A Treatise on the Law of Railroads: Containing a Consideration of the Organization, Status and Powers of Railroad Corporations, and of the Rights and Liabilities Incident to the Location, Construction and Operation of Railroads; Together with Their Duties, Rights and Liabilities as Carriers, Including Both Street and Interurban Railways, Volume 1

Byron Kosciusko Elliott, William Frederick Elliott

Bobbs-Merrill Company, 1921 - Railroad law

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Table of Contents

Railroad companiesDefinition and characteristics	1

Usually but not always corporationsOther characteristics	5

Dual nature of railroad corporations	7

Railroad or railway	9

What are railroads	10

Railroad trackRight of wayRoadbed and roadway 7 Street railways	16

Street railways further considered	20

Elevated railroads	21

Dividend is irrevocableActions concerning	543

DemandNecessity and effect of 358 Declaration of dividend discretionary with directors	546

Power to borrow money or declare stock dividend 360 Remedies for abuse of discretion	548

Limitations upon authority to declare a dividendSuits to reclaim	550

Dividends should be paid out of the profits	552

Enjoining payment of dividends	554

Personal liability of directors	556

Dividends payable in scrip	557

90	22

Electric railroads	23

Cable railroads	25

Interurban railroads	26

CHAPTER II	28

Promoter may sell property to the corporation	32

Personal liability of promotersWhen partners	33

Representations by promoters 20 Contracts of promotersWhen binding on corporation	35

Legislative authority essential to creation of corporation 22 Creation by special charter	39

Acceptance of charter	40

Incorporation under general laws	41

Perfecting the organization	46

Defective organizationWaiverCollateral attack	47

As individual person citizen	50

Corporation confined to jurisdiction creating itBusiness elsewhere Comity	52

CitizenshipRemoval of causes	53

Residence and domicileJurisdiction	55

Federal corporations	57

Railroad in more than one stateCitizenship	58

Control of railroads in more than one state	60

Control of railroads incorporated in more than one state 38 Result of consolidation or concurrent action of several states creating new corporations	63

Railroad only a citizen or domestic corporation of the states that charter itEffect of mere license	67

Foreign corporationsCondition of admission to state 41 Railroads as property	71

Railroads as monopolies	73

Railroads as public highways	75

Definition	76

CHAPTER IV	78

Special charters and general laws	79

Acceptance of charter 47 Terms upon which charter is granted must be complied withProvisions in general laws	80

Particular corporation must be authorized	83

Construction of charterGeneral rules	84

Grants of monopolies and powers in derogation of public rights Perpetuity	87

Practical construction	89

Charter to build and operate a railroadWhat powers are included	90

Other powers of railroad companiesImplied powers included in cer tain grants	94

AmendmentPower must be reserved	97

Police regulations	101

Material amendments require unanimous consent of stockholders What are material	102

Statutory provisions authorizing amendments	105

ForfeitureStatutory provisions dispensing with judicial determination	106

Implied condition that corporate franchise is subject to forfeitureJu dicial determinationCauses for forfeiture	108

Grounds of forfeitureIllustrative cases	110

When duty to declare forfeiture is mandatory and when discretionary 62 What is not cause for forfeiture	114

Waiver of forfeitureCollateral proceedings	118

Proceedings to forfeitQuo warrantoParties	121

Proceedings must generally be in court of lawStatutory provisions	123

Collateral proceedingsPleadings and judgment in forfeiture proceed ings	124

Repeal of charterReserved power	126

Repeal where conditional power is reserved	127

Rule where power to repeal is not reserved	129

Effect or repeal 71 Repeal of by general laws 72 Charter is subject to general laws reserving power to repeal	131

Expiration of charter	132

CHAPTER V	135

Charter and franchise distinguished	137

Grant of corporate franchises	138

Consideration for the grant of a franchise	139

Nature of a franchise further considered	140

Franchise of being a corporationPrimary and secondary or general and special franchises	142

Difference between a franchise and a license	146

Sale of corporate property essential to exercise of franchisesLimita tion of right to sell	147

Effect of attempt to sell or encumber franchise	148

Judicial sale of franchises	149

Sequestration	151

Seizure of corporate franchise under power of eminent domain 87 Dissolution by authorized sale of franchisesSpecial franchise may survive dissoluti...	153

CHAPTER VI	156

Classes of stock 92 Shares of stockCertificates	159

Call should affect all alikeMotive and expediency	161

CertificatesHow far negotiableShares are personal property 94 New certificates in place of lostFraud	165

Preferred stock	167

When preferred stock may be issuedRights and remedies of dissent ing stockholders	168

Holder of preferred stock not a creditorHis rights and remedies	170

Rights of preferred stockholders after payment of guaranteed dividend	173

Future dividend Deferred dividendsStock reduction 100 Rights of preferred stockholders on dissolution	174

Guaranteed interestbearing income and debenture stock 102 Increase and reduction of capital stock	178

Watered stock	181

Watered stock not absolutely void	183

Rights of creditors and liabilities of holders of watered stock	185

Stock paid for by overvalued propertySale of stock on market	186

Sale and transfer of stock	188

Who may own and transfer shares	192

Purchase and sale by trustees and fiduciaries	194

Right of corporation to buy and sell stock	196

Unlawful combinations and conspiracies to vote or prevent voting	199

Gifts and bequests of stock	200

Formalities of transfer	201

Registry of transfer	202

Lien of corporation on stock	206

Waiver of lienEnforcement of lien	209

Condemnation of stock	211

CHAPTER VII	212

Preliminary agreements to subscribe	213

Subscriptions generallyForm	217

Construction of contract of subscription	219

Contracts of subscription are several 124 Effect of statutes requiring cash deposit to complete subscription	220

Who may subscribe for stock	223

Presumption that one whose name is subscribed is a stockholder	225

Implied promise to pay subscriptionConsideration	226

Payment of subscriptionTrust fund doctrine	227

Conditional subscription	233

Implied conditions	235

Valid and invalid conditions	237

Conditional subscription is a mere offer until accepted	238

Subscriptions in escrowParol evidence	239

Waiver of conditions	241

When conditional subscription becomes payable	244

Construction of conditional subscriptionsWhat is a sufficient compli ance with conditions as to time of beginning and completing road	245

Subscriptions payable as work progresses or upon expenditure of a cer tain amount	248

Failure to perform parol condition will not defeat subscription	249

Conditions in notes	250

Subscriptions conditioned upon location or construction of the road 141 Effect of alteration in route fixed by charter	254

Effect of abandonment or sale of road	256

Condition as to terminusQuestion of intention for jury 144 What is sufficient compliance with condition as to terminus or location of depot at a certai...	257

General rule of constructionPerformance of condition by consolidated company	258

Fraudulent representations in obtaining subscriptions 147 Misrepresentations in prospectus and by agents generally	266

Fraud may be shown by parol evidence 149 Subscriber must be free from negligence in order to be released upon the ground of fraud	268

Subscription induced by fraud is merely voidableWhen it will be enforced	269

Ratification and estoppelRescissionRights of creditors	270

CHAPTER VIII	274

CallsNature and effect	276

Directors may make callsDelegation and ratification 158 Directors must act as a bodyDe facto boardIllegal calls	278

Discretion of board in making calls 160 Charter and statutory limitations upon discretionPeriodical instal	279

ments	281

Requisites of notice	282

Constructive notice	283

Waiver by stockholder of notice and formalities of callEstoppel	284

Demand and suit for assessment	285

Assignment of right to collect subscription or assessment 168 When courts may compel call and payment	286

Extent of stockholders liability for assessmentsAgreements as affect ing liability	287

Liability of holder where stock purports to be paid up but is	288

Construction of charter and statutory provisions regarding assessments 172 Remedies where stockholder fails to pay subscription or assessment Forfei...	289

Cumulative remediesElection	291

Effect of forfeiture	294

Statutory method of forfeiture must be pursued	295

Notice of forfeiture	297

Defeating and annulling forfeitureEstoppel	298

CHAPTER IX	300

When one becomes a stockholder	301

Rights of stockholdersRight to vote	303

Who has right to voteHow determined	304

Right of trustees and receivers to vote	307

Right of corporations and voting trusts to vote	308

Number of votes to which stockholder is entitledCumulative voting 186 Quorum must be present	311

Voting by proxy	312

Other powers of stockholdersRights of minority 189 Stockholders meetings	315

Remedies of stockholders	319

Unregistered assignees and third person can not sue 192 When stockholders may sue or become parties	322

Right to recover insurance	325

Other rights and remedies of stockholders	326

Stockholders as agents of the corporation	328

Notice to stockholders 197 Stockholders right to inspect books	330

Stockholder is disqualified to serve as judge or juror where corporation is interested	331

Compromises with stockholders 203 Liability where stock is transferred	339

When creditors may enforce unpaid subscriptionsJudgment and exe cution against corporation	340

Effect as against stockholder of judgment against the corporation	342

Stockholders defense	344

Methods of enforcing stockholders liability	345

Contribution	348

Suits by assignees and receivers	349

Statutory liability of stockholders	350

Defenses to actions to enforce statutory liability	352

Who may institute action to enforce statutory liability 213 How statutory liability is enforcedJudgment and execution against the corporation	355

Priority among creditorsForumContribution	357

When stockholders are liable as partners	358

CHAPTER X	362

Power to make bylaws	363

Who are affected by corporate bylaws	364

Limits of power to make bylawsReasonableness a question for the court	365

Power to make bylaws resides in stockholdersWhen directors may make 224 Formalities of enactmentProof	367

Amendment and repeal 226 Enforcement of bylaws 227 Rules and regulations in England	369

Examples of rules and regulations which railroad companies may make Rules affecting passengers	372

Rules affecting shippers and freight	376

Rules affecting employes	377

Enforcement of rulesPenalties	378

Reasonableness of rulesWhen a question of fact and when a question of	379

Failure to enforce rulesWaiver or abrogation	380

CHAPTER XI	382

Statutory privileges bestowed on agents 243 Officers generally	384

Qualifications of officers 245 Election of officersGenerally	385

Agents generally 247 Proof of the existence of the relation of principal and agent	387

Proof of authority	388

Agency inferred	389

Powers duties and authority of officers and agents generally	390

Authority of agentLine of duty	395

Scope of authorityGeneral conclusions 253 Contracts by agentsGeneral doctrine	400

Declarations and admissions of agents	402

Declarations of agentRes gestae	403

Exercise of authority by agentsIllustrative cases	406

Scope of authorityIllustrative cases	408

Authority of agentEmergencies and special circumstances 260 Authority of agentsEmployment of surgeons	411

Physicians and surgeons 262 Delegation of power by directors	419

Employment of subagents and servants	420

Notice to agents or officers	421

Ratification	424

Acts that may be ratified 267 RatificationWhat constitutes	426

Compensation of officers	427

Individual liability of agents for their torts	428

Bonds of officers and agents	429

SuretiesBonds of officers and agents	432

CHAPTER XII	435

Different classes of officersGenerally 276 The governing boardGenerally	436

Governing board not the corporation	437

The board of directors represents the corporation	438

DirectorsGenerally 280 Number of directors 281 DirectorsHow chosenGenerally	440

Eligibility to the office of director	441

Ineligibility because of connection with competing lines 284 Election of ineligible person to officer of director 285 Officers de factoGenerally	443

Election of ineligible personsWho may question right to office 287 Directors de factoIllustrative cases	445

De facto directorsTwo boards	446

Holding overFailure to elect 290 Powers of directorsSource	447

Powers of directorsGenerally	448

Powers of directorsIllustrative cases	450

DirectorsPowers ofOrganic changes	453

DirectorsExtent of authorityGenerally	456

Powers of directors general conclusion 296 DirectorsOfficial actionPreliminary	457

DirectorsOfficial action 298 DirectorsDelegation of authority	458

DirectorsDelegation of authorityIllustrative cases 300 DirectorsAction where the mode is prescribed	461

DirectorsMeetings	464

DirectorsMeetingsStated and special 303 DirectorsMeetingsNotice	465

DirectorsMeetingsProxiesQuorum	468

DirectorsMeetings outside of the state	469

DirectorsProceedingsRecord	470

DirectorsCorporate records as evidence	471

Proof of the proceedings of the board of directors	472

Notice to directors	473

DirectorsAdmissions and declarations	475

Ratification of the acts of directors 312 DirectorsRemoval from office	476

Compensation of directors	478

DirectorsRelation to stockholdersPreliminary 315 Directors considered trustees	481

Directors as trusteesIllustrative cases	483

DirectorsDealings with corporation	487

Termination of fiduciary relations 319 DirectorsLiability ofGenerally	491

DirectorsLiability in matter of contract	493

DirectorsErrors of judgment	494

DirectorsLiability for negligence	495

DirectorsFraud on third persons	496

CHAPTER XIII	499

PresidentIncidental powers	501

PresidentImplied powers 328 PresidentPowers implied from grant of authority by the board of directors	502

PresidentInfluence of usage	505

PresidentApparent authority 331 PresidentRatification of unauthorized acts	506

PresidentDealings with corporation 333 PresidentRelation to shareholders	507

TreasurerGenerally	508

TreasurerDutiesLiabilities 336 TreasurerCare of corporate funds	510

Secretary	511

Managing agents	512

Superintendent	514

SuperintendentGeneral conclusion	516

Intermediate agents	517

Intermediate agentsAgent for one purpose not for another 343 Intermediate agents and servants distinguished	518

Conductors	519

Station agents	522

CHAPTER XIV	532

Rights of life tenant and remaindermanApportionment of dividends 354 Duties of life tenantTransfers 355 Dividend is not property of the corporatio...	542

Stock dividends	558

Dividends payable without discrimination	560

CHAPTER XV	563

What is sufficient authority	566

Statutory mode must be pursuedCollateral attack	568

Intention to consolidateDifference between succession and consoli	571

Right of majority to effect consolidationWhen minority may prevent Release of dissenting subscribers	573

Right to condemn shares of dissenting stockholder 376 Statutory provisions for consolidation	576

Rights of old stockholders and their relation to the new company	579

Remedies for old stockholders 379 Consolidated company succeeds to rights and liabilities of the old com	581

panies	582

Special privileges and immunitiesWhen they pass to the new company	585

When special privileges do not pass	587

Duties and obligations of new company	588

Liability of new company on old contracts	589

Liability of new company for tortsExtent of liabilityGenerally	591

Constituent companies are usually dissolvedWhen	593

Duration of life and franchises of consolidated company	596

Effect of consolidation upon liens	597

De facto consolidationEstoppelLiability of constituent companies where consolidation is set aside	599

Effect of consolidation upon pending suits	601

Consolidation with foreign corporations	603

CHAPTER XVI	607

ContractsPower to makeGenerally	608

ContractsScope of corporate power	609

General power to contractIllustrative instances	611

Power to contractControl of by courts	613

Effect of changes in charter	614

ContractsFormal requisites	615

Formal defects 402 ContractsWho may makeGenerally	617

Contracts by interested persons	618

Mode prescribed must be pursued	620

ContractsParties bound to take notice of charter provisions 406 ContractsUnauthorizedNotice	622

EstoppelGenerally	624

Ratification of unauthorized actsRights of the public and of creditors	625

Contracts in conjunction with other parties	626

Pledge of corporate securities 411 Contracts between connecting linesDivision of fares	627

Contracts permitting use of part of road	628

Contracts regarding terminal facilities	629

Traffic contractsSurrender to competing line 415 Contracts with municipal corporations for terminal facilities 416 Use of tracks constructed under gr...	632

Contracts for location of stations	633

Location of tracks switches and the like	634

Contracts that may be made by railroad companiesParticular instances 420 Pooling contractsGenerally	637

Pooling contractsThe authorities	639

Pooling contractsPresumption 423 ContractsUltra viresDefinitions	641

ContractsUltra viresGeneral doctrine	643

ContractsWhat are ultra viresGenerally	646

ContractsUltra viresEstoppel	647

ContractsUltra viresExecuted and executory contracts 428 ContractsUltra viresCases discriminated	652

ContractsUltra viresIllustrative instances	655

ContractsUltra viresRule where statute prescribes consequences 431 ContractsUltra viresInjunction	659

ContractsUltra viresDenial of reliefLaches	660

ContractsUltra viresWho may contest	661

ContractsUltra viresCreditors	662

ContractsUltra viresNonassenting stockholders	664

Illegal contractsGenerally	667

Illegal contracts and ultra vires contracts discriminated	668

Classes of illegal contracts	669

Contracts void because against public policy	670

Contracts against public policyLocation of stations and tracks 442 Contracts void as against public policyGeneral conclusions	676

Contracts void as against public policyIllustrative cases 444 Contracts rendered unenforcible by statute subsequently passedRights and remedies	681

CHAPTER XVII	683

What railroad property is real estate	684

Statutory authority requisite 452 Power to acquire real estateImplied powerGenerally	686

Implied power to acquireGeneral rule	687

Implied powerIllustrative instances	688

Power to acquire real estateInstances of denial of power	690

Title to real estate is in the company	691

Title once vested not divested because property subsequently becomes unnecessary 458 Effect of conveyance to corporation of land it has no power ...	692

Right of foreign corporation to hold real estate	693

The power to acquire by grant broader than the power to acquire by condemnation 461 Acquisition of the fee by private grant	695

Acquisition of title by adverse possession	698

Possession of landTo what right referred	700

Rights of company where land is owned in fee 465 Effect of conveyance of property the company is not authorized to acquire	701

Questioning the right to hold real estate	702

Enjoining purchase of real estate where no power to receive and hold 468 Executory contract of purchase not enforceable where there is no power to...	703

Deed to company not in existence	704

Formal execution of conveyances and agreements relating to real estate 472 Contracts under corporate sealEffect as evidence	707

Acceptance of deed 474 Distinction between a donation of lands and a sale	708

Deeds of companyBy whom executed	709

Construction of deeds to railroad companiesGenerally	710

Deeds to railroad companiesConstruction of conditions	712

Grants BeneficialPresumption of acceptance 479 Incidents pass with principal thing granted 480 Effect of designating in the deed the purpose for wh...	713

Covenants that run with the land	715

Merger of preliminary agreement in deed 483 Bonds for conveyanceSpecific performance	716

Presumption that there is power to hold the land 485 Power to convey real estate	718

Dedication of land for use as a highway	719

Disposition of property corporation has no power to receive and hold Escheat	720

CHAPTER XVIII	722

What the legislature may prescribe	724

Power to lease not an implied oneLegislative authority requisite 493 The power to leaseGeneral rule	725

The foundation of the rule	726

Power to accept a lease	727

Statutes asserted to confer power to lease are not aided by construction	728

Statutes strictly construedIllustrative instances 498 StatutesConstruction	730

What is included in the authority to execute a lease	731

Scope of authority to lease	732

Statutes conferring power to lease must be strictly followed	733

Consent of stockholdersStatutory requirement must be obeyed 503 Concurrence of stockholders necessary	734

What number of stockholders must assent to the lease	737

Consent of stockholdersWaiver of objections	738

Lease where parties are corporations of different states 507 Authority to execute lease has no extraterritorial effect 508 Rights of foreign lessors 509 ...	741

Lease to competing linesEffect of statutes prohibiting	742

Effect of executing unauthorized lease	744

LeaseConstruction	745

LeaseDependent and independent contracts	746

Contract to permit use of track not necessarily a lease	748

Traffic contract not valid if it is in effect a lease	749

Contracts granting right to useEffect and construction of 517 518 Part performanceEffect of Duration of a lease	752

Effect of lease on taxation	753

Public duties of lessee under an unauthorized leaseMandamus 521 Authorized leaseDuty of lessee to operate the roadMandamus	755

Lessee not liable for wrongs committed prior to the execution of the lease	756

Effect of a lease upon rights of creditors	757

Authorized leaseRights and duties to which lessee company succeeds 525 Contract obligation of lessorLessee not liable thereon 526 Recovery of rent ...	760

Improvements of road by lessee operating under an unauthorized lease	761

Receivers power to lease	762

Unauthorized leaseLiability of lessorGenerally 530 Authorized leaseLiability of lessor for injuries caused by negligence of lesseeCases holding lessor ...	764

Authorized leaseLiability of lessor for negligence of lessee in operat ing the roadAuthorities	766

Authorized leaseLiability of lessor for negligence of lessee in operat ing the roadViews of the authors	767

Control reserved by lessor	770

Liability of lessee under authorized leaseIllustrative cases 535 Unauthorized leaseLiability of lessor to employes of lesseeGenerally	772

Liability of lessor to employes under Federal Employers Liability Act 537 Unauthorized leaseLiability of lessorGeneral rule 538 Liability of lessee fo...	777

Contracts of the lessee	778

Joint liability 541 Liability of company where it permits another company to use track in common with itself	779

Fraudulent leases	781

Unauthorized leaseInjunction	782

CHAPTER XIX	784

Power to guaranty bonds	786

Income bonds	790

Convertible bonds	791

Negotiability of bondsBona fide purchasers	793

Form and manner of issuing bondsEffect of irregularities	798

Interest coupons	801

Payment of bonds and interest	804

No power to mortgage without legislative authority 554 Legislative authority to mortgage	808

Distinction between authority to mortgage franchises and authority to mortgage property	809

Who may execute the mortgage	810

Ratification by stockholders of unauthorized or improperly executed mortgage	812

When ultra vires mortgage may be made effective 559 Recording mortgages	815

Generally as to what property is covered by the mortgage	817

What is covered by a mortgage of the undertaking	821

Mortgage of afteracquired property	822

Afteracquired propertyWhen lien attachesWhat it includes	823

FixturesRolling stock	828

Reserved power to create prior lien or dispose of unnecessary property 566 Priority of mortgages	830

Trust deeds	833

Equitable and defective mortgages	834

Statutory mortgages	836

Debentures	837

CHAPTER XX	839

Option to declare whole debt dueElection	842

Foreclosure for default in payment of interest	844

Parties to foreclosure suitPlaintiffs	846

Bondholders as plaintiffs	848

Pledgees assignees and others as plaintiffs 581 Defendants in foreclosure suitsGenerally 582 When other lienholders should be made defendants 583 ...	861

Effect of provisions giving trustees the right to take possession and sell	863

Rights and duties of trustees as to possession and sale	864

Right to foreclose still exists	865

The decree	868

Consent decree	869

Deficiency decree	870

Final and appealable decrees	871

CHAPTER XXI	874

Execution sales	878

Foreclosure salesAuthorityPurchasers	880

Sale on default in payment of interestSale of road as an entirety	882

Sale of consolidated roadSale by receiver pending foreclosure 600 Discretion of trustees and officers as to time and manner of sale	885

Effect of salePurchasers title	886

What passes to purchaser at foreclosure sale	889

When purchaser takes title free from liabilities and liens	890

Disposition of proceeds of sale	894

Disposition of proceedsPurchaser not bound to see that they are properly applied 606 Preferred claimsSix months rule	895

Setting sale asideGroundsWho may	900

Setting sale asideWhat is not sufficient ground	904

Redemption	906

Reorganization by purchasers at salePower of legislature to provide	908

Reorganization through purchasing committee	911

Statutory reorganizationLiability of new corporation	912

Reorganization by agreementRights of minority	916

Rights and obligations of the partiesLaches and estoppel	918

Fraud in the sale of reorganization 616 Reorganization by the courts	922

CHAPTER XXII	925

Receivers generally	926

Jurisdiction of courts of equityStatutory provisions	928

Jurisdiction is sparingly exercisedPurpose of appointment	931

General rules as to when receivers of railroads will be appointed	932

Receivers will not be appointed merely because parties consent	935

Extent to which jurisdiction has been exercised 626 Insolvency as ground for appointment of receiver	937

When insolvency is sufficient without default	939

Default in payment of indebtedness as ground for appointment	940

Appointment in foreclosure proceedings	943

Other grounds for appointment	945

Appointment upon application of unsecured creditors	948

Appointment upon application of secured creditors	951

Appointment upon application of stockholders	955

Appointment upon application of corporation	957

What court may appoint	959

Court first obtaining jurisdiction retains itConflict of jurisdiction 637 Extraterritorial jurisdiction 638 Ancillary appointmentComity	970

ProcedureEx parte application	975

Parties to proceedings for appointment of receiver 641 Appointment upon motion or petition and noticeAffidavits Who may appointAppointment in ...	980

Suit must generally be pending	981

Who may be appointed receiver	982

Order appointing receiver	986

Effect of appointment	987

Collateral attack on appointment	990

Title and possession of receiver	991

Authority rights and duties of receiverControl by court 650 Contracts of receiver 651 Suits by receiversAuthority to	998

When receiver may maintain suitDefenses to receivers suit	1001

Right of receiver to use in other jurisdictionsComity 654 Suits against receiversLeave to sue must be obtained	1006

Effect of failure to obtain leave to	1010

Effect of recent Act of Congress	1012

Rule where suit has been commenced before appointment of receiver	1016

Protection of receiver by the court	1018

Liability of receiversGenerally	1021

Liability for torts	1023

Receiver is bound to perform public dutiesMandamus 662 Liability on contracts	1028

Liability on claims arising from operation of the road	1029

Operating expensesPriority of claims	1031

Liability of corporation	1032

Receivers of leased lines	1035

Receivers accounts	1038

Compensation of receiver	1039

Attorneys fees	1044

Removal and discharge	1046

Effect of removal or discharge	1048

CHAPTER XXIII	1050

Purposes for which receivers certificates may be issuedExtent of power	1052

Purposes and circumstances justifying issuance	1055

Purpose or circumstances not justifying issuance	1056

Order giving authority to issue	1057

Lien created by receivers certificates	1061

Statutory provisions as to lien	1062

Negotiability of receivers certificates	1063

Rights of holders of receivers certificates	1064

Who may question validity of receivers certificates 686 Payment and redemption of certificates	1068

CHAPTER XXIV	1070

Trust fund doctrine	1071

When a corporation is deemed insolventEffect of insolvency	1074

Assignments by corporations	1075

Preferences by corporations	1077

Preference of stockholders and officers	1078

Statutory preference of employes	1082

What constitutes a dissolution	1083

Judicial determination of dissolution	1085

Voluntary dissolutionSurrender of charter	1086

Proceedings to dissolve	1088

Dissolution in case of consolidated company	1090

Effect of dissolution	1091

Corporation may have a qualified existence after dissolution	1092

Disposition of property on dissolution	1094

Rights of creditors upon dissolution	1096

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Byron Kosciusko Elliott,William Frederick Elliott
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Byron Kosciusko Elliott,William Frederick Elliott
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Popular passages

Page 1013 - In respect of any act or transaction of his in carrying on the business connected with such property...‎

Appears in 188 books from 1852-2000

Page 978 - ... shall be the trustees of the creditors and stockholders of the corporation dissolved, and shall have full power to settle the affairs of the corporation, collect and pay the outstanding debts, and divide among the stockholders the moneys and other property that shall remain, after the payment of debts and necessary expenses.‎

Appears in 121 books from 1777-1991

Page 396 - And in determining whether a particular act is done in the course of the servant's employment, it is proper first to inquire whether the servant was at the time engaged in serving his master. If the act be done while the servant is at liberty from the service, and pursuing his own ends exclusively, the master is not responsible. If the servant was, at the time when the injury was inflicted, acting for himself, and as his own master pro ternpore, the master is not liable.‎

Appears in 48 books from 1803-1966

Page 875 - All contracts made by a corporation beyond the scope of those powers are unlawful and void, and no action can be maintained upon them in the courts> and this upon three distinct grounds: the obligation of every one contracting with a corporation, to take notice of the legal limits of its powers ; the interest of the stockholders, not to be subjected to risks which they have never undertaken ; and, above all, the interest of the public, that the corporation shall not transcend the powers conferred...‎

Appears in 108 books from 1861-1999

Page 228 - Unpaid stock is as much a part of this pledge, and as much a part of the assets of the company, as the cash which has been paid in upon it. Creditors have the same right to look to it as to anything else, and the same right to insist upon its payment as upon the payment of any other debt due to the company.‎

Appears in 87 books from 1870-1982

Page 648 - corporation which is ultra vires in the proper sense, that is to say, outside ot the object of its creation, as defined in the law of its organization, and, therefore, beyond the powers conferred upon it by the legislature, is not voidable only, but wholly void, and of no legal effect.‎

Appears in 79 books from 1861-1997

Page 875 - The charter of a corporation, read in the light of any general laws which are applicable, is the measure of its powers, and the enumeration of those powers implies the exclusion of all others not fairly incidental.‎

Appears in 42 books from 1861-1962

Page 665 - A prohibitory statute may itself point out the consequences of its violation, and if, on a consideration of the whole statute, it appears that the legislature intended to define such consequences and to exclude any other penalty or forfeiture than such as is declared in the statute itself, no other will be enforced, and if an action can be maintained on the transaction of which the prohibited transaction was a part, without sanctioning the illegality, such action will be entertained.‎

Appears in 16 books from 1881-1978

Page 1004 - He has no extra-territorial power of official action; none which the court appointing him can confer, with authority to enable him to go into a foreign jurisdiction to take possession of the debtor's property ; none which can give him, upon the principle of comity, a privilege to sue in a foreign court or another jurisdiction, as the judgment creditor himself might have done, where his debtor may be amenable to the tribunal which the creditor may seek.‎

Appears in 59 books from 1855-1988

Page 978 - Upon the dissolution of any corporation created, or to be created, and unless other persons shall be appointed by the legislature, or by some court of competent authority, the directors or managers of the affairs of such corporation at the time of its dissolution, by whatever name they may be known in law, shall be trustees of the creditors and stockholders of the corporation dissolved, and shall have full power to settle the affairs of the corporation...‎

Appears in 110 books from 1829-1999

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Title	A Treatise on the Law of Railroads: Containing a Consideration of the Organization, Status and Powers of Railroad Corporations, and of the Rights and Liabilities Incident to the Location, Construction and Operation of Railroads; Together with Their Duties, Rights and Liabilities as ..., Volume 1 Volume 1 of A Treatise on the Law of Railroads: Containing a Consideration of the Organization, Status and Powers of Railroad Corporations, William Frederick Elliot A Treatise on the Law of Railroads: Containing a Consideration of the Organization, Status and Powers of Railroad Corporations, and of the Rights and Liabilities Incident to the Location, Construction and Operation of Railroads; Together with Their Duties, Rights and Liabilities as Carriers, Including Both Street and Interurban Railways, William Frederick Elliott The making of modern law
Authors	Byron Kosciusko Elliott, William Frederick Elliott
Edition	3
Publisher	Bobbs-Merrill Company, 1921

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