Page:Harvard Law Review Volume 12.djvu/509

489 RAILWAY CONSOLIDATION. 489 companies, and the question as to whether either or both of the original companies, by reason of the consolidation become extinct or cease to exist, must depend very largely, if not entirely, upon the terms of the contract of consoHdation mutually agreed upon in each particular case." ^ In Cashman v. Brownlee,^ the court quoted approvingly from Rorer on Railroads ^ the statement that "the Legislature may allow a consolidation of two railroad corporations whereby the one so merged loses its corporate existence. . . . The company so merged, that is all its members, pass into and become members of the com- pany into which it is merged." It is at this point in the consideration of the Indiana decisions that we reach the very suggestive case of Easton & Hamilton Ry. Co. V. Hunt* In that case, an Indiana railway corporation had sold and conveyed its property to a corporation of Ohio, taking in payment stock in the Ohio Company, which was distributed to the stockholders of the Indiana Company. It does not appear that counsel attacked this proceeding, and no doubt as to its validity is suggested in the opinion of the court. Branch v. Jesup^ resembles the Hunt case. The South Georgia and Florida Railroad had been authorized to construct a line from Oglethorpe to Albany; from Albany to Thomasville, and from Thomasville to the Florida line. Its powers authorized it to pur- chase and sell all kinds of property, and to incorporate its stock with that of any other company. Acting under these powers, it entered into a contract with the Albany & Gulf Railroad Company to construct a road from Thomas- ville to Albany, and to sell it to the Gulf Railroad Company, to- gether with the franchise of using it, receiving pay therefor in the stock of the Gulf Road. The transaction was carried out and sustained. The court after referring to the authority of the Georgia Com- pany to purchase and sell property of all kinds and to consolidate its stock with the stock of other companies, goes on to say : — " It seems to us clear that these powers were sufificient to enable the company to sell its road and franchises to any company competent to purchase them. As a general rule, it is true, a railroad company with only the ordinary power to construct and operate its road cannot dispose 1 See also Crawfordsville, etc. Co. v. Fletcher, 104 Ind. 97-106. 2 128 Ind. 266-269, 270. • i, 38.
 * 20 Ind. 457. « 106 U. S. 468.