42 Mo. 63 | Mo. | 1867
delivered the opinion of the court.
The petition is in the nature of a bill in equity, for an account of the assets of the Chariton and Randolph Railroad Company, in the hands of the defendant. It is alleged that this company, by an agreement with the defendant, and by virtue of the act of
A demurrer to the petition was overruled.
An answer was then filed denying the averments of the petition, as therein stated, and alleging that the defendant, under the act aforesaid, did, on the 14th day of May, 1864, purchase, for a valuable consideration and in good faith, from the said Chariton and Randolph Railroad Company, all their rights, privileges, franchises, and property, but assumed no liability to pay the debts of the company; and it denied the right of the plaintiff to maintain this action.
There was some evidence tending to show that the value of the property sold and conveyed was between fifty and a hundred thousand dollars. The deed of sale and transfer was expressed tobe “in consideration of the premises and the .agreements herein contained, and of the sum of one dollar.” Among the covenants there was one for the payment of $25,000, for the liquidation of the debts of the company to that amount, and no more, and it was proved that this sum had been paid. Another covenant was to the effect that the defendant would issue certificates of stock in the “West Branch of the North Missouri Railroad Company,” to the stockholders in the other corporation, to the amount of the actually paid up stock held by each one, upon a surrender of the old certificates for cancellation. It was further covenanted that the defendant would accept the transfer in pursuance of the act, and agree to undertake the construction of the West Branch Railroad, and proceed at once to the construction and completion thereof, as rapidly as the moneys to be raised by means of the bonds authorized, or from other sources, would enable them to do.
This corporation was authorized by the act to transfer and assign, by a vote of a majority in interest of the stockholders, all their effects and assets, rights and privileges, and all the work done in the construction of their road, to the North Missouri Railroad Company; and upon such transfer and acceptance the company was “to cease to have a corporate existence,” and the road was thenceforth to be styled the “ West Branch of the North Missouri Railroad; ” their “ franchises ” were to become “ completely vested in the North Missouri Railroad Company,” but “the accounts and business of the West Branch” road were to be kept separate and distinct from those of the main line, so that one road should not become or be held liable for the debts of the other. (Adj. Sess. Acts, 1863, pp. 50, 57, § 12.)
The deed certainly transferred and conveyed everything that could be transferred or assigned under this act. This was not a mere amalgamation or consolidation of the two corporations into one. By the very terms of the statute and the deed, the first corporation was extinguished—the second only continued to exist. Where several railroad companies were, by virtue of the act of union, “ merged in and constituted one body corporate,” under the name of one of them, and all were continued in existence, it was treated as a consolidation. (Phila., Wil. & Balt. R.R. Co. v. Howard, 13 How. 333.) An amalgamation implies such a consolidation as to reduce the companies to a common interest. (2 Redf. Rail. 659.) Such was not the case here. One was absolutely extinguished, as was held in a similar case in Eaton
As to what the effect was upon the corporate franchises, we need not inquire very minutely. It' may safely be said that such of them as were personal in their nature, and incapable of being transferred to another, were revoked or surrendered, and were extinguished. There is no question here of the power of the Legislature to pass this act, nor of the power of this corporation to do this thing with the consent of all the stockholders, and, for all the purposes of this case, such consent may be presumed. As to the other corporation, whether any franchises were transferred or not, the act conferred upon that company all the additional franchises and powers that were necessary to enable them to accept this transfer and build the West Branch of the North Missouri Railroad. The provision in relation to the keeping of the accounts and business of the branch and the main line separate and distinct, appears to refer to the future operations of the North Missouri Railroad Company, and to the rights and interests of the stockholders therein. This corporation is to be considered as having power to construct a main line and a branch, with two classes of stockholders, in respect of their interest in the corporation. The act of February 16, 1865, to provide for the completion of the North Missouri Railroad and its West Branch, proceeds upon this idea in reference to the application of the funds to be raised by the first mortgage bonds, and may be taken in some measure as a legislative construction of the nature and constitution of this corporation. (Laws of 1865, p. 90.) Whatever it maybe, we need go no further now than to say that there is no consolidation of these two corporations into one under the name of the other.
The Chariton and Randolph Railroad Company was not compelled to make this transfer. It was a matter of contract, and it is clear that the conveyance was tnade upon a valuable consideration, and to a bona fide purchaser. It was authorized by law, and it was effectual to convey the property. (Bruffet v. Great West. Railw. Co., 25 Ills. 356.) By the old common law, it seems, a dissolution of the corporation extinguished the debts; but courts of equity in such case will consider the property and effects
Judgment reversed and the petition dismissed.
