Page:Henry Osborn Taylor, A Treatise on the Law of Private Corporations (5th ed, 1905).djvu/424

 § 416.] THE LAW OF PRIVATE CORPORATIONS. [CHAP. VII. On the other hand, a railroad company whose road has been sold out under foreclosure, is not liable for injuries received on the road after it had passed from the control of the company. 1 § 416. Since the purchaser can acquire no further or more unrestricted franchises than were possessed by the passeTsub- original corporation, in availing himself of its fran- strictions" chises he will be bound by all the restrictions to which they were subject in its hands. Thus, when in pursuance of a statute the railroad of one company is pur- chased by another, unless there is some express provision of law to the contrary, the road passes to the purchaser subject to the restrictions, as to the rates chargeable for transportation, which attached to it in the hands of the vendor. 2 And the corpora- tion competently purchasing the property, privileges, rights, and franchises of another railroad company thereby assumes the continuing obligations and responsibilities imposed by the constitution of the other. 3 Reversely, when a railroad company takes a lease of another road, it will be subject in regard to the taking of tolls thereon only to the restrictions contained in the charter of its lessor, and not to those contained in its own. 4 etc., R. R. Co., 52 Wis. 414. See Tawas, etc., R. R. Co. v. Circuit Judge, 44 Mich. 479; Morgan County v. Thomas, 76 111. 120. But see Rome, etc., R. R. Co. v. Ontario, etc., R. R. Co., 16 Hun (N. Y.), 445; and compare Chicago and A. R. R. Co. v. Chicago, etc., Coal Co., 79 111. 121. 1 Western R. R. Co. v. Davis, 66 Ala. 578. 2 Campbell v. Marietta, etc., R. R. Co., 23 Ohio St. 168. 8 Daniels v. St. Louis, etc., R. R. Co., 62 Mo. 43. See Montgomery, etc., R. R. Co. ». Boring, 51 Ga. 582; Sherwood v. A. & D. R. Co., 94 Va. 291. And in case of a lease of a rail- road, the performance of the obliga- tion to maintain and operate the road may be specifically decreed at the suit of the lessor. Southern R. Co. v. Franklin, etc., R. Co., 96 Va. 404 693. When a state bank pays a con- tinuing bonus to the state for its privileges and franchises the state cannot exact the bonus after the bank has reorganized under the national banking act. State v. National Bank, 33 Md. 75. But the reorganized bank is liable for the liabilities of the state bank. Metropolitan Nat. Bk. v. Claggett, 141 U. S. 520; Coffey v. Nat. Bk., 46 Mo. 140. When a state hank is transformed into a national bank, it is but a continuance of the same body under a changed jurisdic- tion, and the national bank can en- force contracts made with the state bank. City Nat. Bk. v. Phelps, 97 N. Y. 44; Michigan Insurance Bk. v. Eldred, 143 U. S. 293. See §415, note. 4 Pennsylvania R. R. Co. v. Sly, 65 Pa. St. 205. See § 170.