"4. Your respondent is informed and believes and therefore avers that said accounts were purchased by said Allen and said Foster prior to the filing of any report of the claims approved and allowed by the receivers in this case.

"5. Your respondent is informed and believes and therefore avers that said purchase of accounts as aforesaid is a fraud upon said Allen-Foster-Willett Company and upon him as a stockholder; that any excess above the amount actually paid by said Allen or said Foster for the purchase of said debts is the property of the AllenFoster-Willett Company or its receivers; that said receivers ought not to pay on account of said claims any amount in excess of the sum paid therefor by said Allen or said Foster; that to allow the report now offered might result in the payment to said Allen and said Foster of an amount in excess of the cost of said claims, to said Allen and said Foster.

"Wherefore your respondent respectfully prays:

"First: That before the allowance of said report this court determine the exact cost of said claims purchased by said Allen or said Foster on behalf of either said Allen or said Foster.

"Second: That said claims be not allowed for any sum in excess of the amount paid therefor by the said Allen or the said Foster. "Third: That your respondent be permitted to participate in any proceeding in relation to the determination of the amount paid for said claims by the said Allen or the said Foster."

The case came on to be heard before Lawton, J., upon the receivers' report and the objections of the Manufacturers National Bank and John H. Willett thereto; and, after having heard the parties upon agreed facts, which are described in substance in the opinion, the judge overruled the objections, allowed the report and made a decree thereon dated December 28, 1916; and, the objectors making no objections to the distribution of a dividend to the extent of seventy per cent as therein ordered, upon all other questions raised by the objections, at the request of the objectors, the judge reported the case for determination by this court upon the petition and the decree appointing the receivers, the receivers' first report, the objections to that report, the stipulation as to facts and the decree upon the report, such decree, order or modification of the decree to be entered as this court should determine. The case was submitted on briefs.

S. Parsons, H. A. Bowen & C. D. Moore, for John H. Willett.
A. B. Tolman, for the Manufacturers National Bank.
Lee M. Friedman, for the receivers.

BRALEY, J. It is undoubtedly true as contended by the intervenors that directors of a corporation act in the discharge of the duties of their office in a fiduciary capacity. A director is not permitted to serve two masters; his personal pecuniary interests in whatever form they may arise are as between himself and the company subordinate to his paramount obligations as trustee, to the faithful performance of which he is strictly accountable in a court of equity. Hayes v. Hall, 188 Mass. 510, 511. Quinn v. Burton, 195 Mass. 277, 279. American Circular Loom Co. v. Wilson, 198 Mass. 182, 206, 207. United Zinc Co. v. Harwood, 216 Mass. 474, 476, and cases there collated.

Obviously, Allen, while a director of the company charged with the duty of conserving its monetary welfare for the benefit of all concerned, could not lawfully buy at a discount claims against it and afterwards collect their full value or participate upon this basis in any distribution of corporate assets by way of dividends if the company became insolvent.

But, having been a domestic manufacturing corporation, the company by the decree of dissolution is within St. of 1903, c. 437, § 51, which provides that, "A corporation so dissolved shall be held to be extinct in all respects as if its corporate existence had expired by the limitation of its charter." Or as phrased in R. L. c. 109, § 52, of which St. 1903, c. 437, § 51, is a recodification, "as if its corporate existence had expired by its own limitation." The corporation having thus ceased to exist, creditors and stockholders would have to assert whatever rights they had against its property in a court of equity, if it were not for § 52. Thornton v. Marginal Freight Railway, 123 Mass. 32, 34.

By this section however the corporation is continued "as a body corporate for three years after the time when it would have been so dissolved, for the purpose of prosecuting and defending suits by or against it and of enabling it gradually to settle and close its affairs, to dispose of and convey its property and to divide its capital stock, but not for the purpose of continuing the business for which it was established." If upon dissolution the assets had been marshalled and liquidation had been effected through

its officers, the corporation might have been obliged to exercise all necessary corporate functions "incident to this limited and restricted action, including the holding of meetings, passing votes, electing directors and other agents." Commonwealth v. Commonwealth Bank, 22 Pick. 176, 180. Crease v. Babcock, 23 Pick. 334, 345, 346. Richards v. Attleborough National Bank, 148 Mass. 187, 191, 192. And we should hesitate to hold, if Allen had continued to act as a director under such conditions, that he could speculate for his own gain in the purchase of claims against the company to the detriment of other creditors as well as of the stockholders who would be entitled to share in whatever corporate property remained after the company's debts had been satisfied. Andrews v. Tuttle-Smith Co. 191 Mass. 461, 467, 468.

But the record shows that, instead of the company's affairs being wound up under corporate management, receivers were appointed under § 53, with authority to prosecute and defend suits and to do all other acts which might be done by the corporation if in being and might be necessary for the final adjustment of its unfinished business. The company's directors also were not only commanded to turn over to the receivers all books of account, leases, deeds, contracts, bills, notes, accounts, merchandise, moneys or other property of the corporation in their possession or control, and to execute and deliver all necessary deeds or other instruments to perfect the delivery and transfer of the property of the corporation to the receivers, but were enjoined until the further order of the court, which has never taken further action, from interfering with, transferring, encumbering, selling or disposing of any of the property of the corporation, or in any way interfering with the possession or management of any part of the property or of the business of the corporation, except through or under the receivers or their agents.

This decree having ended all further corporate management, the receivers alone were empowered to settle and close the company's affairs, to sell and convey its property and to distribute the proceeds as ordered by the court. Stone v. Old Colony Street Railway, 212 Mass. 459, 462. Eastern Bridge & Structural Co. v. Worcester Auditorium Co. 216 Mass. 426. And the directorate having been shorn of all corporate powers by the decree which rendered their further exercise impossible, the fiduciary obligations

of its members were also terminated. We are accordingly unable to perceive that in acquiring a part of the indebtedness of the company, after the receivers had been appointed and were administering the estate, Allen committed a breach of trust.

It follows, that the receivers' report wherein the claims bought by Allen are admitted to participation in the dividend for the full amount having been properly allowed, the decree should be affirmed with costs in accordance with the terms of the report.

So ordered.

EDWARD T. BEAN'S (dependent's) CASE.

Suffolk. May 21, 1917. - June 27, 1917.

Present: RUGG, C. J., BRALEY, CROSBY, PIERCE, & CARROLL, JJ.

Workmen's Compensation Act, Cause of injury, Procedure.

To entitle an injured employee to compensation under the workmen's compensation act it is not necessary for him to prove the exact cause of his injury if he can show that it arose out of and in the course of his employment. Where a workman employed in the park department of a city received a scratch on the back of his hand, which became infected and resulted in blood poisoning from which he died, and it appeared that, when he was examined at the hospital and was asked how he was hurt, he replied that "he scratched it on something" while he was working around plants, that he did not remember whether he "stuck a thorn in it," but knew he was injured in the course of his employment and that the injury resulted from it, it was held that a decision of the Industrial Accident Board awarding compensation to his dependent widow was warranted.

The provision of the workmen's compensation act contained in St. 1911, c. 751, Part III, § 7, as amended by St. 1912, c. 571, § 12, which requires an arbitration committee to file with the Industrial Accident Board "a statement of the evidence submitted before it," is complied with by a report of an arbitration committee which contains a statement of all the material evidence in a narrative form, a verbatim report of the evidence not being essential.

On an appeal to the Superior Court from a decision of the Industrial Accident Board, the granting of a motion to recommit the case to the Industrial Accident Board is within the discretionary power of the trial judge, and the exercise of his discretion will not be revised by this court on appeal.

APPEAL to the Superior Court under St. 1911, c. 751, Part III, § 11, as amended by St. 1912, c. 571, § 14, from a decision of the Industrial Accident Board awarding compensation to Annie

Bean as the dependent widow of Edward T. Bean, who at the time of his injury on May 19, 1915, which resulted in his death on May 25, 1915, was employed in the park and recreation department of the city of Boston, the claim being made under St. 1913, c. 807.

The case was heard by Fox, J. The evidence reported and the proceedings are described in the opinion. The second motion of the employer to recommit the case to the Industrial Accident Board, mentioned in the opinion, was as follows:

"Now comes the city of Boston, employer in the above entitled case, and moves that the case be recommitted to the Industrial Accident Board:

"1. In order that the memorandum sent by the Industrial Accident Board to the Superior Court in said case may be corrected and amplified.

"2. Because the Industrial Accident Board failed to consider and pass upon the motions made by the city of Boston before the full board in the above entitled case."

The motion was denied by the judge; and the employer appealed from the order denying the motion.

By order of the judge a decree was entered in accordance with the decision of the Industrial Accident Board, awarding to Annie Bean as the dependent widow of Edward T. Bean, employee, the sum of $10 a week for a period of four hundred weeks from May 19, 1915. The employer appealed.

The case was submitted on briefs.

W. J. O'Malley, for the employer.

J. E. Eaton, E. T. McKnight & J. J. Conway, for the dependent widow.

CARROLL, J. Edward T. Bean was a workman in the park and recreation department of the city of Boston. On May 19 and 20, 1915, he was employed in "spreading sod, cultivating, and doing work in the line of improving the grounds." On May 19 he received a scratch on the back of his hand which became infected, and on May 25 he died from blood poisoning caused by the injury. His widow was awarded compensation at the rate of $10 per week for four hundred weeks.

The employer argues there was no evidence that the injury arose out of and in the course of his employment. On Thursday,