RAILWAY INVESTMENTS, Continued. estoppel cannot give effect to illegal act, II. 502, n. but corporation must answer in damages for acts of its agents, II. officers liable for false certificates of spurious stock, II. 502, n. in England, bonds issued without authority void in hands of bonâ and payment of interest until lack of authenticity discovered, no duty of purchasers to make reasonable inquiry, II. 504, 505. right of canal company to mortgage tolls, II. 505, 506. new companies formed after sale on mortgage take rights of old, II. 506. parol gift of railway debentures, where stamped deed required by such gift at first held to pass no title, II. 506. but afterwards sustained, II. 506, 507. debt said to pass in equity, II. 507. rights and remedies of bondholders and mortgagees, II. 507-552; 576, 673 et seq. depend mainly on powers granted by legislature and forms of con- tolls only mortgaged under English statute, ejectment will not lie, word "undertaking" may include land, or only speculation, II. if successive liens created, ejectment will lie, II. 508. sale under prior mortgage relieves from all subsequent, II. 508, n. 5. only remedy is in equity, II. 508. action for money had and received will not lie against trustees, II. 508. company with definite borrowing powers can borrow only in the way interest on debentures allowed till payment, II. 509, n. 10. where no restriction on powers, company bound by its covenant, II. 509. in equity, all parties interested must be parties, II. 509. receiver then appointed, II. 509, 510. right of receiver can only be contested by leave of court, II. 510, 511. all standing in same right necessary parties, II. 509. priority of right, how determinable, II. 510, 511, 577 et seq. RAILWAY INVESTMENTS, Continued. insolvent company not allowed to pay off junior encumbrancers, II. arrangement of bondholders for reorganization of company, II. 510, n. 11. respective liens of contractors, material men, and mortgagees, II. equity will not interfere to protect mortgagee whose debt not due, priority of lien between income bonds and bonds secured by mort- lien created by charter subject to contractor's lien, II. 511. some cases hold franchise may be mortgaged without consent of and that special permission to mortgage does not abridge this power, power to buy and sell real estate implies power to mortgage, II. 512, 513. power to build railway held to imply power to borrow money, II. though charter directs funds to be raised by subscription, II. 512, n. 17. power not limited by provision for raising money by issue of new mortgage must be executed in conformity with by-laws of company, and right of way may be mortgaged, II. 513. receiving money estops company from denying validity of mortgage, shareholders cannot convey title to real estate of company, II. 514. general discussion of power to mortgage property and franchises, II. right to mortgage subsequent acquisitions, II. 513, n. 17; 515 - 552, 679. after acquired personal property may even be held against subsequent and creditors and subsequent mortgagees cannot plead usury where general power to execute mortgages, II. 515-552, 691. form of remedy, II. 515, 520–552. mortgages issued without legislative consent, sometimes held ratified by subsequent enactments, II. 517, n. et seq. right of foreclosure under railway mortgages, II. 520, 521, n. RAILWAY INVESTMENTS, Continued. in Ohio, alienation of corporate franchise not allowed, II. 526, 527, n. remedy generally afforded in equity, II. 528, 529, n. power of corporation over franchises, matter between state and cor- in Massachusetts, mortgage of franchises invalid without legislative right to build and use railroad denied to be a prerogative franchise neither sale nor foreclosure allowed in England, II. 552. contractor's lien for construction preferred to that of mortgagee, II. 552. rolling stock and furniture passes by mortgage, II. 538. held to be personalty in New York, II. 536, n., 551, n. branch track subsequently completed included under mortgage, II. 537. future earnings set apart for interest and sinking fund, not liable to mortgage of canal with accompanying works, II. 537. mortgage of all property belonging to a railway will not include under what circumstances receivers appointed, II. 538, 539, and n. 31. bill brought in the name of trustees, II. 544, 545. right of foreclosure, II. 546 et seq. power of sale makes no difference in right of foreclosure, II. 546. right of railways to mortgage property and franchises by act of pres- real estate cannot pass by vote of stockholders, II. 578. franchises of railways are inalienable, II. 579. question may be raised by any one interested, II. 579. effect of registry of mortgage, II. 580, 581. railway mortgage must be in name of company, II. 581 et seq. where bills of exchange prohibited, but mortgages allowed, II. 609. authority of railways in Massachusetts to issue bonds secured by railway mortgage properly foreclosed in equity, II. 678. time allowed junior encumbrancers for redemption, II, 678. RAILWAY INVESTMENTS, Continued. what passes by mortgage of "undertaking" in England, II. 704 et seq. does not give specific charge on surplus lands, II. 704, 705. what defences allowed company as to borrowed capital, II. 595 – 598. but attempt at fraud must be alleged, II. 595, n. payment on unauthorized guaranty creates no liability in principal but not so if contract is valid on its face, II. 596, n. may contract with reference to future statute, II. 596. cannot allege their own fraud in defence, II. 597. debentures irregularly issued cannot be enforced by shareholders nor by the bonâ fide transferee of such shareholders, II. 597. but money that has come to use of company, must be repaid, II. 597. where debenture-holders are to be equally entitled, one can gain no debenture-holders preferred to judgment creditors, II. 597. transfer of debentures through forgery invalid, II. 597, 598. right to issue preferred stock, &c. may issue preferred stock as means of borrowing money, II. 598. 598. may allow interest on stock subscribed, II. 598, n. 1. issue of preferred shares restrained at suit of dissenting shareholder, loan may be converted into capital, II. 599. debenture-holder not entitled to foreclosure or sale, II. 599. what will be ratification of such issue by company, II. 599. extension of convertible bonds does not extend time for conversion, II. 599, n. arrears of dividends on preferred stock have priority, II. 599, n. investing trust funds in railway securities, II. 600-604. general duty of trustees as to investments, II. 600 – 603. railway securities too uncertain, II. 603. holder of railway bonds may enforce them, II. 604 – 609, 684. and bonds issued by cities and towns, II. 606, 607. are strictly negotiable paper, II. 587. issued in blank, may be filled up with name of last holder, II. 607 RAILWAY INVESTMENTS, Continued. in England, purpose of borrowing must be within scope of business, II. 608. sometimes denied that action will lie on coupons, II. 608. rights of transferee in England, II. 608. negotiable paper issued ultra vires, not binding on corporation, II. RAILWAY STATION. (See STATION.) not exempt from service of process, I. 96, 97. RATES. (See TAXATION.) READINESS TO PERFORM. contracts for sale of shares. vendor must be ready to convey, I. 127. vendee to pay price, II. 127. REAL ESTATE. (See LANDS.) different mode of appraisal for residents and non-residents, II. 455. notice to treat for lands held by, I. 363. power to sue in name of corporation, I. 619. appointment and duties of, II. 363–366. often necessary to put railways into the hands of, II. 363. subsequent mortgagees may have, II. 364. same one generally appointed in subsequent suits, II. 364, 365. liable for money in his hands same as other trustees, II. 365. or having any custody of the property or money, II. 366. appointed on application of mortgagee or bond-creditor, II. 509, 510. propriety of appointment only considered on motion to dismiss, II. 511. appointment of, does not relieve from liability to suit, II. 511. not appointed as matter of course, where corporation insolvent, II. 538, not always appointed on breach of condition of mortgage, II. 538, 539, n. 31. appointment of, suspends action against stockholders, II. 632, n. 13. cannot be appointed on bill to which company is not party nor assenting, |