three-fourths of the bondholders should direct. The master also reported a form of deed to Hirst in which it was recited that it was in trust for all the bondholders. In April, 1860, in pursuance of the direction of threefourths of the bondholders, Hirst conveyed to the West Penna. R. Co., organized by the purchasing bondholders to succeed the N. R. Co., "free and discharged from all and every trust whatever." The act incorporating the W. P. R. Co., recited that said company was composed of persons named, and "all others who hold mortgage bonds," but the preamble set out the deed to Hirst in trust for all the bondholders who participated in the said purchase," and that it was desirable "to reimburse the said bondholders for their expenditure of money and labor." In 1889, the plaintiff, as surviving partner discovered among the assets of the firm, a N. R. Co. bond, which by its terms was convertible into stock, and brought assumpsit against the W. P. R. Co., to recover for their refusal to exchange said bond into stock of the W. P. R. Co. Plaintiff claimed that Hirst took as trustee for all the bondholders of the N. R. Co., and that the conveyance to the W. P. R. Co., was really with the agreement that said company assumed Hirst's duties as such trustee, and that the W. P. R. Co., was therefore bound to make the exchange demanded. Held, that it was clear, from a consideration of the foreclosure decree, the deeds to and from Hirst, the master's report and the act incorporating the W. P. R. Co., that the plaintiff had merely an option to participate in the new venture, by coming in within a reasonable time and sharing in the expenses and risk. Hirst's duty, notwithstanding general expressions in the deeds and the act of assembly, was to distribute stock to such bondholders as participated in the original purchase or subsequently exercised their option to come in, and the last chance to exercise such option was when the deed was made_to the W. P. R. Co. clear of all trusts. Landis v. West Pennsylvania R. Co., 133 Pa. St. 579. Party Advancing Money to Take up Coupons-Validity of Arrangement With Mortgagor. A private arrangement by a third party with the mortgagor, whereby such party advances money to pay the interest coupons of mortgage bonds which are subsequently presented and paid, to the effect that such transaction shall be treated as a purchase of the coupons by the party advancing the money, is not enforceable against bondholders. Fidelity Ins. T. & S. D. Co. v. Western Pennsylvania & S. C. R. Co., 138 Pa. St. 494. Overdue Coupons-Right to Preference in Payment.-Overdue coupons detached from bonds before sale which remain the property of the company which issued the bonds are not entitled to preference in payment in the hands of an assignee over the coupons sold by the company with the bonds, and subsequently falling due. Wood v. Guarantee Trust & S. D. Co., 128 U. S. 416, Right of Bondholder to be Made Party to Proceedings by Company to Dis solve Injunction.-Gen. St. Conn. § 887, provides that where a person not a party has an interest or title which a judgment will affect, the court, on application, shall make him a party. Section 1288 provides that any person interested in or affected by an injunction may appear and be heard with regard to granting or dissolving the same. Held, that a bondholder of a street railroad company, which has instituted proceedings to dissolve an injunction forbidding it to lay its tracks in a street, is not entitled to be made a party to such proceedings, it not appearing that he could introduce any new facts or principles, or that the company was not making a bona fide and adequate defense of its rights. In re Ferris, 56 Conn. 396. Municipal Aid Bonds-Amendment of Charter so as to Provide for Pay. ment from Proceeds Arising from Sale.--Under Gen. St. Ky. chap. 68, § 8, which reserves to the legislature power to amend or repeal any corporate charter granted by it, "provided that no amendment or repeal shall impair other rights previously vested," the legislature has no power to amend the charter of a railroad corporation so as to direct that the proceeds arising from the lease or sale of the road shall, after paying the corporate debts, be applied in payment of municipal bonds given in exchange for corporate stock issued to the municipality, since such application of the corporate funds would be unconstitutional, as interfering with the vested rights of the other stockholders. Such application of the corporate funds is not validated by the fact that the corporation has indorsed the bonds, since such indorsement does not make the corporation the principal debtor. Hill v. Glasgow R. Co., 41 Fed.Rep. 610. CAMPBELL v. PITTSBURGH & WESTERN R. Co. (137 Pa. St. 575.) * * Foreclosure of Mortgage-Liability of Purchasing Company-Construction of Decree.-A decree directing a judicial sale of the franchises, etc., of a railroad company provided: Any purchaser shall take * * *subject to all unpaid purchase money for any of the lands or rights of way herein referred to, as well as, also, all unpaid claims of landowners for damages for property taken, injured, or destroyed, in the construction of the railroad:" Held, that a judgment against the company, whose franchises were thus sold, before the sale, for wrongfully entering on plaintiff's land, and constructing its road, cannot be recovered in assumpsit against the purchasing company, especially, when after the judgment. and before the sale, the plaintiff had granted a right of way to the old company. APPEAL from Clarion County Court of Common Pleas. The case is sufficiently stated in the opinion of the court below. "There is no controversy that the plaintiff in 1881 was owner of the land at the time the Pittsburgh, Bradford & Buffalo Railroad Company, the defendant's predecessor, was incorporated, on which such company entered, located, constructed, and operated a railroad. It does not appear the locating company, or the defendant succeeding to its rights, made any effort to gain the plaintiff's consent for entry on her land, or that any bond for the damage was tendered, filed, or approved by the court, as provided by law. It appears also that some time prior to January 1, 1884, the road, stock, and franchises of the Pittsburgh, Bradford & Buffalo Railroad Company were transferred to and vested in the Pittsburgh & Western Railroad Company; that thereafter this last mentioned company took possession of and operated the railroad, so constructed on plaintiff's land, up to June 8, 1887. August 5, 1886, the plaintiff brought an action of trespass against the Pitts 46 A. & E. R. Cas.-23 * * burg & Western Railroad Company, (No. 376, of August term 1886,) to recover damages sustained by such construction and operation of a railroad on her lands. Judgment was recovered in this action before arbitrators, and no appeal ever taken. * April 23, 1887, a decree of sale was made by the cir cuit court of the United States for the western district of Pennsylvania, in a proceeding in equity, wherein the Mercantile Trust Company was plaintiff, and the Pittsburgh & Western Railroad Company defendant. A commissioner was appointed by such court to make the sale, subject to certain specific conditions, among which were the following: Any purchaser claiming under any sales made under this decree shall take and hold the railroad or railroads, or any part thereof, sold under and in pursuance hereof, subject to all unpaid purchase money for any of the lands or rights of way herein referred to, as well as also all unpaid claims of landowners for damages for property taken, injured, or destroyed in the construction of the railroad or railroads, or any part thereof, or of any of the works appurtenant thereto or connected therewith, whether or not the said defendant company, or any of the constituent companies aforesaid, have secured to such claimants the payment of such damages by giving or filing its bond or bonds, with surety, as provided by law; the purchaser or purchasers hereunder, or parties claiming by, through, or under them, assuming by such purchase the payment of such claims aforesaid." John W. Reed and Harry R. Wilson, attorneys for plaintiff. W. H. Ross and W. L. & Don C. Corbett, attorneys for defendant. Procedure statement. MITCHELL, J.-The plaintiff's statement is defective in not exhibiting the full record of the suit in the circuit court of the United States, on which the right to recover against the present defendant depends. The proPlaintiff's cedure act of 1887, in express terms, requires the statement to be accompanied by copies of all notes, contracts, etc., and the excepted cases where" particular reíerence" to records is sufficient are confined to records in the county where suit is brought. The importance of such copies is well exemplified in the present case. The decree of the circuit court requires the purchaser at the sale to take subject to "all unpaid purchase money for any of the lands or rights of way herein referred to." What are so referred to, we can only conjecture. For all that appears in the statement, they may be specially described lands and rights of way, of which plaintiff's is not one. But, irrespective of the incompleteness of the statement, it * * * * discloses no cause of action. The claim is made against one corporation, on a judgment against another. What No cause of is the basis of liability? Not a lien on land, for as action-Purto the particular land in question it was and is the chasing complaintiff's own, and the Pittsburgh & Western Rail- pany not road Company had no title on which a lien could liable. fasten; and as to any other land of the Pittsburgh & Western Railroad Company, which the judgment might have grasped, the lien was discharged by the sale. It is plain, therefore, that the present defendant is only liable, if at all, by the decree of the circuit court, and the terms of the sale under which its title accrued. It is not necessary to discuss the authority of the circuit court to impose the terms it did as to the sale. The purchaser, and those in privity with him, are in no position to question the terms which they agreed to when they bought. But the decree was out of the usual course of judicial sale, and in derogation of the general principle that purchasers at such sales take the land discharged, or subject only to such known and ascertainable liens as are expressly preserved. We must therefore examine the decree to see that its effect is not pushed beyond its intended limits. The language is: "Any purchaser * shall take subject to all unpaid purchase money for any of the lands or rights of way herein referred to, as well as also all unpaid claims of landowners for damages for property taken; injured, or destroyed in the construction of the railroad," etc. All that is included in the language is what is commonly known as "land damages," to-wit, compensation to the owners of the land over or along which the railroad is constructed for the injury to their land by such construction, and the right of action is given in the words of the constitution to all owners of land, for "property taken, injured, or destroyed by the construction." Such damages form a well known class, having certain features peculiar to themselves, such as express protection by name in the constitution, exemption from ordinary statutes of limitation, etc. This is the class of claims which the decree imposes upon the purchaser. It is not said that he shall take subject to the debts or judgments of the old company generally, as for goods furnished or services rendered, or for negligence or trespasses, but only for the particular class of obligations clearly indicated. The claim of the plaintiff is for a debt of the old company on a general judgment for damages by trespass. It is on the same legal footing as to the purchaser, the present defendant, as a judg ment for damages for burning plaintiff's barn, or running over his cattle. It is not in any legal sense for land taken, or right of way acquired. The purchaser's claim for compensation in that regard was the same after this judgment as before. It is this feature which distinguishes the present case from Western Pa. R. Co. v. Johnston, 59 Pa. St. 290, and Buffalo, N. Y. & P. R. Co. v. Harvey, 107 Pa. St. 319, 26 Am. & Eng. R. Cas. 642. Those were cases of damages for land taken in the construction of the railroad, and in the former the charter of the defendant expressly made such damages a perpetual lien until paid. We are therefore of opinion that the claim of plaintiff belongs to the class of general debts of the Pittsburgh & Western Railroad Company which were not covered by the terms of the decree of the circuit court, and for which the defendant is not liable. Even if this conclusion were doubtful upon the terms of the decree, (which we do not regard it,) it would be made clear by the fact set forth in the affidavit of defense that the plaintiff granted the right of way to the Pittsburgh & Western Railroad Company after the judgment for the trespass, and before the sale. It is true the agreement did not, so far as appears here, release the damages for the previous trespass of the defendant in the judg ment. That claim still remained good against the trespasser. But it severed the past trespass from the future lawful occupation, and gave the old company an unquestionable title to a right of way, to which the purchaser succeeded. At the time of the sale, therefore, the plaintiff had no claim for any "unpaid purchase money, or right of way," and no right of action to which the purchaser became subject. Judgment reversed. Liability of Purchaser at Foreclosure Sale to Compensate Landowner.— See Rio Grande & E. P. R. Co. v. Ortiz (Tex.), 44 Am. & Eng. R. Cas. 67, note 72: FRANK, et al. V. NEW YORK, LAKE ERIE & WESTERN R. Co. (122 New York, 197.) Possession of Leasehold Premises by Company Purchasing at Foreclosure Sale-Presumption of Law-Payment of Rent.--Where a person, other than the lessee, is shown to be in possession of leasehold premises, the law presumes that the lease has been assigned to him by a sufficient instrument; but there is no presumption that the person in possession has entered into any express covenant to pay rent, so as to make himself liable through privity of contract or otherwise than through privity of estate. But the party in possession is legally and equitably chargeable with the payment of the rent reserved for such time as he continues to occupy the property. These principles applied when a railroad was sold under foreclosure, and |