old companies, but it is also subject to their liabilities.3 The fact of consolidation implies an acceptance by the newly-formed company of the rights and liabilities of the old ones, to the extent directed by the act authorizing the consolidation. Notes given by one of the old companies may be sued against the new one, under the name assumed on consolidation. So, of a demand for wages against one of the old companies; 5 and so, of a claim for damages for a personal injury sustained by reason of the negligence of one of the old companies. The act authorizing consolidation generally provides, however, for the continuance of the separate existence of the old companies as it respects all outstanding obligations to third parties, including those arising out of torts; and consolidation does not impair the existence of either of the old companies as it respects the prosecution of suits already commenced. Choses in action, transferred to the new corporation, may be enforced by it in its own name; 10 and it may compromise and settle a claim against either of the old companies.11 Where two or more companies are consolidated, and the new body thus formed assumes the debts and obligations of the old companies, its officers are neither necessary nor proper parties to an action to enforce a liability of one of the original companies; 12 if the plaintiff has a cause of action, it is against the new corporation alone.18 1 See § 189, ante; University of Vermont etc. v. Baxter, 42 Vt. 99. 2 Eaton etc. R. R. Co. v. Hunt, 20 Ind. 463; Indianapolis etc. R. R. Co. v. Jones, 29 id. 465; Powell v. North Mo. R. R. Co. 42 Mo. 63; and see Hopper v. Moore, 42 Iowa, 563; Montgomery etc. R. R. Co. v. Boring, 51 Ga. 582; Prouty v. Lake Shore etc. R. R. Co. 52 N. Y. 363. 3 Miller v. Lancaster, 5 Cold. 514. 4 Columbus etc. R. R. Co. v. Skidmore, 69 Ill. 566; see also Univer sity of Vt. etc. v. Baxter, 42 Vt. 99. 5 West. Union R. R. Co. v. Smith, 75 Ill. 496; and see Phila, etc. R. R. v. Howard, 13 How. 307. 6 Warren v. Mobile etc. R. R. Co. 49 Ala. 582. Nat. Steamship Co. 67 Barb. 285. Compare Miller v. 7 See Shaw v. Norfolk County R. R. Co. 16 Gray, 407; 2 N. Y. Rev. Stat. (6th ed.) 556; Gen. Laws of Cal. 1850-64, p. 136; Iowa Code, § 1275; Const. of Mo. art. xii, §§ 17, 18; Code of Ala. p. 542; East Tenn. etc. E R. Co. v. Evans, 6 Heisk. 607; Rome etc. R. R. Co. v. Ontario etc. R. R. Co. 16 Hun, 445; Penu'a College Cases, 13 Wall. 190. 8 Selma etc. R. R. Co. v. Harbin, 40 Ga. 706. See Warren v. Mobile etc. R. R. Co. 49 Ala. 582. 9 Prouty v. Lake Shore etc. R. R. Co. 52 N. Y. 363; Shackelford v. Miss, etc. R. R. Co. 52 Miss. 159; Baltimore etc. R. R. Co. v. Musselman, 2 Grant Cas. 348. 10 University of Vt. etc. v. Baxter, 42 Vt. 99; and see Columbus R. R. Co. v. Powell, 40 Ind. 37; Miller v. Lancaster, 5 Cold. 514; Cumberland College v. Ish, 22 Cal. 641. 11 Paine v. Lake Erie etc. R. R. Co. 31 Ind. 283. 12 Chase v. Vanderbilt, 62 N. Y. 307. 13 Chase v. Vanderbilt, 62 N. Y. 307. § 192. Of corporations created in different states.-Several states may, by competent legislation, unite in creating the same corporation, or in combining several pre-existing corporations into a single one.1 But it is held that such a union does not convert the old corporation into one company in the same way, and to the same degree that follows a consolidation of two companies within the same state.2 The status of a company acting under charters from two states, is that of an association incorporated in and by each of the states, and when acting as a corporation in either of the states, it acts under the authority of the charter of the state in which it is then acting, and that only-the legislation of the other state having no operation beyond its territorial limits. As it regards the federal courts, the jurisdictional effect of the existence of a corporation formed by the consolidation of corporations chartered by different states, is the same as that of a copartnership of individual citizens residing in different states.1 1 Railroad Co. v. Harris, 12 Wall. 65; Bishop v. Brainerd, 28 Conn. 289; Eaton etc. R. R. Co. v. Hunt, 20 Ind. 457. Compare Ohio etc. R. R. Co. v. Wheeler, 1 Black, 286; Railroad Co. v. Whitton, 13 Wall. 270. 2 Racine etc. R. R. Co. r. Farmers' etc. Trust Co. 49 Ill. 331. The new company stands in the same relation to each state as the original company in that state: Delaware R. R. Tax Case, 2 Abb. U. S. 323; 18 Wall. 206. 3 Quincy Bridge Co. v. Adams Co. 88 Ill. 615; and see Baltimore etc. R. R. Co. v. Gallahue, 12 Gratt. 658; Balt. etc. R. R. Co. v. Glenn, 28 Md. 287; Att.-Gen. v. Boston etc. R. R. Co. 109 Mass. 99. But compare Bridge Co. v. Mayor, 31 Ohio St. 317. 4 Railroad Co. v. Harris, 12 Wall. 65. See, generally, on this subject, Matter of U. S. Rolling-stock Co. 57 How. Pr. 16; Matter of Sage r. Lake Shore etc. R. R. Co. 70 N. Y. 220; Farmers' Bank r. Gettinger, 4 W. Va. 305; City of Covington v. Covington etc. Bridge Co. 10 Bush, 69; State v. Metz, 32 N. J. L. 199; Peik v. Chicago etc. R. R. Co. 94 U. S. 164; Railroad Co. v. Vance, 96 Ú. S. 450. A corporation may have a two-fold organization, and be, so far as its relation to one state is coucerued, both foreign and domestic. It may have a corporate entity In each state, yet in its general character be of a bi-fold organization: McGregor v. Erie Railw. Co. 35 N. J. L. 115. CHAPTER XVI. VISITATION. $193. Object and nature of. § 194. Who is visitor, and how appointed. $196. Jurisdiction of the courts. § 193. Object and nature of.-The object of subjecting corporations to the inspection and control of visitors, is, to maintain their peace and good government.1 Strictly speaking, the power of visitation applies only to ecclesiastical and eleemosynary corporations, and to these the power is a necessary incident.2 As it respects civil corporations, public or private, the legislature is itself the visitor, through the medium of the courts.8 1 See Rex v. Bishop of Ely, 2 Term Rep. 290; Att.-Gen. v. St. Cross Hospital, 17 Beav. 435; Binney's Case, 2 Bland, 141; Dartmouth College . Woodward, 4 Wheat. 518; Amherst Acad. v. Cowles, 6 Pick. 427. 2 Phillips v. Bury, 2 Term Rep. 346; Murdock v. Phillips Academy, 12 Pick. 244; Allen v. McKeen, 1 Sum. (C. C.) 276. 3 Amherst Acad. v. Cowles, 6 Pick. 443; Commonw. v. Del. Canal Co. 43 Pa. St. 295. And see titles MANDAMUS and QUO Warranto. § 194. Who is visitor, and how appointed.—The visitorial power over ecclesiastical corporations in England, is vested in the founder, his heirs and assigns, or if these fail, in the king and his successors. But, as will hereafter be seen, this has no application to religious institutions in this country.2 As it respects eleemosynary corporations, or those founded for charitable purposes, they are by the common law subject to the private government of the founder and his heirs, unless the visitorial power is given to some other person or body.4 The origin of this power is the property of the donor, and the power which every one has to dispose, direct and regulate lus own property.5 But the founder may, at the time of en dowment, assign the power to another person, in which case the latter will possess it to the exclusion of the founder's heirs. If trustees are appointed by charter to manage the charity, in accordance with the will of the founder, the power of visitation belongs to them in their corporate caparity. The legislature is the visitor of all civil corporations; and where a voluntary society accepts a charter granted by legislative authority, it thereby subjects itself to the supervision of the proper legal authorities having jurisdiction in such cases. Generally, as it respects colleges, academies, and schools in this country, the trustees named in the charter, and those chosen as their successors according to its terms, are not only trustees of the fund, but also take the place of the founder of the charity as its lawful visitors and overseers. The only duty of the courts is to see that the trust is faithfully executed. If general visitorial power is conferred upon the selectmen of a town in the capacity of trustees of an academy, the selectmen are not the agents of the town, and accountable to it for their acts as visitors;12 nor can they, in the exercise of their powers as visitors, be controlled by the town.18 They exercise a special authority, created by the will of the testator, or, if incorporated, conferred by the act of incorporation. 14 No particular form of words is required in order to assign or vest the power of visitation. 15 The words "let him be a visitor," in the charter or statutes, are deemed sufficient. 16 1 Rex v. Catherine's Hall, 4 Term Rep. 233. 2 See Tit. RELIGIOUS SOCIETIES; Robertson v. Bullions, 11 N. Y. 243. 3 Dartmouth College v. Woodward, 4 Wheat. 673; Sanderson v. White, 18 Pick. 328, 334; Re Berkhampstead School, 2 Ves. & B. 134; Att.-Gen. v. St. Cross Hospital, 17 Beav. 435. 4 Att.-Gen. v. Clare College, 3 Atk. 662; Edew v. Foster, 2 P. Wms. 325; Dartmouth College v. Woodward, 4 Wheat. 673. 5 Green v. Rutherford, 1 Ves. Sr. 462; Att.-Gen. v. Archbishop of York, 2 Russ. & M. 717. 6 Nelson v. Cushing, 2 Cush. 519, 530; Murdock v. Phillips Academy, 7 Pick. 304; King v. Bishop of Worcester, 4 Maule & S. 415. 7 Fuller v. Plainfield Academic School, 6 Conn. 532, 544; Dartmouth Coll. v. Woodward, 4 Wheat. 671; Allen v. McKean, 1 Súm. 276. |