"That the father made the deposit in the name of the son to escape taxation is not such a fact." That is, such a fact as would negative the theory of a trust.

Again, it is insisted that Mrs. Luplow retained the bank book and that this was inconsistent with the trust. Scarcely so; for indeed it was not improper for her to retain the book as trustee, for such she had voluntarily constituted herself, and therefore she might properly retain it, and so it is held in Ray v. Simmons, Admr., supra. The strong weight of authority is to the effect that the creation of a trust, if otherwise unequivocal, is not affected by the settlor's retention of the instrument of trust, especially where he is himself the trustee. Exton v. Scott, 6 Sim., 31; Fletcher v. Fletcher, 4 Hare, 67; Carson and Vickery, Admrs., v. Phelps, Trustee, 40 Md., 73, 14 Am. Law Reg., N. S., 100; Souverbye et ux. v. Arden et al., 1 Johns. Ch., 240, and Bunn v. Winthrop, 1 Johns. Ch., 329.

It is further urged that Mrs. Luplow, during the eighteen years, withdrew by check certain sums of money, not large in amount or number, from this account, and that such withdrawals were inconsistent with the theory of a trust, and such must be conceded to be the case; but did she thereby annul the trust? Scarcely so, because a trust cannot be annulled by the person creating it, in the absence of a power of revocation reserved by him for that purpose. (Bank v. Albee et al., supra; Sargent v. Baldwin, 60 Vt., 17, 13 Atl. Rep., 856; Martin v. Funk, Admr., 75 N. Y., 134; Decker v. Union Dime Savings Institution, 15 N. Y. App., 553; Curtis v. Price, 12 Ves., 103; Ellison v. Ellison, 6 Ves., 656; Salisbury v. Bigelow, 37 Mass. (20 Pick.), 174,

182, 183; Stone v. Hackett, Exr., 78 Mass. (12 Gray), 227; Souverbye v. Arden, supra; Viney v. Abbott, 109 Mass., 300; Servall, Exr., v. Roberts et al., 115 Mass., 262.) No matter what Mrs. Luplow said or did afterwards inconsistent with an express, completed trust, if she had created one without the power of revocation, she could not thereby annul it, and the foregoing rests upon the equitable principle, now well established, that a voluntary gift or conveyance of property in trust, when fully completed and executed, will be regarded as valid and its provisions enforced and given effect.

It is true that two cases, Brabrook v. Boston Five Cents Savings Bank, 104 Mass., 228, 6 Am. Rep., 222, and Clark v. Clark, 108 Mass., 522, seem to hold a different doctrine. However in the first case the circumstances were deemed controlling and adverse to an intent to create a trust, while in the second, which was similar as to facts, the court very briefly expressed the opinion that the trust was not complete, but without assigning any reason. These cases, although entitled to much respect, are exceptional to the strong weight of authority in the United States. The English cases in this regard, quite a few of which have been examined, generally sustain the view of the large majority of the American cases.

Probably no case can be found more nearly upon the point than Martin v. Funk, Admr., supra, in which it is held as follows:

"Where, *** a trust is declared, whether in a third person or the donor, it is not essential that the property should be possessed by the cestui que trust, or that the latter should be informed of the trust.

"S. deposited in a savings bank a sum of money belonging to her, declaring at the time that she wanted the account to be in trust for plaintiff. The account was so entered, and a pass-book given to S. containing an entry, in substance, that the account was with her in trust for plaintiff. A deposit was made in the same manner in trust for K. Plaintiff and K. were sisters, and distant relations of S. S. retained possession of the pass-books, and the money remained in the bank, with its accumulated interest, except that she drew out one year's interest, until her death. Plaintiff and K. were ignorant of the deposits until after that event. In an action to obtain possession of the pass-books, and to recover the deposits, held, that the transaction was a valid and sufficient declaration of trust, and passed the title to the deposits, S. constituting herself a trustee; that the retention of the pass-books, which were simply the vouchers for the property, must be deemed to have been as trustee, and was not inconsistent with the completeness of the gift, nor was notice to the cestui que trust necessary."

It is obvious that the foregoing is quite similar to the present case as to facts, and it fairly expresses the principle declared in practically all of the wellconsidered cases.

It is therefore clear that Mrs. Luplow as the owner and donor of personal property could create a perfect or completed trust by her unequivocal declaration, in writing or by parol, that she herself held such property in trust for the purposes named and the trust is equally valid whether she constituted herself or another person the trustee; she need not in express terms declare herself trustee, but she

must do something equivalent to it, and use expressions that have that meaning. The act must be consummated and not rest in intention; if she constituted herself trustee it is not necessary as between herself and the beneficiaries that she should part with the possession of the trust property. She declared her intention before the act, to deposit the money for the benefit of her children, then followed the act depositing the money in her own name “in trust for Richard and Maria." Subsequently she declared what she had done, and, although asked to do so, refused to change the manner of the deposit, and it so continued for more than eighteen years, which of itself indicates permanence of intention. So far as the record discloses she died without any intimation of a desire to make a change in the original arrangement, and it is not believed that the court should now do that which she declined, although urged, to do. It must be found therefore that she created a voluntary, express trust, which was completed by her in praesenti by the deposit and the naming of herself as trustee.

The subject of gift which was presented in argument need not be further or separately considered, as it has been sufficiently discussed in the foregoing as a part of the trust.

It follows therefore that the judgment must be reversed, and it is so ordered.

Judgment reversed.

METCALFE and POLLOCK, JJ., concur.

In re Waldorf Amusement Co.

[13 Ohio

IN RE DISSOLUTION OF THe Waldorf AMUSEMENT COMPANY.

Corporations - Dissolution upon petition of stockholders - Section 11938, General Code - Grounds for dissolution.

A corporation will be dissolved by proceedings brought for that purpose under Section 11938, General Code, where it is shown that the corporation has no legal directorate, there being but four members on the board; that no meetings of the board of directors or stockholders are called or held; that no dividends were ever declared, the business being conducted by the two principal stockholders, who divided the profits equally between them; that one of the two principal stockholders has deserted the business and is conducting a similar business of his own; and that the company has no place in which to do business, the lease on the building in which it operates having expired. (Decided July 14, 1920.)

ERROR: Court of Appeals for Summit county.

Messrs. Mather & Nesbitt, for petitioner.
Mr. Edward S. Sheck, for respondent.

CUSHING, J. (of the First Appellate District, sitting in place of WASHBURN, J.). September 20, 1919, an application was made for dissolution of The Waldorf Amusement Company, a corporation organized under the laws of Ohio.

The charter of the corporation was issued by the state May 10, 1913. The purposes for which the corporation was formed were buying, selling, dealing in and handling theatrical supplies, merchandise and material, and for the purpose of engaging in the business of exhibiting motion pictures at such place or places in the state of Ohio as may be determined upon by the corporation.