice for a period of 60 days as provided for in the contract, the Kenwood Company wrongfully entered upon the premises and removed specified articles of property from the building, with the result that some of the property was |