The defendant, a Massachusetts corporation, was organized by the plaintiff corporation in order to enable the latter to extend its line of railroad into Massachusetts. The plaintiff corporation owned the entire stock of the defendant company; all the money used by the defendant was advanced by the plaintiff; the management structures of the two corporations were practically the same, a majority of the directors and the principal officers of the one company occupying a like position with the other; the books of account of both companies were kept in the office of the plaintiff by its accountants - in short, the only separation between the two units was the formal and routine action of electing officers and directors. Upon the receivership of the defendant, the plaintiff asserted a claim for advances made by it to the defendant. Held, that the control exercised by the plaintiff corporation over the affairs of the defendant was so complete that it could not have its advances to the subsidiary paid before the claims of third parties. Central Vermont Ry. v. Southern New England Ry., (D. C. Mass. 1932) 1 F. Supp. 1004.
RECEIVERS-PROVABILITY OF DEBTS OWED BY INSOLVENT SUBSIDIARY TO PARENT CORPORATION,
Mich. L. Rev.
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