A contract based upon a by-law passed after organization and before act of 1899 is ultra vires and void. Fritze v. Equitable B. & L. Society, 186 Ill. 183. Corporations may sell their real estate within two years after charter expires, and may contract for commission for such sale, Singer v. Hutchinson, 183 Ill. 606 (619). Specific performance of a contract to sell corporate property, made by a stockholder, will not be enforced. Seller v. Green, 172 Ill. 549 (552). By-law or a contract authorizing bondholders to vote as stockholders, held void, absolutely. Durkee v. People, 155 Ill. 354 (359,367). Contract between officers and one of its directors for lease of land owned by said director held voidable but good after ratification by the corporation. L. N. A. & C. Ry. Co. v. Carson, 151 Ill. 444 (450). "Consigned to said elevators" in contract for delivery of grain-meaning and force of. C. M. & N. R. R. Co. v. Nat. Elevator Co., 153 Ill. 70 (84). A grant for which the company gives consideration or does work under becomes a contract-when. Belleville v. Citizens H. R. Co., 152 Ill. 171 (186). Contract between railroad company and a city for use of a street will be enforced when the use does not interfere with ordinary traffic. C. B. & Q. R. R. Co. v. City of Quincy, 136 Ill. 489 (583). One contracting with a de facto corporation and receiving benefits under such contract, cannot plead defective organization to defeat enforcement of the agreement. Winget v. Quincy Bldg. Ass'n, 128 Ill. 67. Contract as to weighing and transferring grain for shipment construed-effect of custom as to. L. S. & M. S. Ry. Co. v. Richards, 126 Ill. 448. Contract of public service corporations which impair the discharge of their duties to the public are invalid. Chicago G. L. & C. Co. v. Peoples G. L. & C. Co., 121 I11. 530. Contract between city and railway company that the company will pay a certain sum toward cost of a viaduct does not make the company jointly liable for an injury to adjoining property, if the contract is in good faith. Culbertson & B. P. & P. Co. v. City of Chicago, 111 Ill. 651. Revocation of a contract by an attorney of the company with the consent of the manager. Such manager cannot dispute such revocation. Parmly v. Buckley, 103 Ill. 115. By carriers. (See also Carriers.) Where a contract for shipment provides that any claim for damages should be made within ten days from the time the shipment is removed from the cars at destination, it must be shown the shipper understandingly assented, and it must appear that it was reasonably possible to conform to such provision. Dissenting opinion. Wabash R. R. Co. v. Thomas, 222 Ill. 337 (345). When carrier accepts and receipts for goods to be delivered to a point beyond its lines, the contract is presumed to be for through shipment, where there is no agreement to the contrary. Wabash R. R. Co. v. Thomas, 222 Ill. 337. The common law duties of a carrier to a shipper cannot be limited or changed in the receipt to the shipper, but may be done by express contract assented to by the shipper. (Starr & Curtis, Ch. 114, Sec. 96; Ch. 27, Sec. 1.) Wabash R. R. Co. v. Thomas, 222 Ill. 337. Carrier is not relieved from a contract to have a special passenger car because of a broken drawbar, no particular train being named in the agreement. I. C. R. R. Co. v. Byrne, 205 I11. 9. Burden of proof is on carriers to show that a shipper consented to restrictions upon the carrier's liability as contained in the shipping contract. C. C. C. & St. L. Ry. Co. v. Patton, 203 Ill. 376. In restraint of trade. (See also Trusts and Combines.) Contract against public policy is not enforcible in equity. Perry v. U. S. School Fur. Co., 232 Ill. 101. A contract by which one agrees not to engage in the same business within the State, is in restraint of trade, and void. Union Strawboard Co. v. Bonfield, 193 Ill. 420. Contract restricting vendor from engaging in business within 1,000 miles of Chicago is void as in restraint of trade. Harding v. Amer. Glucose Co., 182 Ill. 551 (637). Contract in restraint of trade-what is. Hursen v. Gavin, 162 Ill. 377. CONSOLIDATION AND MERGER. LIABILITY OF NEW COMPANY. GENERAL RULES AS TO. Liability for indebtedness. AN ACT in relation to the consolidation of incorporated companies. (Approved March 9, 1867. In force May 9, 1867. L. 1867, p. 80.) 65. 1. In all cases when any company or corporation, chartered or organized under the laws of this State, shall consolidate its property, stock or franchises with any other company or companies, such consolidated company shall be liable for all debts or liabilities of each company included in said consolidated company, existing or accrued prior to such consolidation; and actions may be brought and maintained, and recovery had therefor, against such consildated company. (See "Changing name, consolidating, etc." for statute as to how to proceed to consolidate two companies.) (Consolidation of railroad company. See Railroads.) General rules as to. Consolidation must be authorized by statute. Scheidel Coil Co. v. Rose, 242 Ill. 484. Consolidation is not effected until certificate is filed with Secretary of State. (Sec. 53, Ch. 32.) Scheidel Coil Co. v. Rose, 242 Ill. 484. Effect of on guaranty of a merging company. 238 Ill. 582; 160 Ill. 373. The Legislature may authorize the merger or consolidation of private corporation, if within constitutional limitations. People v. People's Gas Light Co., 205 Ill. 482. Consolidation ordinarily works dissolution of the merging companies exceptions. C. S. F. & C. Ry. Co. v. Ashling, 160 Ill. 373 (382). Consolidated corporations are estopped from denying the merger in action for debt of a constituent company contracted before merger. C. S. F. & C. Ry. Co. v. Ashling, 160 Ill. 373 (383). Two corporations may consolidate under the name of either. C. S. F. & C. Ry. Co. v. Ashling, 160 Ill. 373 (382). Consolidation of corporations not a purchase, is realized when stock of the consolidated company is exchanged for the property of the respective constituent companies. C. S. F. & C. Ry. Co. v. Ashling, 160 Ill. 373 (376). Where corporations consolidate pending litigation against one, the merged company should be substituted as party. Wiggins Ferry Co. v. Ill. & St. R. Co., 163 Ill. 238 (242). Consolidation of railroad companies of different States was illegal prior to the Statutes of 1883 and 1885. Said Acts are not retroactive. Amer. L. & T. Co. v. M. & N. W. R. R. Co., 157 Ill. 641 (649). Consolidation of corporations of different States is unauthorized and no rights are acquired, although corporate existence is exercised in good faith. Its contracts are void. Amer. L. & T. Co. v. M. & N. W. R. R. Co., 157 Ill. 641 (654). Where a corporation that is party to a suit is merged in another company, the merger should be suggested to the court and leave had to substitute the merged company as party. L. E. & St. L. R. R. Co. v. Surwald, 147 Ill. 194. Two branches of the same corporation organized in different States may consolidate, but will be controlled by the local laws of each State while acting there. Kincaid v. People, 139 Ill. 213. Railroads in two different States may consolidate as one corporation. Rights in each State are determined by the local laws. O. & M. Ry. Co. v. People, 123 Ill. 467. Consolidation under Act of 1854-how far. permitted. |