upon the original companies,' and it may continue condemnation proceedings for the acquisition of right of way begun by the original corporations.❜ Appropriations to one of the original companies are payable to the new. The new company may mortgage the entire property acquired by consolia ɩtion, and its mortgage debts are superior to the unsecured debts of the old companies. The consolidated company may avail itself of a license to use a patent right granted one of the constituent companies. And an exemption from jury duty enjoyed by the officers of the old companies, vests in those of the new." But natural persons purchasing the rights, privileges and franchises of a corporation under a foreclosure sale do not thereby acquire the right to be a corporation.8

6

1 South Carolina R. R. Co. v. Blake, 9 Rich. 228, 233.

2 Kip v. New York etc. R. R. Co. 67 N. Y. 227; Toledo etc. R'y Co. v. Dunlap, 47 Mich. 456.

3 Scott v. Hansheer, 94 Ind. 1.

4 Mead v. New York etc. R. R. Co. 45 Conn. 199.

5 Tysen v. Wabash R'y Co. 15 Fed. Rep. 763.

6 Ridgway Township v. Griswold, 1 McCrary, 151; Lightner v. Boston etc. R. R. Co. 1 Low. 338.

7 Zimmer v. State, 30 Ark. 677. See, also, Fisher v. New York etc. R. R. Co. 46 N. Y. 644.

8 Chaffe v. Ludeling, 27 La. An. 607. Cf. Beeson v. Lang, 85 Pa. St. 197.

§ 555. (i). Upon exemption from taxation.—If the rights and privileges of the constituent companies be not conferred upon the consolidated corporation by the enabling act, an exemption from taxation does not descend to the new corporation.1 Where, however, the act of consolidation grants to the new company the rights and privileges of the original corporations, it is held to confer upon the former an exemption from taxation enjoyed by the

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latter; but only to the extent of the property of such of the original companies as enjoyed that immunity. And even though the consolidating act may provide that the new company shall have all the privileges and immunities of the original companies, yet if their exemption from taxation was qualified by their duties and dependent upon them, and they incapacitated themselves from the performance of those duties by their consolidation, the new company thus formed cannot claim the benefit of the exemption.*

1 St. Louis etc. R'y Co. v. Berry, 113 U. S. 465; Louisville etc. R. R. Co. v. 1 almes, 109 U. S. 244. Cf. Memphis etc. R. R. Co. v. Railroad Commissioners, 112 U. S. 609.

2 Tennessee v. Whitworth, 117 U. S. 129, 145, and cases cited in opinion of Chief Justice WAITE.

3 Chesapeake etc. R. R. Co. v. Virginia, 94 U. S. 718; Delaware Railroad Tax, 18 Wall. 206; Tomlinson v. Branch, 15 Wall. 460; Philadelphia etc. Ry Co. v. Maryland, 10 How. 376; Baltimore v. Baltimore etc. R. R. Co. 6 Gill, 258; 48 Am, Dec. 531. See, also, Central R. R. Co. v. Georgia, 92 U. S. 661. Cf. Railroad Co. v. Maine, 96 U. S. 499.

4 Railroad Co. v. Maine, 96 U. S. 499, affirming S. C. sub nom. State v. Maine Central R. R. Co. 66 Me. 488. See further, upon this general question, Tennessee v. Whitworth, 117 U. S. 129; Chesapeake etc. R'y Co. V. Miller, 114 U. S. 176, 185; Louisville etc. R. R. Co. v. Palmes, 109 U. S. 244, 253; Railroad Co. v. Commissioners, 103 U. S. 1, 4; Railroad Co. v. Gaines, 97 U. S. 697, 711; Chesapeake etc. R. R. Co. v. Virginia, 94 U. S. 718; Central R. R. etc. Co. v. Georgia, 92 U. S. 665; Southwestern R. R. Co. v. Georgia, 92 U. S. 676, n.; Philadelphia etc. R. R. Co. v. Maryland, 10 How. 376, 393; Minot v. Philadelphia etc. R. R. Co. 18 Wall. 206.

§ 556. (j.) Upon the obligations of the original companies to the public and to individuals.— When a new corporation is formed by the amalgamation of two or more distinct corporations into one, inasmuch as the new corporation succeeds to all the faculties and rights of the several components, it must, as a necessary consequence, be subject to all the conditions and duties also, imposed by the law of their creation, both to the public and to private persons,' except such obligations as are, in their nature, personal to the

original companies; or except so far as it may be otherwise provided by the act under which the consolidation is effected. For corporations cannot, by their own acts, divest themselves of the dut es and liabilities imposed upon them by law, the performance of which was the consideration upon which the r charters were granted, and which thus entered into their contract with the commonwealth In England, the law upon this po'nt has been reduced to the form of a statute the Railways' Clauses Act of 1863, which declares that, notwithstanding the dissolution of the dissolved company, and the amalgamation, everything before the time of amalgamation done, suffered, and confirmed respectively, under or by virtue of any special act relating to the dissolved company, shall be as valid as if the amalgamating act had not been passed; and the dissolution and amalgamation, and the amalgamating act, and this part of this act, respectively, shall accordingly be subject, and without prejudice, to everything so done, suffered, and confirmed, respectively, and to all rights, liabilities, claims and demands, present or future, which, if the dissolution and amalgamation had not taken place, and the amalgamating act had not been passed, would be incident to or consequent on anything so done, suffered and confirmed, respectively; and with respect to all things so done, suffered and confirmed respectively, and to all such rights, liabilities, claims and demands, the amalgamated company shall, to all intent, represent the dissolved company; and the erality of this present provision shall not be deemed to be restricted by any other of the pro

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visions of this part of this act, or by any provision of the amalgamating act that does not expressly refer to this present provision, and expressly restrict the operation thereof.5

1 Tomlinson v. Branch, 15 Wall. 460; Gould v. Langdon, 43 Pa. St. 365. The new company may compromise or settle any claims against the original corporations: Paine v. Lake Erie etc. R. R. Co. 31 Ind. 253.

2 Daniels v. St. Louis etc. R. R. Co. 62 Mo. 43. See Montgomery etc. R. R. Co. v. Baring, 51 Ga. 582. Vide infra, § 557.

3 Chicago etc. R. R. Co. v. Moffitt, 75 Ill. 524, 528. Acc. Tennessee v. Whitworth, 117 U. S. 129; Peoria etc. R'y Co. v. Coal Valley Mining Co. 68 Ill. 489.

4 Quested v. Newburyport Horse R. R. 127 Mass. 204; McCluer v. Manchester etc. R. R. 13 Gray, 124; 74 Am. Dec. 624; Langley v. Boston etc. R. R. Co. 10 Gray, 103; Freeman v. Minneapolis etc. R'y Co. 28 Minn. 443, But see Ditchett v. Spuyten Duyvil etc. R. R. Co. 67 N. Y. 425. Cf. Tower Manuf. etc. Co. v. Ullman, 89 Ill. 244.

5 26 & 27 Vict. ch. 92, § 55.

§ 557. The same subject, continued-Continuing obligations and personal obligations.-The consolidated company assumes all the continuing obligations of the corporations merged into it; that is, all obligations which are not purely personal to the constituent companies, and which in their nature can be performed by them only. Thus, the obligation of one of the original companies to restore a stream, the usefulness of which had been impaired by its works, devolves upon the consolidated company. So, a contract of one of the old companies to haul the coaches of a sleeping-cir company, must be performed by the new corporation over that portion of its line formerly owned by the old.3 In a recent case, however, it was decided that a provision in a contract of purchase of the property and franchises of one company by another, that all existing contracts for certain privileges shall be respected and maintained at rates not exceeding the present rates," was held

not to be perpetual as to those contracts, but merely as binding the purchaser to respect them during what remained of their unexpired term. And again the purchasing or consolidated company becomes subject to restrictions upon charges for transportation, as to that part of its traffic which is conducted over the purchased_road.5 This is

provided by a statute in New York, which declares that nothing in this act contained shall be so construed as to allow the consolidated company to charge a higher rate of fare per passenger per mile upon any part or portion of the consolidated line, than is now allowed by law to be charged by each existing company respectively.

1 Daniels v. St. Louis etc. R. R. Co. 62 Mo. 43; Montgomery etc. R. R. Co. v. Baring, 51 Ga. 562.

2 Chicago etc. R. R. Co. v. Moffitt, 75 Ill. 524.

3 But only over that part of its line: Pullman Palace Car Co. v. Missouri Pacific R'y Co. 115 U S. 587, 595.

4 Hurt v. Ferrill (Va. 1887.)

5 Campbell v. Marietta etc. R. R. Co. 23 Ohio St. 168. Cf. Daniels v. St. Louis etc. R. R. Co. 62 Mo. 43.

6 N. Y. Laws of 1869, ch. 917, § 7; N. Y. Laws of 1875, ch. 108, § 1, as amended by N. Y. Laws of 1883, ch. 387.

§ 558. Provisions of the English statute concerning the completion of works begun by the dissolved company.-With respect to all works which the dissolved company is at the time of amalgamation authorized or bound to execute and complete, and which are not then executed or completed, it is provided by the English Railways' Clauses Act of 1863, that they may, or shall (as the case may require), be executed or completed by the amalgamated company, and for that purpose the amalgamated company shall have and be subject to all the powers, rights and conditions which