The opinion
Van Brunt, P. J.
I cannot concur in the conclusion arrived at by Mr. Justice Daniels that, even if the combination which resulted in the formation of the Sugar Refineries Company had been lawful, the receiver of one of the combiners would have no right to an accounting for profits earned by the company, because all such profits belonged to the holders of the certificates issued by the trustees of the combination; and because as the receiver represents both the stockholders and creditors of the corporation of which he has been appointed receiver, and as the certificates issued by the combination simply represent the stock held in trust by the combination, and as it is because of the deposits of this stock that certificates were issued to the depositors of the stock by the combination, the receiver of the corporation representing this stock seems to have the right to enforce any obligation inuring to the advantage of the stock. The corporation having died, its shares of stock as such have been extinguished, and the receiver has succeeded to all the rights of the stockholders to gather in property which they as stockholders have the right to claim. The certificates issued by the combination represent nothing but this stock, stand in lieu of it, and when all the rights arising from the holding of the stock are transferred by operation of law it would seem that no rights could be enforced by the holder of a certificate issued to represent the stock, but which no longer did so. I concur in the view that the action cannot be maintained because of the illegal character of the contract by which the combination was formed. This action is brought for the enforcement of the provisions of that agreement, and, as a court will never lend itself to the enforcement of an illegal contract, this action must fall.
Brady, J., concurs.