There is no substantial difference between the federal question
in this case raised in the Supreme Court of Minnesota and that
raised in it here.
The act of Minnesota of March 2, 1881, c. 113, authorizing the
consolidation of several railroad companies created a new
corporation, upon which it conferred the franchises, exemptions,
and immunities of the constituent companies, but that did not
include an exemption of stockholders in the old companies from the
payment of corporate debts, or their liability to pay them.
In a state having a constitutional provision imposing liability
on stockholders, if the legislature intended those of a new
corporation created by it should be exempt, it would express the
intention directly, and not commit it to disputable inference from
provisions which apply by name to the corporation.
On the merits, this case presents the question of the liability
of the individual plaintiffs in error upon a judgment which was
recovered by one Revilo F. Parshall against the Minneapolis &
St. Louis Railway Company, and assigned to the defendant in
error.
A motion, however, is made to dismiss on the ground that this
Court has no jurisdiction.
The Minnesota Western Railway was incorporated by the Territory
of Minnesota by an act of its legislature approved March 3, 1853.
The usual powers of corporation were conferred, and the company was
authorized to construct a railroad from and to certain points in
the territory.
Power was reserved to alter or amend the act. There was no
provision fixing the liability of stockholders. The act was several
times amended, changing the route of the road in some
particulars.
In 1858, the State of Minnesota was admitted into the Union, and
its Constitution contained the following provision: "Each
Page 177 U. S. 333
stockholder in any corporation shall be liable to the amount of
the stock held or owned by him." Art. 10, sec. 3.
It was amended in 1872 so as to except the stockholders of
corporations organized for carrying on any kind of manufacturing or
mechanical business.
On February 4, 1870, the provision of the act of 1853, reserving
the right to alter or amend the act, was repealed.
After the passage of the act of 1870, the company changed its
name to the Minneapolis & St. Louis Railway Company.
No steps were taken towards construction or acquiring any line
of railroad until 1869. The actual construction was commenced
during the fall of 1870, since which time the said company or the
consolidated company, hereafter mentioned, has operated and
maintained a line of railway in the state.
By an act approved March 2, 1881, in addition to other powers
conferred, the Minneapolis and St. Louis Railway Company, and any
other railway companies in the construction of whose lines it has
aided, or whose lines were at the time held under lease by it, were
authorized to consolidate. The act provided for the manner of
consolidation, the name of the new corporation -- which might be
"the name of either corporation party thereto or any other name" --
the transfer of the properties of the old corporations, the
retirement of their stock and the issue of new, and defined the
purposes and powers of the new corporation. It is inserted in the
margin.
*
Page 177 U. S. 334
The consolidation was made as provided in the act by agreement
between the Minneapolis Railway Company, the Minneapolis
Page 177 U. S. 335
and Duluth Railroad Company, the Minnesota and Iowa Railroad
Company, and the Fort Wayne and Fort Ridgely
Page 177 U. S. 336
Railroad Company, and articles of incorporation were duly filed
in pursuance of the act.
Page 177 U. S. 337
The consolidated company thereafter entered upon, and until the
second of November, 1894, enjoyed, the franchises, rights,
property, and earnings of the constituent corporations.
The Minneapolis and Duluth Railroad Company was a Minnesota
corporation, and the Fort Dodge and Fort Ridgely Railroad Company
and the Minnesota and Iowa Southern Railroad Company were Iowa
corporations, and the laws of the State of Iowa authorized the
incorporators of railroad companies to exempt themselves from
personal liability for the corporate debts by embodying in the
articles of incorporation an article or provision declaring the
exemption. This was done.
On and prior to June 28, 1888, the Minneapolis and St. Louis
Railway Company executed three mortgages, one of which was to the
Central Trust Company of New York, dated June 1, 1881, to secure
outstanding bonds of the aggregate par value of $1,382,000,
together with interest thereon at the rate of six percent per
annum.
This mortgage was duly foreclosed, and the railroad properties,
rights, and franchises covered by it duly sold, and the title
confirmed by final decree to the assignee of the purchaser.
The defendant in error was a judgment creditor of the
consolidated company, being assignee of a judgment recovered by
Page 177 U. S. 338
R. F. Parshall, in the Circuit Court of the United States for
the District of Minnesota for personal injuries received by him
from the railway company.
The individual plaintiffs in error were shareholders of that
company, and each acquired his stock between November, 1884, and
the date of the commencement of this suit, but was not a
shareholder of either of the companies which formed the
consolidated company.
The answer of the individual defendants denied liability under
the Constitution and laws of the State of Minnesota, alleged the
incorporation of the Minneapolis and St. Louis Railway Company
prior to the adoption of the Constitution and statutes, and that it
was incorporated in the year 1853, under and pursuant to the
provisions of chapter 66 of the Special Laws enacted by the
Legislature of the Territory of Minnesota under and by the name of
the Minnesota Western Railroad Company, which name was subsequently
changed to the Minneapolis and St. Louis Railway Company,
substantially as set forth in the first division of the complaint;
that the liability of the stockholders of said Minnesota and St.
Louis Railway Company was fixed by said act of incorporation, and
not otherwise, and that the constitutional provision and laws
referred to in the complaint are not applicable to or binding upon
these defendants in that behalf.
The trial court rendered judgment for the defendant in error,
which was affirmed by the supreme court of the state, 73 Minn. 517,
and this writ of error was sued out.
On the appeal to the supreme court of the state, it was assigned
as error, among others, that the trial court erred in holding that
the state constitution, if applied to the defendant railway
company, did not violate section 10, article 1, of the Constitution
of the United States in that the provisions of section 3, article
10, impaired the obligation of the charter contract contained in
chapter 66, Laws of 1853, Territory of Minnesota. Also in holding
that the constitutional provision of the state, if applied to
defendant in error, is not in violation of the Fourteenth Amendment
of the Constitution of the United States in that the state, by and
through the provisions of section 3, article 10, assumed
Page 177 U. S. 339
to impair and destroy rights theretofore vested in the
defendants (plaintiffs in error).
Also in holding that the defendant railway company was not
created until the passage of the act of 1881, that the legislature
intended by the act to create or did in fact create a new
corporation, or intended to or did abridge or modify the rights,
privileges, or immunities theretofore possessed by the Minneapolis
and St. Louis Railway Company, or, if a new corporate entity was
created, that it did not possess such rights, privileges, and
immunities, including the exemption from double liability upon its
stock created by the act of 1853, and also possessed by the other
constituent corporations of the consolidation.
The assignments of error in this Court claim that the supreme
court of the state held, and erred in holding, the constitutional
provision imposing liability on stockholders valid against
plaintiffs in error, and not to be in violation of the contract
created by the act of 1853, the benefits of which act were vested,
continued, and perpetuated in the plaintiffs in error by the act of
1881, and not to be in violation of that provision of the
Constitution of the United States, which prohibits any state from
impairing the obligations of a contract, and not in violation of
the Fourteenth Amendment of the Constitution of the United States,
in that it assumes to impair and destroy rights vested by the the
act of 1853 and the act of 1881.
It is also claimed that the court held, and erred in holding,
that the Constitution of the state, if enforced against plaintiffs
in error, was not in violation of Section 10, Article I, of the
Constitution of the United States, and did not impair the
obligations of the contract between the state and plaintiffs in
error, embodied in the act of 1881.
Also that the consolidation of the several railroad corporations
pursuant to the act of 1881 created a new corporation.
Page 177 U. S. 340
MR. JUSTICE McKENNA, after making the foregoing statement,
delivered the opinion of the Court.
To sustain the motion to dismiss for want of jurisdiction the
defendant in error contends that the federal question raised here
was not that raised in the court below, and therefore cannot be
entertained, and that, besides, there was a question, not federal,
decided by the court sufficient to support its judgment.
(1) No right under the Constitution of the United States was
claimed in the answer. But the protection of Section 10, Article I,
and the Fourteenth Amendment of that instrument, was invoked in the
assignment of errors on appeal to the supreme court and urged upon
its consideration. It is true they claimed the law of 1853 as the
contract, and not explicitly that of 1881. But they also claimed
that the act of 1881 did not create a new corporation, and whether
it did or not, that the act continued the immunity from liability
for the corporate debts to the stock and stockholders of the
consolidated corporation. We think this makes substantial identity
between the federal question in the supreme court of the state and
in this Court.
(2) But it is said the state court did not decide the federal
question, but decided that the act of 1881 created a new
corporation, which became subject to the constitutional provision
imposing liability upon stockholders for corporate debts, and that
the court rested its judgment on that construction. The court
said:
"Whatever may be the liability of the several [constituent]
corporations we need not inquire, because the liability here sought
to be enforced is one against individuals who have been and are
stockholders in the new corporation."
And again:
"Other questions have been raised and discussed by the
respective counsel, but a decision upon them by this court in this
action is entirely unnecessary, and we express no opinion
thereon."
This was in effect to deny the existence of the contract claimed
by plaintiffs in error. But it is the duty of this Court to decide
for itself the fact of contract and its impairment, and the motion
to dismiss must therefore be denied.
Page 177 U. S. 341
The territorial act of 1853 by which the Minnesota Western
Railroad was incorporated is claimed primarily to be the contract
which is impaired. It gave immunity to the stockholders of that
company from liability for the corporate debts, or rather did not
impose such liability. It is claimed that the constitution of the
state of 1858 violated this contract. It imposes liability upon
each shareholder of any corporation to the amount of stock held or
owned by him. It is self-executing.
Willis v. Mabon, 48
Minn. 140.
The act of 1881 is also claimed as a contract which became
binding on the state by the acceptance of its provisions by the
several railroad companies, and is impaired by the application of
the constitution of the state.
If the Minnesota Western Railroad or its stockholders, or any of
the other railroad companies or their stockholders, were parties to
this suit, the questions presented would be simpler. But neither of
the companies is party to the suit, nor are the stockholders
parties. Their rights are asserted to be transferred to the
plaintiffs in error by virtue of the act of 1881.
The argument is that, prior to the adoption of the state
constitution, the stockholders of the original corporation created
by the act of 1853 were exempt from personal liability for
corporate indebtedness; that, prior to consolidation, under the act
of 1881, the stockholders of the constituent companies were also
exempt. It is hence contended that it is immaterial whether the
Minneapolis Railroad Company is the original of that name chartered
by the act of 1853 or a new corporation created by the
consolidation. If it is identical, it is argued, with the original
company, its stockholders are exempt because its charter contract
is older than the constitution of the state. If it is a new
company, its stockholders are nevertheless exempt because it is the
settled law in Minnesota that its legislature may transmit existing
franchises, immunities, and exemptions vested in one corporation to
a new corporation, although it could not grant new franchises of
the same class to such corporation. And that the legislature has
exercised this power and specifically vested in the consolidated
company, first, all the franchises, privileges, and immunities of
each of the constituent companies,
Page 177 U. S. 342
and, second, the particular privileges, exemptions, and
immunities granted to the Minnesota Western Railroad Company.
We think that there is no doubt whatever that the act of 1881
created a new corporation. It is so designated not only expressly,
but by distinction from the old corporations. The original
Minneapolis and St. Louis Railway Company was given power (section
9) to acquire by lease or purchase other railroad lines or
consolidate with certain other railroads. Section 10. It chose the
latter, and the conditions of the consolidation are prescribed. The
consolidation is to be accomplished by an agreement of the
directors of the companies proposing to consolidate, and the
agreement is to provide the terms and mode of carrying the same
into effect, the name of "the
new corporation, which may
be the name of either corporation party thereto, or any other
name," the number, names, and residences of the directors and other
officers, the amount of capital stock and the number of shares into
which it is to be divided, and the classes and par value, the
manner of converting the stock of the consolidating companies into
that of the
new corporation, and the manner of
compensating the stockholders of the
old corporations who
declined to convert their stock into the stock of the
new
corporation, and many other details.
Section 11 is as follows:
"Upon the approval of such agreement and act of consolidation,
as hereinbefore provided, and upon the filing of the same, or a
copy thereof, in the office of the secretary of state, the said
corporations, parties thereto, shall be deemed and taken to be one
corporation, by the name provided in the said agreement and act,
and the stock of the new corporation issued under the terms of such
agreement and act of consolidation in exchange for the stock of the
former companies shall be deemed and taken as lawful stock, and
subject only to such further payments, calls, or assessments, if
any, as may be mentioned in the said consolidation agreement, and
such new corporation shall possess all the powers, rights, and
franchises conferred upon each of its constituent corporations, and
shall be subject to all the restrictions and duties imposed by the
laws of the state."
There can be no doubt therefore that a new corporation
Page 177 U. S. 343
was created with new stockholders, and the case is brought in
close similarity to
Shields v. Ohio, 95 U. S.
319. In that case, as in this, there was a consolidation
of railroad companies, and it was held a new corporation was
formed. In that case, as in this, one of the companies claimed a
special right under its charter (the right to charge such tolls as
it might deem "reasonable") and its transmission to the new
corporation by the provision of the act authorizing consolidation,
which declared:
"And such new corporation shall possess all the powers, rights,
and franchises conferred upon such two or more corporations by the
several acts incorporating the same, or relating thereto
respectively, and shall be subject to all the duties imposed by
such acts, so far as the same may be consistent with the provisions
of this act."
The claim was rejected. Mr. Justice Swayne, speaking for the
Court, said:
"The legislature had provided for the consolidation. In each
case, before it took place, the original companies existed and were
independent of each other. It could not occur without their
consent. The consolidated company had then no existence. It could
have none while the original corporation subsisted. All -- the old
and the new -- could not coexist. It was a condition precedent to
the existence of the new corporation that the old ones should first
surrender their vitality and submit to dissolution. That being
done,
eo instanti, the new corporation came into
existence. But the franchise alone to be a corporation would have
been unavailing for the purposes in view."
"There is a material difference between such an artificial
creation and a natural person. The latter can do anything not
forbidden by law. The former can do only what is authorized by its
charter.
Railroad Company v. Harris,
12 Wall. 65. It was therefore indispensable that other powers and
franchises should be given. This was carefully provided for. The
new organization took the powers and faculties designated in
advance in the acts authorizing the consolidation -- no more and no
less. It did not acquire anything by mere transmission. It took
everything by creation and grant. The language was
Page 177 U. S. 344
brief, and it was made operative by reference. But this did not
affect the legal result. A deed
inter partes may be made
as effectual by referring to a description elsewhere as by reciting
it in full in the present instrument. The consequence is the same
in both cases."
In the case at bar, however, the grant to the new corporation is
claimed to be not only of the franchises of the constituent
companies, but of their "exemptions" -- not only of the franchises
of the original Minnesota and St. Louis Railway Company, but of its
"exemptions and immunities." But what franchises, exemptions, and
immunities? The designation is definite -- those of "each of said
corporations," those "hitherto granted to the Minneapolis and St.
Louis Railway company" -- not those of or those granted to the
stockholders of either company. And the distinction must be
observed -- the distinction between a corporation and its
stockholders. It is made in many cases. This Court has recognized
it for the purposes of taxation. To judge of the intention of the
legislature, whether it in accordance with or against the policy
and provisions of the constitution of the state, the distinction
ought to be recognized. The exemption of stockholders from the
payment of corporate debts or their liability to pay them
(individual liability) is the concern of the stockholders and the
corporate creditors.
We do not mean to say that such an exemption may not be secured
by the charter of a corporation and protected to its stockholders
by the Constitution of the United States from impairment by
subsequent state legislation. But we do mean to say that, in a
state having a constitutional provision imposing liability on
stockholders, if the legislature intended those of a new
corporation created by it should be exempt, it would express the
intention directly, and not commit it to disputable inference from
provisions which apply by name to the corporation.
The question is as to the intention of the legislature, and in
ascertaining that intention, it must be remembered that the act of
1853 did not grant immunity to the stockholders of the Minnesota
Western Railroad from liability. The immunity resulted because
liability was not imposed, and this legal right of
Page 177 U. S. 345
the stockholders of that corporation, we do not think, can be
said to have been transmitted to the stockholders of the new
corporation created by the act of 1881 by the grant to it of the
"immunities heretofore granted to the Minneapolis and St. Louis
Railway Company."
Besides, the grant of power to the new corporation had adequate
purpose. As was said in
Shields v. Ohio, 95 U. S.
319, powers and faculties were necessary to be bestowed
upon the new organization, and this could be done directly, as it
was to a great extent, or by reference, and would be supposed to be
done in subordination to constitutional restrictions. Nor does the
provision of section 14, which makes the new corporation subject to
the general laws of the state, except as to the privileges,
franchises, exemptions, and immunities hitherto granted to the
Minnesota and St. Louis Railway Company, conflict with the
supposition. That provision had its explanation in the previous
laws applying to that company. After its incorporation in 1853, the
Minnesota Western did nothing, and nothing was done in pursuance of
the purpose of its incorporation, until after the act of 1870
authorizing a change of its name to the Minnesota and St. Louis
Railway Company. That act gave it new powers, authorized the
creation and issuance of different classes of stock, and provided a
means of taxation and exempted it from all other taxation. But it
is not necessary to extend the discussion farther.
We have not deemed it necessary to consider the effect of the
constitutional provision as an amendment to the act of 1853, or the
power of the legislature to pass the act of 1881 if it could be
construed as contended for by plaintiffs in error. We construe it
differently, and determine against their contention. In other
words, we hold that the legislature did not intend by the act of
1881 to give immunity to the stockholders of the new corporation
from the liability imposed by the constitution of the state.
Judgment affirmed.
* Chapter 113, Special Laws 1881.
"An Act to Amend an Act Entitled an Act to Amend an Act entitled
An Act to Incorporate the Minnesota Western Railroad Company,
Approved March Third (3d), One Thousand Eight Hundred and
Fifty-three (1853), and the Acts Amendatory thereof, Approved
February Fourth, One Thousand Eight Hundred and Seventy
(1870)."
"
Be it enacted by the Legislature of the State of
Minnesota: SECTION 1. That the Act Entitled An Act to Amend an
Act entitled An Act to Incorporate the Minnesota Western Railroad
Company, approved March third (3d), one thousand eight hundred and
fifty-three (1853), and the acts amendatory thereof, approved
February fourth (4th), one thousand eight hundred and seventy
(1870), be amended by adding thereto the following sections,
to-wit:"
"SECTION EIGHT. The Minneapolis and St. Louis Railway Company,
formerly known as the Minnesota Western Railroad Company, in
addition to the powers already conferred upon it by the laws of the
Territory of Minnesota and of the State of Minnesota, is hereby
authorized to make or acquire, from time to time, any extension of
the lines of railway now owned or operated by it, or of those
hereafter constructed and operated by it according to law, into the
States of Iowa, Missouri, Kansas, Nebraska, and Wisconsin, and into
the Territory of Dakota, or into one or more of the same.
Provided, That authority shall exist or be given in or by
the states or territory into which its lines are so extended to
make or acquire and maintain such extensions."
"SECTION NINE (9). The said Minneapolis and St. Louis Railway
Company shall have power to acquire, from time to time, by lease or
purchase, or exchange of stock, or otherwise, any other railroad or
railroads, whether within or without this state, whose lines
connect with its own lines as they now exist or as they shall be
extended, either directly or by means of intervening lines. Such
acquisition shall be made upon such terms as shall be agreed upon
by a contract in writing between the respective corporations. But
the same shall not be consummated until first approved by
two-thirds in amount of the stockholders of each such corporation,
either given at a regular or called meeting of such stockholders or
by a consent expressed in writing. In either case, a copy of such
contract, together with the evidence of such consent of the
stockholders, shall be filed in the office of the secretary of
state."
"SECTION TEN (10). It shall and may be lawful for the said
Minneapolis and St. Louis Railway Company to merge and consolidate
its capital, franchises, and property with the capital stock,
franchises, and property of any other railroad company or companies
organized under the laws of this state or under the laws of any
other state or territory of the United States, in the construction
of whose lines the said Minneapolis and St. Louis Railway Company
shall have aided, or whose lines of railroad are or shall at the
time of such consolidation, be held under lease by the said
Minneapolis and St. Louis Railway Company.
Provided, that
the lines of railway of the companies or corporations so
consolidating shall form a continuous line of railway with each
other, or by means of any intervening railway, bridge, or ferry.
But no such consolidation shall be made by the said company with
any other railroad corporation, or the lessees, purchaser, or
manager of any railroad corporation owning or controlling a
parallel or competing line."
"Such consolidations shall be made under the conditions,
provisions, and restrictions and with the powers hereinafter
mentioned and contained, that is to say:"
"First (1st). The directors of the company proposing to
consolidate may enter into a joint agreement, under the corporate
seal of each company, for the consolidation of said companies and
railroads, which agreement shall prescribe the terms and conditions
thereof, and the mode of carrying the same into effect, the name of
the new corporation, which may be the name of either corporation
party thereto, or any other name, the number, names, and places of
residence of the directors and other officers thereof, who shall be
the directors and officers thereof for the first (1st) year. The
amount of the capital stock of the new company, which shall not
exceed the amount of twenty million (20,000,000) dollars, the
number of shares into which such capital stock is to be divided
(which stock may be divided into classes, with such preferences in
respect to any of the classes as may be agreed upon), the amount or
par value of each share, the manner of converting or exchanging the
capital stock of each of the said companies so consolidating into
or for that of the new corporation and the terms of such
conversion, the manner of compensating stockholders in each of the
old corporations who decline to convert their stock into the stock
of the new corporation, and how and when directors and officers
shall be chosen, with such other details as they shall deem
necessary to perfect such new organization and the consolidation of
such companies or railroads."
"Second (2d). Such agreement of the directors shall not be
deemed to be the agreement of the said old corporations until after
it has been submitted to the stockholders of each of the said
corporations, separately at a meeting thereof, to be called upon a
notice of at least thirty (30) days, specifying the time and place
of such meeting and the object thereof, to be addressed to each of
such stockholders when their place of residence is known, and
deposited in the post office, and published at least three (3)
successive weeks in one newspaper in each of the cities, counties,
or towns in which the said corporations have their principal office
or business, and is sanctioned by such stockholders by a vote of at
least two thirds in amount of the stockholders present at such
meeting, either in person or by proxy, each share of the capital
stock being entitled to one vote, and when such agreement of the
directors is so sanctioned by each of the meetings of the
stockholders, separately, said old corporations."
"Third (3d). If he the holder of any stock in either of the
corporations existing under the laws of this state and so
consolidated at the time of making such consolidation shall be
dissatisfied with the same, the consolidated company shall pay to
such dissatisfied stockholder or stockholders the full actual value
of his or their stock immediately prior to such consolidation,
which value shall be assessed and fixed by three disinterested
commissioners appointed for that purpose by the Supreme Court of
this state, upon the application of either party, made upon
twenty(20) days' notice, but the said company shall not be
compelled to pay for the stocks of such dissatisfied stockholder or
stockholders unless he or they shall give written notice of such
dissatisfaction to the president, secretary, or treasurer of the
company whose stock shall be held by him or them, within three (3)
months after such consolidation shall have been consented to by the
requisite number of stockholders."
"SECTION ELEVEN (11). Upon the approval of such agreement and
act of consolidation as hereinbefore provided, and upon the filing
of the same, or a copy thereof, in the office of the secretary of
state, the said corporations, parties thereto, shall be deemed and
taken to be one corporation, by the name provided in the said
agreement and act, and the stock of the new corporation, issued
under the terms of such agreement and act of consolidation in
exchange for the stock of the former companies, shall be deemed and
taken as lawful stock, and subject only to such further payments,
calls, or assessments, if any, as may be mentioned in said
consolidation agreement, and such new corporation shall possess all
the powers, rights, and franchises conferred upon each of its
constituent corporations, and shall be subject to all the
restrictions and duties imposed by the laws of the state."
"SECTION TWELVE (12). Upon the consummation of said act of
consolidation as aforesaid, all and singular the rights,
privileges, exemptions, and franchises of each of said
corporations, parties to the same, and all the property, real,
personal, and mixed, and all the debts due, on whatever account, to
either of said corporations, as well as all the stock,
subscriptions, and other things in action belonging to either of
said corporations, shall be taken and deemed to be transferred to
and vested in such new corporation, without further act or deed,
and all claims, demands, property, rights of way, and every other
interest shall be as effectually the property of the new
corporation as they were of the former corporations, parties to the
said agreement and act, and the title to all real estate, taken by
deed or otherwise under the laws of this state, vested in either of
said corporations, parties to said agreement and act, shall not be
deemed to revert or be in any way impaired by reason of this act,
or anything done by virtue thereof, but shall be vested in the new
corporation by virtue of such act of consolidation."
"SECTION THIRTEEN (13). The rights of all creditors of and all
the holders of liens upon the property of either of said
corporations, parties to said agreement and act, shall remain and
be preserved unimpaired, and shall be assumed and borne by the new
corporation, and the respective corporations shall be deemed to
continue in existence so far as necessary to preserve the same, and
all debts and liabilities incurred by either of said corporations
shall thenceforth attach to such new corporation and be enforced
against it and its property to the same extent as if said debts or
liabilities had been originally incurred or constructed by it. No
suit or action or other proceeding now pending before any court or
tribunal in which either of said railroad companies is a party
shall be deemed to have abated or been discontinued by the
agreement and act of consolidation as aforesaid, but the same may
be conducted in the name of the existing corporation to final
judgment, or such new corporation may be, by order of the court, on
motion, substituted as a party; suits may be brought and maintained
against such new corporation for all causes of action in the same
manner as against other railroad corporations in this state."
"SECTION FOURTEEN (14). All the provisions of the general laws
of this state in regard to railroad corporations shall be
applicable to any new corporations formed by consolidation under
the provisions of this act except so far as the same shall not be
applicable thereto by reason of the situation of portions of its
line without this state.
Provided, That, nevertheless, the
privileges, franchises, exemptions, immunities, hitherto granted to
the Minneapolis and St. Louis Railway Company shall continue to and
be vested in such new corporation with the same effect as if
originally granted thereto, and that such new corporation may at
any time hereafter be consolidated with any other railroad company
or companies in the same manner and with the same effect as is by
this act provided."
"SECTION TWO. This act shall take effect and be in force from
and after its passage."
"Approved this second day of March, A.D. 1881."
