its road, were entitled to demand stock in the new corporation, as for the purposes of this contract the old corporation continued under the new name. This fairly extends a former holding that, whether or not the plaintiff was entitled to demand stock in the new corporation, he was entitled to hold the new corporation to its predecessor's contract, and on refusal to deliver stock either in the new or old corporation, on demand, plaintiff could recover from the new corporation the damages provided for.2 1 Day v. Worcester &c. R. Co., (Mass. 1890) 7 Ry. & Corp. L. J. 447; John Hancock Ins. Co. v. Worcester &c. R. Co., 149 Mass. 214. 2 John Hancock Ins. Co. v. Worcester &c. R. Co., (1889) 149 Mass. 214. In Day v. Worcester &c. R. Co., (Mass. 1890) 7 Ry. & Corp. L. J. 447, the court said: The argument for the defendants tacitly assumes that the Nashua & Rochester Railroad Company has ceased to exist, to all intents and purposes, and concludes that therefore there is no longer an obligation to deliver stock for the bonds-a conclusion which would follow by the premise which we have conceded. But the very point decided in the case of John Hancock Insurance Company was that, by the true construction of the consolidating act, the Nashua & Rochester Railroad Company has not ceased to exist, but that for the present purposes the defendant is that company, with a different name. Assuming, for the moment, that this construction is correct, there can be no question of the power of the legislature to authorize a consolidation upon those terms. change of name, an acquisition of new property and rights, or both together, do not necessarily make a change of person. To add another illustration to those suggested formerly: If the legislature authorizes A one railroad, which has issued bonds like the present, to buy the franchises, property and stock of another, and to issue new stock of its own to an equal amount, with an express proviso that the identity of the purchasing road shall remain unchanged, and thereupon the purchase is made, we conceive that there can be no doubt that the purchasing road is still bound to deliver stock for bonds, as before. If the bondholder could not complain of the increased issue, Pratt v. Telephone Co., 141 Mass. 225, it is very certain that the company could not, and least of all on the ground that it was no longer the same company. Banking Co. v. Georgia, 92 U. S. 665. See New Bedford R. Co. v. Old Colony R. Co., 120 Mass. 397, 400. In the case supposed, the identity of the purchasing road remains unchanged for all purposes. But the law is equally familiar with the preservation of identity for a particular purpose when in other respects it is changed. More than that, it is familiar with an identification of natural persons, which, of course, is wholly feigned, for the preservation and transmission of rights and duties. The "heir is the same person as his ancestor." Oates v. Frith, Hob. 130; Bain v. Cooper, 1 Dowl. (N. S.) 11, 14. Executors “ represent the person of the testator." St. 9 § 353. Consent of shareholders.— The general rule is that the consent of every stockholder is necessary for consolida 66 Edw. III. St. 1, c. 3; Co. Litt. § 337; Coghil v. Feelove, 3 Mod. 326; Bain v. Cooper, 1 Dowl. N. S. 130. Administrators represent the estate" of their intestate. North v. Butts, 2 Dyer, 1396, 140a. Even assigns got the benefit of a warranty to which they were not parties, by an attenuated form of the same notion. Norcross v. James, 140 Mass. 188, 189. Similar illustrations are referred to in Compton v. Railway Co., 45 Ohio St. 591, 616. To our mind the only really debatable point is not what the legislatures of New Hampshire and Massachusetts could do as against the consolidating companies, but what they did in fact; that is, what is the true construction of the words of the New Hampshire statute of 1883, c. 239, and of our statute of 1883, c. 129; Railroad Co. v. Georgia, 98 U. S. 359, 362; Banking Co. v. Georgia, 92 U. S. 665, 670. Upon that point we always have recognized that different minds might form different opinions. To justify our own it is unnecesary to repeat the very sweeping language of the statute, which seems to be as broad as could have been used had the legislatures had this particular obligation in mind. The question is not whether words, on their face insufficient, should be stretched by construction to embrace the obligation in the bonds. It is whether the words "all the obligations, debts and liabilities," "all claims and contracts," etc., shall be cut down upon some extrinsic reason. We find uo such reason. On the contrary, every extrinsic fact is in favor of giving its natural meaning to the laboriously comprehensive language of the acts. The road of the obligor was let to the Worcester & Nashua Railroad before it was built, by authority of statute. The statute which authorized the issue of these bonds, and required them to be convertible into stock, also required the Worcester & Nashua Railroad to guaranty them, and it did so. It paid the interest upon them directly to the bondholders, and its lease was changed so as to require it to do so. Afterwards it brought about an exchange of the original bonds for others, at a lower rate of interest, but otherwise like the old ones, and mortgaged its road as additional security for them. In 1875 the Worcester & Nashua Railroad was authorized to purchase the bonds and stock of the obligor, providing for the continued exchange of stock for bonds on presentation. Finally the last step was taken of authorizing a consolidation on terms of perfect equality, which was carried out. Under the existing relations of the companies it was little more than a formal act. In view of the fact that every step taken was in pursuance of special legislation, it is not to be believed that the most important obligations which there were outstanding were forgotten, or were not contemplated. It is probable that this particular feature of them, which has been protected in 1875, was before the mind of the legislature. The effect of consolidation if, as we must assume, the terms prescribed and assented to were just was simply to bring together two groups of shares of equal value. Justice to the bondholders forbade allowing the Nashua & Rochester Railroad to extinguish itself to their detriment. No injustice was done to stockholders by continuing its tion, and those who dissent can not be compelled to assent.' For shareholders can not be forced into relations with new corporations without their consent. Having embarked their money in one venture, they can not be compelled, against their will, to transfer it to a larger or wider venture; and ac cordingly, in the absence of a governing statute operative at the time of the subscription, a consolidation must, in order to be valid, be by the unanimous consent of the shareholders of both companies. Those who, in such a matter as this, act without the acquiescence of all the stockholders, do so at their peril, and must take the consequences, if their act be undone at the instance of dissentient stockholders. Thus where two companies amalgamated and the shareholders in each received shares in the amalgamated company, but by reason of the opposition of some of the shareholders the original companies remained in existence; it was held that those who consented and received stock in the new company were still liable on the debts of the original companies. Though shareholders can not be forced into a new corporation without their consent, statutes in force at the time of their subscription which authorize consolidation, are regarded as entering into and existence under the altered name. We must decide a second time, that for the purpose of continuing the obligation of these bonds in existence according to their tenor, the defendant is the Nashua & Rochester Railroad Company. 1 Hamilton Co. v. Hobart, 2 Gray, 543; Gardner v. Hamilton Co., 33 N. Y. 421; Mowrey v. Indianapolis &c. R. Co., 4 Biss. 78; Blatchford v. Ross, 5 Abb. Pr. N. S. 441; s. c. 54 Barb. 42; Chapman v. Mad River &c. R. Co., 6 Ohio St. 119; In re Empire Assur. Co., L. R. 4 Eq. 341. 2 Blatchford v. Ross, 54 Barb. 41; Hartford &c. R. Co. v. Crosswell, 5 Hill, 383; Frothingham v. Barney, 6 Hun, 366. 3 Fisher v. Evansville &c. R. Co., 7 Ind. 407; Kean v. Johnson, 9 N. J. Eq. 401; Chapman v. Mad River &c. R. Co., 6 Ohio St. 119; Blatchford v. Ross, 54 Barb. 45; s. c. 5 Abb. Pr. (N. S.) 434; 37 How. Pr. 100; McVicker v. Ross, 55 Barb. 247; McCray v. Junction R. Co., 9 Ind. 358; Illinois &c. R. Co. v. Cook, 29 Ill. 337; Mowrey v. Indianapolis &c. R. Co., 4 Biss. 78; Nathan v. Tompkins, 82 Ala. 438; Indianapolis &c. R. Co. v. Taylor, 56 Tex. 96, 117; Hamilton Mutual Ins. Co. v. Hobart, 2 Gray, 543; Clearwater v. Meredith, 1 Wall. (U. S.) 25, 39. Mills v. Central R. Co., 41 N. J. Eq. 1, 13; Canada Southern Ry. Co. v. Gebhard, 109 U. S. 527; Middletown v. Boston &c. R. Co., 53 Conn. 351; Gates v. Boston &c. R. Co., 58 Conn. 333. 5 Ex parte Nash, 26 L. T. N. S. 689. 2 being a part of their subscription contracts. And under statutes of this character purchasers of stock are presumed to have bought it in contemplation of a possible transfer of the property by a majority vote of the stockholders. Without legislative reservation to that effect, amendments to charters or articles of association, authorizing either consolidations or subdivisions, do not bind dissenting shareholders. The court of highest authority has said that in conferring the authority to consolidate, the legislature never intended to compel a dissenting stockholder to transfer his interest because a majority of the stockholders consented to the consolidation; and that even if the legislature had manifested an obvious purpose to do so, the act would have been illegal, for it would have impaired the obligation of a contract. A clause in the charter that the company, "in matters not expressed in the charter, shall have the rights and privileges granted to the most 1 Sparrow v. Evansville &c. R. Co., 7 Ind. 366; Bish v. Johnson, 21 Ind. 269; Bishop v. Brainerd, 28 Conn. 289; Nugent v. Supervisors, 19 Wall. 241, 248. Cf. Cork &c. R. Co. v. Patterson, 37 Eng. L. & Eq. 398; Nixon v. Brownlow, 3 Hurl. & N. 686; Mansfield &c. R. Co. v. Brown, 26 Ohio St. 223. 2 Bates County v. Winters, 112 U. S. 325; Nugent v. Supervisors, 19 Wall. 241; Woodruff v. Erie Ry. Co., 93 N. Y. 609; Troy &c. R. Co. v. Boston &c. R. Co., 86 N. Y. 107; Abbott v. Johnstown &c. R. Co., 80 N. Y. 27; s. c. 36 Am. Rep. 572; Middletown v. Boston &c. R. Co., 53 Conn. 351; Gates v. Boston &c. R. Co., 53 Conn. 333, where the requisite majority was three-fourths; Bish v. Johnston, 21 Ind. 299; Sparrow v. Evansville &c. R. Co., 7 Ind. 369; Niantic Savings Bank v. Town of Douglas, 5 Bradw. 579; Simpson v. Denison, 10 Hare, 51, 56. 3 Pearce v. Madison &c. R. Co., 21 How. 441; Mowrey v. Cincinnati R. Co.. 4 Biss. 83; Clearwater v. Meredith, 1 Wall. 25; Tuttle v. Michigan Air Line, 35 Mich. 247; New Jersey 4 Clearwater v. Meredith, 1 Wall. 25, 39; Knoxville v. Knoxville &c. R. Co., 22 Fed. Rep. 758. Cf. March v. Eastern R. Co., 43 N. H. 515; s. c. 40 N. H. 548; s. c. 77 Am. Dec. 732. favored turnpike companies," will not be construed as conferring or implying power to compel a stockholder to consent that the corporation of which he is a member shall be united with another.1 § 354. Consent a question of fact.— To bind a shareholder in one company as a shareholder in another with which the first has been amalgamated, it is a question of fact to show that he agreed to become a member of that particular company. A policy holder cannot be said to have novated with an insurance company to which the company originally granting his policy has transferred its business, unless it can be proved that he intended to stand to the new company in the same position that he previously stood in to the old. The payment of premiums to the new company, and the fact that the name of the new company appears upon the headings of the receipts, are not of themselves sufficient evidence of such intention. A banking company was empowered to act or unite with, buy up or absorb, any other company carrying on any business included among the objects of the company. The directors determined to amalgamate with a bank and to wind up voluntarily. The agreement was confirmed at a general meeting of the stockholders. The amalgamation took place and the bank afterward was wound up. A shareholder in the first company, who had not consented to the amalgamation, was placed upon the list of contributories on the ground that he was a shareholder in the amalgamated companies. But his name was ordered removed from the list on the ground, first, that the power given to the directors did not extend to the absorption of the company itself; that there was no amalgamation in the proper sense of that term; that the old company had been wound up; that the shareholder was not bound by the votes of the majority of shareholders, and therefore had done nothing to connect himself with the new company. 1 Botts v. Simpsonville &c. Turnpike Co., (Ky. 1889) 10 S. W. Rep. 134. 341; Challes' Case, L. R. 6 Ch. 266; Ex parte Bagshaw, L. R. 4 Eq. 87. 4 Drew's Case, 16 L. T. N. S. 657. |