It then proceeds to convey to the trustees named the railroad of the company, commencing at the foot of Summer street, in Boston, and thence extending through the states of Massachusetts, Connecticut, Rhode Island, and New York to the western terminus of its location on the east bank of the Hudson river at Fishkill, together with all the privileges, franchises, and property then owned, or thereafter to be acquired, by the company.

By acts of the legislatures of Rhode Island, Massachusetts, Connecticut, and New York, passed soon after the date of the mortgage, the proceedings of the company in its execution were expressly ratified and confirmed, the same language being used in all the acts, as follows: "The proceedings of the Boston, Hartford & Erie Railroad Company, whereby, by indenture dated March 19, 1866, they conveyed their railroad and property in mortgage to Robert H. Berdell, Dudley S. Gregory, and John C. Bancroft Davis, trustees of bondholders in said mortgage mentioned, to secure the holders of said bonds the payment of the same, are hereby ratified and confirmed." The bill further set forth that the Boston, Hartford & Erie Railroad Company was originally chartered by the legislature of Connecticut, by an act passed at its May session in 1863, and that subsequently acts were passed by the legislatures of Massachusetts and Rhode Island, making the company a corporation of those states also; that in August, 1863, the Southern Midland Railroad Company, having previously acquired all the franchises and property of the Boston & New York Central Railroad Company, a corporation chartered under the laws of Massachusetts, Connecticut, and New York, conveyed all its franchisés to the Boston, Hartford & Erie Railroad Company; and that in November, 1863, the company, under authority given by the legislatures of all the four states, acquired the franchises of the Hartford, Providence & Fishkill Railroad Company, a corporation chartered under the laws of New York, Rhode Island, and Connecticut.

It further appears that under an act of the legislature of New York, passed April 25, 1864, entitled "An act to consolidate the Boston, Hartford & Erie, the Boston, Hartford & Erie Extension, and the Erie Ferry Extension Railroad Companies," (the two latter being New York corporations,) the Boston, Hartford & Erie Railroad Company acquired the rights of charter and property of both the New York corporations, with the authority to have, hold, and use the same in its own name and right as a portion of its railway line and property, and all the rights which the corporations had to con

struct and operate a railway within the terminal points designated in their charters, subject to the laws of the state concerning railroad corporations.

It thus appears that the corporation was made up of several distinct corporations, chartered by the legislatures of the different states, and all consolidated and merged into one corporation under the laws of all the states. It therefore became one of that class of corporations, so numerous in this country, owning a railroad extending through two or more states, and chartered under the laws of each. state. In such cases the corporation has a common stock, the same shareholders and officers, the same property, and a single organization, and is, for most purposes, one corporation. But it is a separate corporation in each state, so far that it is governed by the laws of each state within its own territory. Such a corporation is considered to have a domicile in each state, and, in the absence of any statutory provision to the contrary, may hold its meetings and transact its corporate business in each. Bridge Co. v. Meyer, 31 Ohio St. 317; Pierce, Railr 20.

To show that this was not a New York corporation, the plaintiff relies upon Railroad Co. v. Harris, 12 Wall. 65. In that case it was decided that the Baltimore & Ohio Railroad Company, a Maryland corporation, having obtained from the legislature of Virginia an act authorizing it to construct a railroad in that state, did not thereby become a Virginia corporation, the court holding that a Virginia statute, under its peculiar terms, did not create a new corporation, but was a mere enabling act to permit the Maryland corporation to do business in Virginia. See, also, Railroad Co. v. Koontz, 104 U. S. 5. But the New York statutes concerning this corporation are of quite a different character. They are not mere enabling acts, granting to a foreign corporation permission to transact its business within the state. They constitute it a New York corporation to the same extent as the legislation of Massachusetts, Connecticut, and Rhode Island make it a corporation in those states. If it is not a New York corporation, it is not one in the other states, and has no domicile, and upon the plaintiff's theory of the law could not hold a meeting of its shareholders in either state, or, for that matter, anywhere else. It is clear that a meeting of the stockholders, at which the mortgage was authorized, was lawfully held in New York, and that its proceedings were valid and binding on the company. To this it may be added that the confirmatory acts passed by the legislatures of the four states at the request of the shareholders, and acquiesced in for 14

years, would of themselves have been sufficient to cure the defect if it had existed. Shaw v. Norfolk R. Co. 5 Gray, 162; Howe v. Freeman, 14 Gray, 566. It is by no means clear, if the company had not been a New York corporation, and no confirmatory acts had been passed, that the proceedings of the meeting in New York would have been absolutely void; and it is still more questionable whether, after negotiating this loan upon the faith of a mortgage, which contained a recital that it was a New York corporation, either the corporation itself or its shareholders should be permitted to take advantage of the irregularity. But the conclusion already reached renders it unnecessary to consider these questions.

2. The bill further prays that if the court shall not, for the causes stated in the bill, declare the mortgage invalid, then, in the alternative, that the trusts under the mortgage may be established and confirmed, that the present trustees may be removed and new trustees be appointed to take possession of the mortgaged property, and hold it under the direction of the court for the benefit of the shareholders and creditors; and that an account may be taken of the earnings of the road. The mortgage contained provisions that in case of default by the company in the payment of either principal or interest of the mortgage bonds, the company should deliver possession of the mortgaged premises to the trustees, and that on taking possession, the trustees should file in the office of the secretaries of state of Massachusetts, Rhode Island, Connecticut, and New York, a written notice that they had taken possession for default in the payment of the principal, or interest, or both, as the same may be, and of their purpose to foreclose the mortgage for the default; that if the default should continue for the space of 18 months after such notice filed, the mortgaged premises should vest absolutely and in fee in the trustees, and the right of redemption of the company therein should be forever barred and foreclosed; that in case of an absolute foreclosure, it should become the duty of the trustees to call a meeting of the bondholders, by an advertisement of the time, place, and the object thereof, in newspapers published in Boston, Providence, Hartford, New York, and London, at which meeting the bondholders might organize themselves into a corporation under such corporate name as they might select, with a capital stock equal to the outstanding mortgage bonds; which new corporation should have all the powers, privileges, and franchises, and be subject to all the duties, liabilities, and restrictions, of the old company; and the trustees should thereupon convey to the new corporation all the mortgaged property and fran

chises. The mortgage also contained provisions for the filling of vacancies in case of the death, resignation, or removal of any of the trustees, and for the vesting in the persons so appointed all the mortgaged property. The following facts appear from the bill, and a record of the supreme judicial court of Massachusetts for Suffolk county, a copy of which is made part of the bill:

On the fifteenth of July, 1870, George Ellis and others filed their bill of complaint in that court, sitting in equity, in behalf of themselves and all other holders of the mortgage bonds, representing that they were the owners of 47 of the bonds, and of the interest warrants thereon, which had matured on the first days of January and July of that year, and were unpaid, and praying for the appointment of a receiver and for the foreclosure of the mortgage. On the second of August, 1870, an order was entered in the cause, appointing receivers, and directing them to take possession of the road and property. On the ninth of May, 1871, a decree was entered in the cause, in which, after reciting that the court on the twenty-fourth of April, 1871, had decided and decreed that Moses Kimball, Thomas Talbot, and Avery Plumer were, in law, the present trustees under the mortgage, it was adjudged and decreed by the court that the receivers deliver into the possession and control of these trustees, or their successors in office, all the roads, railways, property and franchises which they had in their hands and possession, or under their management and control as such receivers; that the trustees or their successors in office, upon taking possession of the property, should file in the offices of the secretaries of state of the four states the notices authorized by the mortgage; and if default in the performance of the condition of the mortgage should continue for the space of 18 months after the filing of such notices, the mortgaged property and franchises should vest absolutely and in fee in the trustees and their successors, and all right or equity of redemption of the company therein should be forever barred and foreclosed.

By a decree entered July 28, 1871, William T. Hart, George T. Oliphant, and Charles P. Clark were appointed by the court trustees in place of Kimball, Talbot, and Plumer, who had resigned, and were declared their successors in the trust. Under these decrees the trustees entered into possession of the mortgaged property, and on the sixteenth of September, 1871, filed in the offices of the secretaries of state of the four states the notices of foreclosure, and, the default still continuing, maintained their possession for a period of more than 18 months thereafter. On the eighteenth of March, 1873, they called a meeting of the bondholders, as authorized in the mortgage, for the purpose of organizing themselves into a corporation. At this meeting, held in Boston on the seventeenth of April, 1873, a corporation was formed under the name of the New York & New England Railroad Company. By acts of the legislatures of the several states, passed in May, 1873, the proceedings of the meeting were ratified and confirmed, and the new corporation has since been in possession of the road and franchises under a conveyance from the trustees authorized by these statutes. The bill contains an averment that the Ellis suit has never proceeded to a final determination and decree, and is still pending in court.

The case thus presented shows that prior to the filing of this bill, under a decree of a court of equity having jurisdiction of the parties and of the subject-matter, the mortgage had been completely foreclosed. To avoid the effect of the foreclosure, the bill charges that the Ellis suit was the result of a fraudulent conspiracy on the part of Ellis, the plaintiff, Lane, the president of the company, who represented it in its defense, and the receivers and trustees appointed by the court, entered into for the purpose of embarrassing the company and depriving it of its road and property; and that this fraud was perpetrated by submitting to the court false statements of facts for its decision, and thus obtaining a decree against the company. The bill does not allege in what particulars the statements of fact were false, nor does it allege that there was not a breach of the condition of the mortgage, nor that the plaintiffs were not the actual holders of the bonds and unpaid interest warrants, nor that any part of the interest which has accrued since 1869 has ever been paid, nor is there any offer or suggestion for redeeming the mortgage. There is no allegation that the new corporation, or any considerable number of the bondholders, had any knowledge of the alleged fraud. The obvious inquiry arises, at this stage of the case, why the plaintiff has not brought to the attention of the state court the fraud alleged to have been practiced upon it, and there sought to have the foreclosure decree revoked. It is well settled in the courts of the United States that when a decree or judgment has been obtained against a party to a suit at law or in equity by fraud or deception practiced upon him by his opponent, and he has lost, without fault of his, his remedy of applying to the court for the revocation or reversal of the decree or judgment, a court of equity will afford him relief. U. S. v. Throckmorton, 98 U. S. 611; Metcalf v. Williams, 104 U. S. 93.

In Nougue v. Clapp, 101 U. S. 551, it was held that the circuit court of the United States cannot revise or set aside a final decree rendered by a state court which had complete jurisdiction of the parties and subject-matter, upon the ground that the decree was obtained by fraud, where the injured party has had an opportunity to apply to the state court to reverse the decree. The plaintiff is a party to the foreclosure suit as a shareholder in the old corporation. The state court is still open to listen to the complaint of the corporation and its shareholders. The decree of foreclosure, though final in one sense, as determining the respective rights of the parties to the property in question, is still in its nature interlocutory, and is open to review by the court upon petition or motion in the cause, or by bill of review,