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et al., Plffs. in Err.,

v.

HENRY A. GARDNER.

of 1885, there is to be found a discussion of | *MINNEAPOLIS & ST. LOUIS RAILWAY(332) defects which it was claimed were jurisdictional, and not cured by that act. Such discussion, however, is not to be construed as authority for the proposition that jurisdictional defects in legal proceedings which are beyond the scope of retrospective legislation will equally take a claim out of the bar of

a statute of limitations. The existence of such defects was necessarily considered in the authorities cited, because the statute of 1885 in terms exempted from its operation cases [331]where *the taxes had been paid, or where there was no legal right to assess the land on which they were laid. There is no exception, however, as to defects in notices of redemption or in their publication; on the contrary, it is expressly provided that the comptroller's deed, after the lapse of the requisite time, shall be conclusive evidence that 'all notices required by law to be given previous to the expiration of the two years allowed by law to redeem were regular and regularly given.'"

These considerations dispose also of the other objections to the assessment and sale. If further comment be needed as to the insufficiency of the description, it may be brief. It is based on the possibility of there having been more or less land than 1,215 acres cov ered by water. But whether there were depends upon a question of fact, and what the court found we are not informed by the record. Not insisting on that, however, the evidence of the plaintiff tended to show that the area covered was 1,035 acres; the evidence

(See S. C. Reporter's ed. 332-345.)

Corporations-new company formed by con-
solidation-granting it the rights, privi-
leges, and immunities of constituent cor-
porations.

1.

2.

A new corporation was formed by the consolidation of railroad companies under Minn. Spec. Laws 1881. chap. 113, providing for the manner of consolidation, the name of the new company, which might be "the name of either corporation party thereto or any other name," the transfer of the property or the old corporations, the retirement of their stock and the issue of new stock, and for compensating the stockholders of the old corporations who decline to convert their stock into the stock of the new company.

The grant to a consolidated railroad company by Minn. Spec. Laws 1881, chap. 113, of the franchises, exemptions, and immunities of the older company, does not include the exemption which the stockholders of the earlier company were given by mere implication, without any express provision therefor, even if such exemption could be granted by the legislature under the provision of the state Constitution of 1858, which imposes liability upon the shareholders of all such corporations.

[No. 160.]

1900.

IN ERROR to the Supreme Court of the

of the defendant tended to show that the area Argued March 5, 1900. Decided April 9,
was 1,284 acres. Even if the court found
the latter, the difference between it and the
assessment did not make the description in-
sufficient. A description of land for the pur-
poses of taxation is suflicient if it affords the
means of identification, and does not posi-
tively mislead the owner. Cooley, Taxn. 407;
Keeley v. Sanders, 99 U. S. 443, 25 L. ed. 327.

The assessment was not of the land covered by water. That was an exception from a larger tract, and an error of a few acres in a part so completely defined by its character surely did not so impair the identity of the larger tract as to hide it from the search or knowledge of its owner, whether he was anxious or indifferent about his taxes.

The same comment can be made of the "1,000 acres lying in the northwest corner of the northwest quarter" of the tract, whether we regard it as a parcel or an exception from another parcel. Jackson ex den. Kellogg v. Vickory, 1 Wend. 407, 19 Am. Dec. 522; Dolan v. Trelevan, 31 Wis. 147; Bowers v. Chambers, 53 Miss. 259; Doe ex dem. Hooper v. Clayton, 81 Ala. 391, 2 So. 24.

The other assignments of error it is not necessary to specifically notice nor the defenses of champerty and the alleged illegal organization of the plaintiff in error. Judgment affirmed.

affirming a judgment enforcing the liability
of stockholders. Affirmed.

See same case below, 73 Minn. 517, 76 N.
W. 282.

Statement by Mr. Justice McKenna:
*On the merits this case presents the ques-[332]
tion of the liability of the individual plain-
tiffs in error upon a judgment which was re-
covered by one Revilo F. Parshall against
the Minneapolis & St. Louis Railway Com-
pany, and assigned to the defendant in error.

A motion, however, is made to dismiss on the ground that this court has no jurisdic

tion.

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

NOTE.-A8 to consolidation of corporations and its effect-see Louisville, N. A. & C. R. Co. v. Boney (Ind.) 3 L. R. A. 435, and note.

A 8 to liability of a consolidated railroad company for debts of its predecessor-see Chicago & I. Coal R. Co. v. Hall (Ind.) 23 L. R. A. 231, and note.

As to rights and obligations of consolidated corporation-see note to Cantillon v. Dubuque & N. W. R. Co. (Iowa) 5 L. R. A. 726.

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 contamed the following provision: "Each (333]*stockholder in any corporation shall be liable to the amount of the stock held or owned by him." Art. 10, § 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 & 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.t

†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).

one

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). 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 section, to wit:

Section eight (8). The Minneapolis & 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

*The consolidation was made as provided[334] in the act by agreement between the Minneapolis Railway Company, the Minneapolis & Duluth Railroad Company, the Minnesota[335] & Iowa Railroad Company, and the Fort Wayne & Fort Ridgely Railroad Company,[336] and articles of incorporation were duly filed in pursuance of the act.

*The consolidated company thereafter en-[337] tered upon, and until the 2d of November, 1894, enjoyed, the franchises, rights, property, and earnings of the constituent corporations.

The Minneapolis & Duluth Railroad Company was a Minnesota corporation, and the Fort Dodge & Fort Ridgely Railroad Company and the Minnesota & 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 & 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 6 per cent 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 *R. F.r338] 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 ac

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 & 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.

quired his stock between November, 1884, and provisions of section 3, article 10, assumed the date of the commencement of this suit,to impair and destroy rights theretofore[389] but was not a shareholder of either of the vested in the defendants (plaintiffs in ercompanies 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 & 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 & St. Louis Railway Company, substantially as set forth in the first division of the complaint; that the liability of the stockholders of said Mirnesota & 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, 76 N. W. 282), 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

Section ten (10). It shall and may be lawful for the said Minneapolis & St. Louis Railway Company to merge and consolidate its capifal, 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 & 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 & 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.

ror).

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 & St. Louis Railway Company; or if a new corporate entity was created, that it did not possess such rights, privileg es, 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 con

solidation.

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 plaintiff's 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 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 1, 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

| 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 First (1st). The directors of the company officers shall be chosen, with such other detalis

Such consolidations shall be made under the conditions, provisions, and restrictions and with the powers hereinafter mentioned and contained, that is to say:

railroad corporations pursuant to the act | S. 793, 25 L. ed. 922; Louisville & N. R. Co. of 1881 created a new corporation. v. Palmes, 109 U. S. 256, 27 L. ed. 926, 3 Sup. Ct. Rep. 193.

Mr. William Strauss argued the cause and, with Messrs. Albert E. Clarke, W. W. Dudley, and L. T. Michener filed a brief for plaintiffs in error:

If the consolidation agreement did not create a new corporation, the franchises, exemptions, privileges, and immunities of each constituent company were continued. Central R. & Bkg. Co. v. Georgia, 92 U. S. 665, 23 L. ed. 757.

If the adjudication of a Federal question is necessarily involved in the disposition of a case by a state court, it is not necessary that it should appear affirmatively in the record or in the opinion of the court that such a question was raised and decided.

Kaukauna Water Power Co. v. Green Bay & M. Canal Co. 142 U. S. 254, 35 L. ed. 1004, 12 Sup. Ct. Rep. 173; Roby v. Colehour, 146 U. S. 153, 36 L. ed. 922, 13 Sup. Ct. Rep. 47. If a new corporation was created by the In order to preclude this court from tak consolidation, the franchises of the constit-ing jurisdiction, it must appear that the deuent corporations either passed to the new corporation or vested in the state, which could lawfully confer them upon the new corporation.

First Div. of St. Paul & P. R. Co. v. Parcher, 14 Minn. 297, Gil. 224; Green v. Knife, Falls Boom Corp. 35 Minn. 155, 27 N. W. 924; Ames v. Lake Superior & M. 8. R. Co. 21 Minn. 281; St. Paul v. St. Paul & S. C. R. Co. 23 Minn. 469; Huff v. Winona & St. P. R. Co. 11 Minn. 180, Gil. 114.

The state may continue the immunities of the original corporations to the new one by reference to the original act.

cision of the state court was made upon rules of general jurisprudence, or that the case was disposed of there upon other grounds, broad enough in themselves to sustain the judgment without considering the Federal question, and that such question was not necessarily involved.

New Orleans v. New Orleans Waterworks Co. 142 U. S. 79, 35 L. ed. 943, 12 Sup. Ct. Rep. 142.

Mr. F. W. M. Cutcheon argued the cause and filed a brief for defendant in error:

The consolidated company was brought inMaine C. R. Co. v. Maine, 96 U. S. 499, 24 to existence under authority of the act of L. ed. 836; The Binghamton Bridge, 3 Wall. 1881. Its shareholders are therefore sub51, sub nom. Chenango Bridge Co. v. Bing-jected to the liability imposed by the Minnehamton Bridge Co. 18 L. ed. 137.

It is for this court to determine, independently of the adjudications of the state court, whether there exists a contract within the protection of the Federal Constitution.

Jefferson Branch Bank v. Skelly, 1 Black, 436, 17 L. ed. 173; Wright v. Nagle, 101 U.

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 eacb 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, it shall be deemed the agreement of the said old corporations.

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sota Constitution.

Shields v. Ohio, 95 U. S. 319, 24 L. ed. 357, Affirming 26 Ohio St. 86; State v. Northern C. R. Co. 44 Md. 131; Charlotte, C. & A. R. Co. v. Gibbes, 27 S. C. 385, 4 S. E. 49; Frazier v. East Tennessee, V. & G. R. Co. 88 Tenn. 138, 12 S. W. 537; Morawetz, 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 su 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, shaii 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 con

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.

Third (3d). If the holder of any stock in eith-solidation agreement, and such new corporation er 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 shal 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 796

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 corpora

Priv. Corporations, 8944-47; Thompson,
Corporations, 5424; Ashley v. Ryan, 153
U. S. 436, 38 L. ed. 773, 4 Inters. Com. Rep.
664, 14 Sup. Ct. Rep. 865.

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, The intent of the constituent companies besides, there was a question, not Federal, themselves to organize a new corporation decided by the court sufficient to support its distinct from, and independent of, the Min-judgment.

Fitz v. Minnesota C. R. Co. 11 Minn. 414, Gil. 304; Huff ▼. Winona & St. P. R. Co. 11 Minn. 180, Gil. 114; Shields v. Ohio, 95 U. S. 319, 24 L. ed. 357; State v. Northern C. R. Co. 44 Md. 131; Charlotte, C. & A. R. Co. v. Gibbes, 27 S. C. 385, 4 S. E. 49; Frazier v. East Tennessee, V. & G. R. Co. 88 Tenn. 138, 12 S. W. 537; Ames v. Lake Superior & M. 8. R. Co. 21 Minn. 241.

The fact that the act of 1881 was cast in

the form of an act amendatory of the act in-
corporating the Minnesota Western Railroad
company is only one item of evidence (and
in this instance an extremely unimportant
item) as to the intention of the legislature,
and can have little weight in view of the
plain and unambiguous language of the act

nesota Western Railroad Company, is evi- (1) No right under the Constitution of
dent from their action in taking advantage the United States was claimed in the an-
of all the powers conferred upon a consoli-swer. But the protection of section 10, arti-
dated company that had not been possessed cle 1, and the Fourteenth Amendment of that
by the Minnesota Western Railroad Com- instrument, was invoked in the assignment
pany, and was emphasized by the adoption of of errors on appeal to the supreme court and
a distinct name.
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 corpora-
tion. 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 stockhold-
rested its judgment on that construction.
ers for corporate debts, and that the court
The court said: "Whatever may be the lia-
bility of the several [constituent] corpora-
tions we need not inquire, because the liabili-
ty here sought to be enforced is one against
individuals who have been and are stockhold-
ers in the new corporation." And again:
"Other questions have been raised and dis-
cussed by the respective counsel, but a deci-
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 afore-
said, but the same may be conducted in the
name of the existing corporation to final judg
ment, or such new corporation may be, by or-
der 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.

itself.

Ames v. Lake Superior & M. 8. R. Co. 21

Minn. 241.

(340] *Mr. Justice McKenna, after making the foregoing statement, delivered the opinion of

the court:

To sustain the motion to dismiss for want tions, 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.

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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 & 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 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 Section two. This act shall take effect and against it and its property to the same extent be in force from and after its passage. as if said debts or liabilities had been original- Approved this second day of March, A. D. ly incurred or constructed by it.

No suit or

action or other proceeding now pending before

1881.

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