coverable from or by the amalgamated company, by the same ways and means and subject to the same conditions as the same would or might have been recoverable from or by the dissolved company if the amalgamating act had not been passed;' that all deeds, conveyances, grants, assignments, leases, purchases, sales, mortgages, bonds, covenants and securities, which before the amalgamation have been executed, made or entered into by. with. to, or in relation to the dissolved comp ny or the directors thereof, and which are in force at the time of amalgamation, and all obligat ons and l'abilities which before the amalgamation have been incurr d by or to, or which but for the amalgamation might or would have arisen in relation to the dissolved company, or the directors thereof, shall be as valid and of as full effect in favor of, against or in relation to the amalgamated company, as if the same had been executed, made or entered into by, with, or to, or in relation to, or had been incurred by or to, or had arisen in relation to, the amalgam: ted company by name that all causes and rights of action or suit accrued before the time of amalgamation, and then in any manner enforceable by, for, or against the dissolved company, shall be and remain as good, valid and effectual for or against the amalgamated company as they would or might have been for or against the dissolved company affected thereby, if the amalgamating act had not been passed.

; or s and a

at al

le br 609; University of Vermont etc. v. Baxter's Estate, 42 Vt. 99.

avable

shaile

1 And only in its own name: Indianola R. R. Co. v. Fryer, 55 Tex.

2 Paine v. Lake Erie etc. R. R. Co. 31 Ind. 283.

3

26 & 27 Vict. ch. 92, § 40,

2551. Provisions of the English statute concerning contracts for the purchase of land. —In England, if the dissolved company has under any special act entered into any contract for the purchase of lands, or has taken or used any lands which at the time of amalgamation have not been e'lectually conveyed to the dissolved company, or the purchase-money of which has not been duly paid by the dissolved company, the Railways' Clauses Act of 1863 directs that the contract, if in force at the time of amalgamation, shall thereafter be completed by the amalgamated company, that the lands shall be conveyed as the amalgamated company may direct, and that the purchase-money shall be paid and applied pursuant to the special acts relating to the dissolved company, those acts being read and construed in relation to the completion of the contract and the purchase and conveyance of the lands, and the payment and application of the purchase-money, as if the amalgamated company were the one named in the acts and contract. By the same statute it is enacted that all matters to be done, continued or completed, or which but for the amalgamation would, might or could be done, continued or completed by the dissolved company, or their directors, officers or servants, under or by virtue of any special acts, shall or may be done, continued or completed by the amalgamated company and their directors, officers and servants, as the case may be.'

1 26 & 27 Vict. ch. 92, § 46.

2 26 & 27 Vict. ch. 92, § 39.

§ 552. Provisions of the English statute concerning the records of the dissolved company. All officers and persons having in their possession

the a

e acts

Dacte

com

rould.

-ted br

officers ar

ecial ac

mpleted

irectors

at the time of amalgamation, any books, docu-
ments, papers or effects, to which, but for the amal-
gamation, the dissolved company would have been
entitled, are required by the Railways' Clauses Act
of 1863 to deliver the same to the amalgamated
company, or to such persons as it may appoint to
receive them.1 And the same statute provides
that all registers of shares, stock, mortgages, and
bonds of the dissolved company, and all registers
of transfer thereof respectively, and all sharehold-
ers' and stockholders' address books, and all certifi-
cates of shares or stock of the dissolved company,
which are valid and subsisting at the time of amal-
gamation, shall continue to be valid and subsisting
and shall have the same operation and effect as be-
fore the dissolution, unless and until new or al-
tered registers, books, and certificates respectively
are substituted in their stead; and that all trans-
fers, sales, or dispositions of stock or shares made
before the dissolution and not then completed,
shall have the same operation and effect as if made
after the dissolution.3

3

23 & 27 Vict. ch. 92, § 53.

§ 553. (h). Upon the rights, privileges and immunities of the original companies.-It is well settled by numerous decisions that when two or more railroad companies form by union or consolidation a new or consolidated company, the latter, unless restricted by the laws under which the consolidation takes place, succeeds to and possesses the franchises, rights, privileges and immunities of the several companies from which it is formed.' In

BEACH ON RAILWAYS-57

F

+

New York it is expressly enacted that upon the consummation of the act of consolidation, all and singular the rights, privileges, exemptions and franchises of each of the corporations, and all the property, real, personal and mixed, and all the debts due on whatever account to either of the corporations, as well as all stock subscriptions and other things in action belonging to either of the corporations, shall be taken and deemed to be transferred to and vested in the new corporation, without further act or deed; and all claims, demands, property, rights of way and every other interest, shall be as effectually the property of the new corporation as they were of the former corporations, parties to the agreement and act; and the title to all real estate, taken by deed or otherwise, under the laws of that State, vested in either of the corporations, parties to the agreement and act, shall not be deemed to revert or be in any way impaired by reason of the act or any thing done by virtue thereof, but shall be vested in the new corporation by virtue of the act of consolidation. And in England a similar statute provides that in every case of amalgamation, the undertaking, railways, harbors, navigations, ferries, wharves, canals, works, real and personal property, powers, authorities, privileges, exemptions, rights of action and suits, and all the other rights and interests of the dissolved company, shall, subject to the contracts, obligations, debts and liabilities of that company, become at the time of amalgamation, and by virtue of the amalgamating act, vested in the amalgamated company, and may and shall be held, used, exercised and enjoyed by the amalgamated company in the same

manner and to the same extent as the same respect-
ively at the time of amalgamation are, or, if the
amalgamating act were not passed, might be held,
used, exercised and enjoyed by the dissolved com-
pany." The same act makes all special statutes re-
lating to or affecting the dissolved company applicable
to the amalgamated company unless repealed by the
special act authorizing the amalgamation. And in
England the same tolls are to be calculated and
imposed at such rates as if the amalgamated rail-
ways had originally formed one line. In a well-
considered case in Maine, it was decided that when
a new corporation is formed out of two or more
previously existing corporations, and by the act
creating the new company it is to enjoy
" all
the powers, privileges and immunities possessed by
each of the corporations" from whose union it was
constituted, the consolidated company will have
those privileges, powers and immunities only which
they all had, "and it will not have those special
powers, privileges and immunities which some had
and some did not have." "

1 Zimmer v. State, 30 Ark. 677, citing Baltimore v. Baltimore etc. R. R. Co. 6 Gill, 283, 288; 48 Am, Dec. 531; Tomlinson v. Branch, 15 Wall. 460. Acc. Tennessee v. Whitworth, 117 U. S. 129; Green County v. Conness, 109 U. S. 104; Indianapolis etc. R. R. Co. v. Jones. 29 Ind. 465; 95 Am. Dec. 654; Miller v. Lancaster, 5 Cold. 514; Paine v. Lake Erie etc. R. R. Co. 31 Ind. 283; Cooper v. Corbin, 105 Ill. 224.

2 N. Y. Laws of 1869, ch. 917, § 4.

3 26 & 27 Vict. ch. 92, § 38.

4 26 & 27 Vict. ch. 92, § 38.

5 8 Vict. ch. 20, § 91.

6 State v. Maine Central R. R. Co. 66 M 488, 514.

§ 554. The same subject, continued and illustrated. The consolidated company acquires the right of eminent domain conferred by the State