10 IND 93 - Booe v. Junction Railroad

How this case has been cited

Cited by 6 later decisions — most recently December 1977

6 state decisions

Later decisions citing this case, by decade. The current decade is in progress, and our corpus holds fewer opinions from the most recent years, so the latest bars are undercounted — not a real decline.

Perkins, J.

¶1This suit involves the question decided in McCray v. The Junction Railroad Co., 9 Ind. R. 358. That question is, whether two railroad companies, by consent of the legislature, granted subsequently to the subscriptions of stock, but without the consent of the stockholders, can consolidate their separate existences into one. It is admitted that they can do it with such consent. This Court has held that they cannot without. A stockholder, not consenting, may withdraw from the corporation. Such consolidation does not necessarily dissolve the corporation, it seems, but releases non-consenting stockholders.

¶2We adhere to the decisions heretofore made. We think, as a general proposition, that corporations cannot, unless authorized by their charters, enter into partnerships. If not, they cannot consolidate, as was attempted to be. done in this case. See Stevens v. The Rutland, &c., Co., 1 Am. L. Reg. 154, where the cases are reviewed.— Carlisle v. The Terre Haute and Richmond Railroad Co., 6 Ind. R. 316.—Sparrow v. The Evansville, &c., Co., 7 Ind. R. 369.—Fisher v. The Evansville, &c., Co., id. 407.—Redf. on Railw. 91 (1).

J. A. Fay, for the appellant.S. W. Parker and J. C. McIntosh, for the appellees.

¶3The original charter of the company, in the case at bar, contained this section: “ Should the company at any time desire any amendment to this act, it shall be lawful for the legislature to make the same.”

¶4As to this clause, we think the most reasonable construction of it is, that it simply contemplated amendments that might facilitate the construction of the road provided for in the charter, and not such as should, in effect, create a new company for a different undertaking. Again, the amendment must be one desired by the company, which, probably, in that section of the charter, means the stockholders.

¶5No doubt the two companies could form a through connection for running their roads, each retaining its own organization, defraying its own expenses, and receiving its own profits.

¶6The judgment below must be reversed, and the cause remanded for another trial, in which the question whether the appellant had expressly, or by implication, assented to the consolidation may be determined.

¶7Per Curiam.— The judgment is reversed with posts. Cause remanded, &c.

¶8 See, also, Pierce’s Amer. Railr. Law, 89 to 99.