Page:Henry Osborn Taylor, A Treatise on the Law of Private Corporations (5th ed, 1905).djvu/685

 CHAP. XI.] CORPORATION AND CREDITORS. [§ ™6. may obtain satisfaction from its property after the same has passed to the consolidated corporation. 1 And where a suit is pending against a corporation at the time of its consolidation, the plaintiff may still treat it as having a separate existence for the purpose of maintaining his action against it. 2 § 666. The consolidated company is in most cases held to assume a personal liability for the obligations of the prior corporations whose property it has acquired, coraoli- ° and of which it may be regarded as the result. 3 juration! 1 " Accordingly, an action at law may be brought against the consolidated company on the obligation of one of the prior companies. 4 "When, however, at the time of the consolidation, a suit against one of the former companies is Still it has been held that after a railroad company has consolidated with another as authorized by their charters, and confirmed by legisla- tion conferring all rights, powers, and privileges belonging to either on the new corporation, liabilities of either of the old companies can be enforced only against the new corporation. Indianola R. R. Co. v. Fryer, 56 Tex. 609. Compare Hous- ton, etc., R. R. Co. v. Shirley, 54 Tex. 125; People v. Empire Mut. Life Ins. Co., 92 N. Y. 105; § 659. 1 Powell v. North Missouri R. R. Co., 42 Mo. 63. See Hamilton v. Railroad Co., 144 Pa. St. 34. Thus, of course, a mortgage lien may be enforced against property covered by it, after the consolidation. Eaton, etc., R. R. Co. v. Hunt, 20 Ind. 457. See Racine, etc., R. R. Co. v. Farmers 1 Loan and Trust Co., 49 111. 331. Likewise, a maritime lien on a ves- sel remains after the consolidation of the corporation owning the vessel. The Key City, 14 Wall. 653. 2 Shackleford v. Mississippi Cen- tral R. R. Co., 52 Miss. 159; Balti- more and Susquehanna R. R. Co. v. Musselman, 2 Grant's Cas. (Pa.) 348; East Tennessee, etc., R. R. Co. v. Evans, 6 Heisk. (Tenn.) 607. See Bruffet v. Gt. Western R. R. Co., 25 111. 353, 357. It would seem, nevertheless, that if — as is usually the case — the con- solidation effects a dissolution of the former corporations (see §421), some change or substitution of parties would be necessary: for on dissolution suits against a corpora- tion eo nomine abate. See § 435, and see Indianola R. R. Co. v. Fryer, supra. 3 Indianapolis, etc., R. R. Co. v. Jones, 29 Ind. 465; Columbus, etc., R'yCo. u.Powell, 40 Ind. 37; Thomp- son v. Abbott, 61 Mo. 176; Miller v. Lancaster, 5 Coldw. (Tenn.) 451, 520. See Houston, etc., R. R. Co. v. Shirley, 54 Tex. 125; Warren v. Mobile, etc., R. R. Co., 49 Ala. 582; § 425. But see Shaw v. Norfolk County R. R. Co., 16 Gay, 407; com- pare Chase v. Vanderbilt, 5 J. & S. (N. Y.)334. This is frequently provided for by the statute authorizing the con- solidation. See Western Union R. R. Co. v. Smith, 75 111. 496. 4 Columbus, etc., R'y Co. v. Skid- more, 69 111. 566; Langborne v. Ry. Co., 91 Va. 369. 665