12 F. Cas. 494 | U.S. Circuit Court for the District of Minnesota | 1872
I have examined the legislative and constitutional history of the Minnesota & Pacific Railroad Company from its incorporation in 1857 down to the act of March 10th, 1862, under which the defendant, the St. Paul & Pacific Railroad, was organized and is acting. The demurrer to the answer presents but one question, viz: Is the defendant the same corporation as the Minnesota & Pacific Railroad Company? And this depends upon the act of March 8th. 1801 [Laws Minn. 1861, p. 236], and of March 10th, 1862 [Laws Minn. 1862, p. 247], .and mainly upon the construction of the latter act.
(Here reference was made to the deed of trust to the state, of November 27th, 1858, and its foreclosure by the state; to the constitutional amendment of April 15th, 1858; to the supplemental deed of trust of November 27th, 1858; to the act of March 8th, 1861, and of March 10th, 1862.)
Looking at sections 1, 2, 9, and 12 of the act of March 10th, 1862, in the light of previous legislation, I am of opinion that it was not the legislative intention to continue the old corporation, but to create a new corporation and to give it the property and franchises of the old corporation, so far as these were held by the state.
Substantially this view was taken in this court by Mr. Justice Miller, at the June term, 1865, in the case of McDonnell v. Railroad Co. [Case No. 8,774], and it is the view which has received the sanction of the supreme court of the state in the several decisions referred to by counsel. This is an action at law, and it is decisive of it to hold that the defendant is not the same corporate body as the one that made the coupons in suit. This is all that I now decide. What equities, if any, the creditors of the former corporation may have against the existing corporation in respect of property received by it from the state, cannot be considered in this form of action. Judgment accordingly.
