stock of said company. (32) The credits were settled in part by two notes of said company, dated and given to the defendant on January 23, 1896, one of which (for $225) was payable March 13, 1896, and the other (for $135) was due May 13, 1896. These notes were paid, respectively, on March 10, 1896, and on May 13, 1896. (33) In the record book of said corporation no record of a directors' meeting appears, at which dividends were authorized and voted, after July 18, 1894. (34) Said sums were credited to the preferred stockholders as aforesaid as follows. (35) Joseph Keller, Charles Keller, William M. Blight, F. M. Marsh, and G. O. Lines, the defendant, were the directors of said corporation from its organization until it went into the receiver's hands, except that on January 13, 1896, Joseph Keller resigned, and no one was substituted in his place. (36) Said Kellers attended to the manufacturing, being practical piano makers. Said Blight managed the office business, being secretary and treasurer of the company. Said Marsh and Lines were business men in Bridgeport. (37) Said sums referred to in paragraph 31 were credited to the preferred shareholders as follows: Said Blight called attention of said Marsh and Lines, separately, at their places of business, to the said quarterly statements. They there separately agreed with him that dividends had been earned, and should be declared, to the amount of said credits. He thereupon returned to the factory, and spoke to one or both of the Kellers about them. The Kellers did not think said dividends had been earned, and never agreed that said dividends should be paid, but thought that, as the preferred stock was entitled to cumulative dividends, it was wise to enter them on the books of the company as obligations due to the preferred stockholders, to be paid when conditions warranted. These talks were informal. Said Blight thereupon entered said sums to the credit of said stockholders. No corresponding debit entries were made. (38) Said dividends were not otherwise authorized or voted by the directors of said company when so entered at said dates. (39) After said Joseph Keller resigned, on January 13, 1896, the remaining four directors met at the factory, and decided to give notes to the preferred stockholders upon the credits given to them as aforesaid, and in pursuance thereof said notes were given. (40) When said company went into the hands of the receiver, on May 22, 1896, the accounts due said company amounted to over $14,000. The receiver had not been able to collect but about $6,000 of the same at the time of the trial, and stated that he does not expect to be able to collect more than one or two hundred dollars more; his information being obtained from attorneys in whose hands he had placed most of said accounts. (41) On May 22, 1896, the indebtedness of said company was $30,819.34, of which $4,900 was secured by mortgage upon the real estate of said company; being the mortgage referred to in paragraph 9. From the assets which came into the receiver's hands, he has not realized sufficient funds to pay the indebtedness of said company, and more than $2,697 is required therefor. (42) Upon the $3,500 credited to the preferred stockholders after July 1, 1894, $2,697 was actually paid to them. (43) If it is proper to infer the same from the foregoing facts, I find that said company was insolvent, and its capital stock impaired, when said notes were given. (44) Statements of the condition of said company made by the secretary and treasurer thereof for six months ending January 1, 1895, and for nine months ending April 1, 1895, also statements made on October 1, 1895, and on January 1, 1896, are annexed hereto as Exhibits A, B, C, and D. (45) Upon the trial of this action, upon the pleadings on file, the defendant objected to any evidence tending to prove the facts set forth in paragraphs 6, 7, 8, 9, 10, 11, 12, 13, 14, 15, 16, 17, 18, 21, 22, 23, 24, 25, 26, 33, 40, 41. In so far as said objections are well taken, the facts therein should be disregarded." All the questions arising upon this record are reserved for the advice of this court. George P. Carroll, for plaintiff. John C. Chamberlain and Alfred B. Beers, for defend ant. TORRANCE, J. (after stating the facts). In the trial court the defendant objected to any and all evidence tending to prove certain fa facts found, as set out in paragraph 45 of the finding. This objection is without merit. The plaintiff was entitled to prove the facts objected to, by any legitimate evidence, as bearing upon the question of the insolvency of the corporation, and upon the question whether its capital was impaired, when the money in question was paid. Upon both of these questions all the facts objected to were relevant and admissible. One of the important questions in the case is whether, upon the facts found, the corporation was insolvent, and its capital stock impaired, when the money in question was paid; and its solution depends upon the further question whether certain items included among the assets of the corporation in its inventories of July 1, 1894 and 1895, were rightfully so included at all, or were rightfully so included at the amounts stated in the inventory. The inventory of July 1, 1894, showed a surplus of $1,610.56. This result was reached by including among the assets three items, one of which the plaintiff claims is largely overvalued, and two of which he claims should not be included at all. The first is the pattern and scales account, inventoried at $15,155. This was the value placed upon the patterns and scales when bought by the corporation at its organization, a stated in the finding, in October, 1892. This valuation as then made included the business or good will of the co-partnership from whom the patterns and scales were bought. Assuming for the purposes of the argument that the good will of the co-partnership might be purchased, and included as part of the assets of the corporation when it was organized, and that the good will and the patterns and scales together were at that time worth the price paid for them, it does not follow that that valuation continued the same down to July 1, 1894. The court finds that in July, 1894, the patterns and scales themselves were not worth one-half of the sum at which they were then inventoried; and it cannot find, and fails to find, what the good will was worth, as no evidence appears to have been offered upon that subject. This, we think, for the purposes of this case, must be regarded as a finding that this item was overvalued in the inventory to the extent of at least one-half of the amount there stated. One of the other items charged as an asset was the sum of $2,229.24, which represented money expended in an exhibit at the World's Fair, in Chicago, in 1893, for advertising purposes. "Said sum represented no tangible asset." This expenditure may or may not have increased the business of the corporation, but the court has failed to find that as an asset it had any value; and this is equivalent to a finding that it had none at that time, and ought not to have been included among the assets. In this view of the case, the corporation in July, 1894, was insolvent, and its capital stock impaired, without reference to the other item to which the plaintiff objects, and which therefore need not be specially considered. Suffice it to say that, upon the facts found, we think this last item (expenses on material on hand, amounting to $8,992.44) ought not to be included among the assets. The inventory of July 1, 1895, was made up in substantially the same way, as to these three items, as that of 1894, and showed substantially the same condition of things as to insolvency and impairment of eapital stock. Upon the facts set forth in the record, then, the trial court has, in effect, found that the corporation, when the money here in question was paid to the defendant, was in fact insolvent, and its capital stock impaired, and has expressly found that it so continued until the receiver was appointed. The remaining question is whether the money paid to the defendant under the circumstances set forth in the record can be recovered back in this action. We think it can be. The defendant claims that he received this money in the shape of dividends which had been, in effect, regularly declared by the board of directors at a regular and lawful meeting. The record does not, perhaps, support this claim; but, for the purposes of the discussion, we will assume it to be true. The general rule, even in the absence of any statute on the subject, is that dividends, in a going concern, can be properly declared and paid only out of profits, and not out of capital or assets required for the security and payment of creditors. Mor. Priv. Corp. par. 344; Redf. R. R. par. 240; 2 Thomp. Corp. par. 2152. This rule applies, whether the stock upon which the dividend is declared is common stock, or, as in this case, preferred stock. Warren v. King, 108 U. S. 389, 2 Sup. Ct. 789; Cotting v. Railroad Co., 54 Conn. 156-169, 5 Atl. 851. In addition to this, our statute expressly says that "no corporation shall declare any dividend while its capital stock is impaired," and makes the officers voting in favor of such dividend, "knowing or having the means of knowing that such capital is impaired," liable for all losses resulting from such declaration; and their action in so voting is made a misdemeanor. Gen. St. § 1932. The dividends here in question were declared and paid when the corporation was insolvent and its capital stock impaired, and were thus declared and paid in direct violation of these legal principles and of this statutory enactThe money paid to the defendant in the form of dividends was wrongfully paid, to the prejudice of the creditors of the corporation, to one who was not only a stockholder of the corporation, but was also a director therein from its organization until it went into the hands of the receiver. Its condition when the dividends in question were declared and paid was clearly shown upon its books, inventories, and quarterly statements; and it is expressly found that the attention of the de defendant was specifically called to its financial condition, as it appeared upon its books, at the very time these dividends were declared and paid. It thus appears that the defendant, when he participated in the declaration and payment of these dividends, and when he accepted them in payment, knew, or had the means of knowing, that the money really and in fact belonged to the creditors of the corporation, because it was required for the payment of their claims, and could not legally be paid away, under the form of a dividend, to one standing in his position. Under these circumstances, the money paid to the defendant was part of a trust fund which belonged to the creditors of the corporation, to which he could acquire no title, as against them, because he took it without consideration, and with full knowledge of the trust which existed in their favor. The plaintiff in this case, as the representative of the creditors of the corporation, is entitled to sue for and recover back the money so paid. Crandall v. Lincoln, 52 Conn. 73; Greene v. Manufacturing Co., Id. 330. The court of common pleas is advised to render judgment for the plaintiff to recover the dividends paid to the defendant, with interest from the respective dates of payment. The other judges concurred. Appeal of BROWN. Appeal of MACDONALD. (Supreme Court of Errors of Connecticut. Aug. 1, 1899.) DOWER-RIGHT OF DIVORCED WIFE. Gen. St. § 618, provides that "every woman living with her husband at the time of his death, *** or who has been divorced without alimony where she is the innocent party," shall have a right of dower in one-third part of the real estate of which her husband died possessed in his own right. Section 630 provides for distribution of estates after dower has been deducted, and section 2803 permits both parties to a divorce to marry again. Held, that section 618, read in the light of the other two sections, does not give a right of dower to a woman divorced from her husband by his fault, and married again, when he also married again, and was living with his second wife at the time of his death. Case reserved from superior court, New London county; John M. Thayer, Judge. Petition by Phebe E. Brown and Esther Macdonald for dower in the estate of Lucius D. Brown. From decrees of the probate court denying the petition, petitioners appeal. Af firmed. These cases were argued as one. Each appellant claimed dower upon the following state of facts: Lucius D. Brown, the decedent, had his domicile in North Stonington, New London county. He died April 9, 1897, possessed of a large amount of land situated in said town and other towns in this state. He was lawfully married to the appellant Phebe E. Brown, November 13, 1858, and was divorced from her, she being the innocent party, on January 20, 1863. On September 2, 1864, said Phebe Brown married one W. B. Brown, with whom she is now living, and by whom she has six children. On April 16, 1864, the decedent, Lucius D. Brown, was lawfully married in this state to the appellant Esther Pierce (whose maiden name was Spink, and who had previously been married and divorced from one Edward Pierce), from whom, on February 21, 1866, he was divorced by the superior court of the state of Rhode Island, she being the innocent party. Esther, on March 18, 1882, married one Macdonald, with whom she lived until October 10, 1897, when he died. Neither of the appellants had received any provision by way of jointure, nor had either of them entered into a contract with said Lucius D. Brown, under the statute of 1877, in respect to their property rights, nor received alimony, nor in any way forfeited a right to dower, if such right exists under the facts stated. The decedent, Lucius D. Brown, on December 25, 1867, lawfully married Mary Gray, with whom he lived until his death. He left a will, by which he gives his whole estate to his wife, Mary Gray, for life, and upon her death to his brothers and sisters. Prior to his marriage with Mary Gray, the decedent had not been the owner of any property of value. All his real estate was acquired after March 10, 1875, and the Said HAMERSLEY, J. (after stating the facts). Section 618 of the General Statutes, 1 providing for dower, should be read in connection with section 630,2 providing for distribution and section 2803, permitting both parties to a divorce to marry again. The appellants read section 618 as if it stood alone, and construe its language, without reference to its history, as if it gave an absolute right to a life estate in one-third of his land, not only to a man's widow, but, in addition, to each surviving woman who may have been divorced from him through his fault. Such a construction leads to results absurd and impracticable, which the legislature could not have intended. This of itself is sufficient to mark the construction as wrong. The letter of a statute cannot prevail against the plainly indicated intent of the legislature. Borough of Bridgeport v. Hubbell, 5 Conn. 237, 243; Manufacturing Co. v. Prall, 9 Conn. 487, 495; Rawson v. State, 19 Conn. 292, 299. We think, however, that the letter of the statute and the intention of the legislature may readily be reconciled. Did our law, like that of many states, recognize a 1 Sec. 618. Every woman married prior to April twentieth, eighteen hundred and seventyseven, and living with her husband at the time of his death, or absent by his consent, or by his default, or by accident, or who has been divorced without alimony, where she is the innocent party, shall have right of dower, during her life, in one-third part of the real estate of which her husband died possessed in his own right, unless a suitable provision for her support was made before the marriage by way of jointure, etc. 2 Sec. 630. The distribution of intestate estates shall be as follows, that is to say: 1. To the wife of the intestate, whose marriage took place prior to April twentieth, 1877, and who, during the marriage, did not contract with her husband in manner and form, and for the purposes provided in section 624, there shall be distributed and set out one-third part of the personal estate of the intestate forever, and if there be no children of the intestate or any legal representative of them, one-half of the personal estate forever, and if she shall not have been otherwise endowed before marriage, one-third part of the real estate to her during life as provided in sections 618 and 619. 2. To the husband or wife of the intestate, whose marriage took place on or subsequently to April twentieth, 1877, or who having been married before that day, did, during marriage, enter into a contract with each other in manner and form and for the purposes provided in section 624, and cause the same to be recorded as in said section is provided, there shall be distributed or set out such portion or share of the estate of the intestate as such husband or wife will be entitled to under the provisions of section 623. 3. All the residue of the real and personal estate shall be distributed in equal proportions, according to its value at the time of distribution, among the children and the legal representatives of any of them who may be dead, etc. right of dower as to all lands possessed during | 499. In England the common law, following the canon law, prohibited absolute divorce for any cause arising after a valid marriage. 1 Bl. Comm. 441; Foliamb's Case, 3 Salk. 138. The early reformers were opposed to this law. They believed the Scriptures authorized a release from the marriage covenant to the injured party in certain cases. A commission to inquire into this subject was authorized in the reign of Henry VIII., and another in the reign of Edward VI. The work of the latter commission was completed, but the king died before it received royal confirmation. It was, however, published during the reign of Elizabeth under the title of "Reformatio Legum Ecclesiasticarum." It provided that in cases of adultery and malicious desertion the injured party might have liberty to marry again. Pending the work of this commission, it was decided in the case of the marquis of Northampton, by a special tribunal appointed by the king, that by the Word of God a man divorced for the adultery of his wife might marry again. Possibly, before the accession of Mary, this precedent was followed in other cases. 3 Reeve, Hist. Eng. Law, pp. 495, 498, 499. This view of marriage and divorce was held by the first settlers of Connecticut. Accepting the Word of God as law in matters not touched by any special ordinance, their courts began at once to decree a separation on what they deemed the scriptural grounds of adultery (citing Matt. xix. 9) and malicious desertion (citing 1 Cor. vii. 15); ordering a provision by way of alimony where it seemed equitable, and granting permission to the injured party to marry again. 1 Col. Rec. pp. 275, 301, 362, 379; 2 Col. Rec. pp. 129, 292, 293, 322, 326-328; 3 Col. Rec. p. 23; 4 Col. Rec. p. 59; 10 Col. Rec. p. 168; 14 Col. Rec. pp. 223, 387. These divorces, though granted by the general court, which possessed supreme legislative and judicial power, were not legislative, but purely judicial. This appears (among other reasons) from the fact that when this jurisdiction was first exercised the conception of a legislative divorce had not developed. The first parliamentary divorce was in 1669. All the divorces were based on the scriptural-i. e. common-law--right of the injured party to be released from his conjugal tie, and to be permitted to marry again. This permission was special to the injured party. As phrased in one of the decrees: "In case the said S. T. shall have opportunity to join herself in marriage with another man, she is left at liberty so to do without offense to the law or this court." 2 Col. Rec. p. 293. In 1677 a statute was passed defining the grounds of divorce, and authorizing the court of assistants as well as the general court to grant bills of divorce "to the aggrieved party, who may then lawfully marry or be married to another." Id. p. 328. This law remained unchanged until 1849, when the court was authorized to "declare the petitioner to be single and unmarried; and the parties divorced may then marry again." Revision 1849, p. 274. When, therefore, the act of 1672 was passed, a husband divorced for his own fault had not permission to marry again. By the Connecticut law the English law of prohibition was removed as to the innocent party. Our land law also was, from the beginning, different from that of England. The rule of descent was substantially that of personal property, and realty and personalty were subject to the same law of distribution. In 1639 it was ordered that the court shall divide intestate estate to wife, children, or kindred, as in equity they shall see meet. 1 Col. Rec. p. 38. Distributions were made by the magistrates of the general court, and under their rulings a practice grew up of dividing the land and personal property indifferently, onethird to the widow and two-thirds to the children, modified at times to meet the equities of particular cases. Sometimes, when the main portion of the personal property was given to the widow, she would receive onethird of the land for life. Id. p. 446. The tenancy by dower was unknown to our early law. The widow's interest in the land as well as the personal property of her husband was through distribution. As our law gave her one-third of all her husband's estate, subject to the discretion of the court in distribution, there was no occasion for dower, except to meet the case where a husband by will should divert his whole property; and it was mainly to meet this emergency (that in such case "there may be suitable provision made for the maintenance and comfortable support of widows after the decease of their husbands") that the act of 1672 was passed. It was, in effect, an amendment to the law of descent and distribution, and provided that every woman upon the death of her husband shall have "by way of dower" one-third of his land for her natural life, and that "the remainder of the estate shall be disposed of according to the will of the deceased, and, where there is no will, according to law." See Revision of 1750, p. 43. The use of the words "by way of dower" may determine to a certain extent the incidents of this life esThe estate, however, does not arise from the English law of land, but from a statute in aid of the Connecticut law of descent and distribution. This statute practically extends and modifies the widow's right to a share of her deceased husband's estate, realty as well as personalty. In this it differs from the provisions of the New Haven Laws of 1656, and the Massachusetts act of 1641. Both these colonies adopted the English law of dower, giving to the wife a right of dower in any land of which the husband might be seised during coverture. Connecticut extended and modified the right of a wife to share in all the estate her husband might leave at his death. The act was so regarded by other legislation relative to the same subject. When the common law of descent and distribution was first formulated into a statute, in 1696, it was ordered that when a man dies intestate "his widow, if any be, shall have, besides the third part of his real estate during her life, a part also of his personal estate," etc. 4 Col. Rec. p. 167. And the statute of descent and distribution of 1699, being substantially the same as the one now in force, provides that the court of probate shall distribute the estate as follows: "One third part of the personal estate to the wife of the intestate (if any be) forever, besides her dower or thirds in the housing and land during life, where such wife shall not be otherwise endowed before marriage, and all the residue of the real and personal estate, by equal portions, to and among his children," etc. Id. p. 307. And in 1736 it was provided that the court of probate should assign the dower in case of will as well as of intestacy, and such is the present law. Gen. St. §§ 619, 630. This view of the origin of the widow's right in the land of her deceased husband is acted upon in Stewart v. Stewart, 5 Conn. 317, 320. Such being the existing law of divorce, descent, and distribution in 1672, the act in question was passed, as follows: "That every married woman (living with her husband in this colony or elsewhere absent from him with his consent or through his mere default, or inevitable providence, or in case of divorce where she is the innocent party) that shall not before marriage be estated by way of jointure in some houses, lands, tenements, hereditaments for term of life, or with some other estate in lieu thereof, shall, immediately after the death of her husband have right and interest by way of dower in and to one third part of the real estate of her deceased husband's lands," etc., "to be to her during her natural life." 8 Col. Rec. p. 56. Reading this language in view of the conditions it was framed to meet, it is certain that this right of dower, like the right to a distributive share of personal property, cannot exist before a husband's death, and affects only the estate left by him; that in no event can more than one-third of the real estate be assigned for dower; and that the person entitled to dower is the wife living with the deceased at the time of his death, unless her separation at that time is due to his fault or accident, or a divorce that leaves her free and the man so far her husband that he has no other conjugal tie. It is certain that a woman divorced is admitted to dower only because she represents, and no other is, the wife living with her husband, or separate through his fault. As was said in Stilson v. Stilson, 46 Conn. 15, 19, her right to dower is "precisely the same as that of a woman living with her husband at the time of his death." When a woman lives with her husband at his death, she possess the right, and the same right can then belong to no other. When the act of 1849 expressly authorized the marriage of a man divorced for his fault, it did not enact a different law for such marriages. It gave to the wife the full rights of a wife, and, among them, the right to share her husband's estate by way of dower as well as of distribution in the same manner as every other wife; and to that extent it modifies the operation of the statute of dower. The present statute enables a woman divorced for her husband's fault to be treated as so far his wife that she may share his estate by way of dower, so long as she represents the wife living with him, or separated by his fault; but the act of 1849 modifies the practical effect of this by enabling the divorced husband to lawfully take a wife, who, living with him at the time of his death, is by the express terms of the statute the one entitled to dower. The words, "or who has been divorced where she is the innocent party," still mean the wife separated by his fault from a man who has no other conjugal tie. If, however, he acquire such tie, and leaves a lawful wife surviving, she is the "married woman living with her husband at his death," and the contingency of separation provided for by the qualifying words does not exist. In Stilson v. Stilson, supra, the divorced husband had married again, but, as appears, the second wife did not survive him. The court assumes that the divorced |