
    The President and Selectmen of Port Gibson vs. Thomas L. Moore.
    It is now the settled doctrine upon common law principles, independent of any statute declaring a different rule, that, upon the dissolution of a corporation, the debts to and from it are extinguished.
    The town of Port Gibson was incorporated in 1821, and its charter subsequently amended by various acts of the legislature ; in 1841, an act was passed repealing the act of 1821, and all the subsequent amendments: Held, that this latter act, when accepted by the corporation, was a dissolution of it.
    In 1844, the act of repeal of 1841 was itself repealed, “ and the act for the incorporation of the town passed in 1821, and the other amendatory acts declared to be in full force; ” and the act of 1844 directed “to take effect from and after its passage: ” Held,, that this last act did not revive the old corporation ; but was a new creation, a new act of incorporation, and did not revive former liabilities of the old corporation extinguished by the act of 1841.
    Whether the legislature have power to revive an extinct corporation, with all its former incidents and attributes, not decided.
    In error from the circuit court :of Claiborne county; Hon. Stanhope Posey, judge.
    Thomas L. Moore sued the president and selectmen of Port Gibson on the 22d day of December, 1845, for the sum of $280.50, due on the first day of January, 1841. The defendant plead non-assumpsit, statute of limitations, and payment.
    A trial was had at the October term, 1847, and the account ;sued on proved. It was also proved, that in 1844 the inhabitants of the town assembled, after the passage of the act of that year, and elected their officers, as under the former laws; and claimed to exercise no other right than what the law of 1844 gave them. That law was in these words, viz.:
    “ An act reviving the incorporation of the town of Port Gibson ■in Claiborne county.
    “Section 1. Be it enacted by the legislature of the state of Mississippi, that the act approved February first, eighteen hundred and forty-one, to repeal an act entitled an act to incorporate the town of Port Gibson in Claiborne county, and all acts amending said act, be and the same are hereby repealed; and that said act for the incorporation of said town, approved February ninth, eighteen hundred and twenty-one, and all other acts amendatory of the same, be and the same are hereby revived and declared to be in full force.
    “ Sec. 2. Be it further enacted, that this act shall be altered, amended, or repealed, at the pleasure of, the legislature, with or without the consent of the corporation.
    “Sec. 3. And be it further enacted, -that this act take effect, and be in force from and after its passage.
    “ Approved, February 18, 1844.”
    This was all the proof. The only instruction that need be noticed is set out in the opinion. The jury found for the plaintiff, and the defendant sued out this writ of error.
    
      
      H. T. Ellett and Jno. B. Coleman, for plaintiff in error,
    Each argued the case, and cited 8 S. & M. 47; 2 Kent, Com. 304; 1 Black. Com. 484; 2 Harr. R. 13; Co. Litt. 147 (b); 1 Roll. Abr. 933; 2 Harr. R. 8; 1 Blackf. 267; Iredell, Eq. 362; 8 S. & M. 56; 2 Kent, 309; Willcock on Corp. 185; 6 S. & M. 526; Colchester v. Sedber, 3 Burr. 1866; Ang. & Ames on Corp. 513; 3 Burr. 1866; 3 Lev. 287; Johns. R. 241’; 4 Co. Litt. 87; 2 Mason, 43.
    
      W. S. Wilson, for defendant in error,
    Insisted that the act of 1844 was but the revival of the old corporation; he reviewed many of the authorities cited on the other side, and cited Rexv. Amery, 2 Term R. 515; Rex v. Pasmore, 3 lb. 241; 2 Story, Eq. 1209; 9 Barn. & Cress. 133, 134; Co. Litt. 264 (b) n. 209 (Hargrave & Butler’s notes); Commercial Bank of Natchez v. Chambers, 8 S. & M. 47.
   Mr. Justice Clayton

delivered the opinion of the court.

The town of Port Gibson was incorporated in 1821, and its charter was subsequently amended by various acts of the legislature. In 1841, an act was passed repealing the incorporation of 1821, and all acts amending the same. In 1844, this act of 1841 was repealed, “ and the act for the incorporation of said town passed in 1821, and all other amendatory acts of the same were revived and declared to be in full force.” Sess. Acts 1844, p. 277. This suit was brought to recover a debt due from the town, at the time of the repeal of the charter in 1841. The liability of the town for this debt is, hence, the question to be determined.

The act of repeal, when accepted by the corporation, was a dissolution. It is now the settled doctrine upon common law principles, independent of any statute declaring a different rule, that, upon the dissolution of a corporation, the debts due to and from it are extinguished. This is conceded in argument. The only question, then, is, whether the act of 1844 is the revival of the old incorporation, with all its rights, duties and liabilities, or whether it is a new act of incorporation. On this point, Judge Story said, “To ascertain whether a pharter create a new corporation, or merely continue the existence of an old one, we must look to its terms, and give them a construction consistent with the legislative intent and the intent of the corporators.” Bellows v. Hallowell Bank, 2 Mason, C. C. R. 43. In the case before us, there are no acts of the corporators to be looked to; the legislative intention, therefore, is all that we have to go by. With this rule of construction for our guide, we cannot hesitate to say that this act of 1844 was a new creation, a new act of incorporation, and not a mere continuation of the former charter. It is as truly the creation of a new corporation, as if a new act of incorporation had been passed, in the same words with the former act. The declaration that the former acts “ be and the same are hereby revived and declared to be in full force,” coupled with the farther declaration, that the act of 1844 “ shall take effect and be in force from and after its passage,” preclude the idea that it is to have a retrospective effect, so as to revive former liabilities of the old corporation. Whenever a charter or grant operates as a new creation, the new corporation cannot be subject to the liabilities, nor possess the rights of the old. 6 S. & M. 562. Indeed, by the English law, a municipal corporation which has been actually dissolved can never be revived. The seeming confusion in the books has grown out of a not very definite and accurate use of the word dissolution. When it is employed in its true sense, to signify extinction, the former corporation can never be revived; if it be used to signify suspension only, the grant to a new body operates as a revival of the former corporation. Willcock on Mun. Corp. 181, 186, Lib. Ed. We need not touch the question of legislative power to revive an extinct corporation, with all its former incidents and attributes, because a fair construction leads us to the conclusion that, in this instance, it was not intended to attempt any such exercise of power.

The court below charged the jury, “that the act of the legislature read to the jury by the plaintiff is an act of revival of the corporation, and that the revival of a corporation by legislative act is, if accepted by such corporation, a revival of all the liabilities of such corporation.” This instruction does not accord with the law, as we have stated it, and it is, in our apprehension, erroneous. The judgment is therefore reversed, and a new trial granted.  