Racine & Mississippi Railroad v. Farmers' Loan & Trust Co.

Citations

• 49 Ill. 331

Syllabus

<p>1. Corporations—bound by a parol contract made by their authorized agents. The doctrine is well settled, that a corporation, acting within the scope of its legitimate authority, is bound by a parol contract made by its authorized agent, the same as an individual under like circumstances.</p> <p>2. Statutes—construction of act of February 10th, 1863—incorporating the Rockton & Freeport R. R. Co.—power of the company to consolidate its stock with, and place the same under the control of a corporation of another State. Under the act of the legislature of February 10th, 1863, incorporating the Rockton & Free-port Railroad Company, said company was authorized, in event it should consolidate ■ its stock with that of a corporation outside of this State, as it was empowered to do, to place the control of the consolidated stock under the control of the board of directors of the foreign company.</p> <p>3. Corporations—effect of a corporation of this Stale consolidating with one of a foreign Slate. The consolidation of the stock of a railroad company created by the laws of Wisconsin, with that of one created by the laws of this State, does not constitute the corporations thus consolidating, one corporation of both States, or of either, but the corporation of each State continues a corporation of the State of its creation, although the same persons as officers and directors, manage and control both corporations as one body.</p> <p>4. Same—a mortgage made by the company created by the consolidation, upon the property of the Illinois corporation—is the deed of the latter—and is valid. And where, after such consolidation, by legislative act, the name of the Illinois corporation is made the same as that of the Wisconsin corporation, and a mortgage is made in the corporate name by the officers of the company as consolidated, upon the line of railroad of the Illinois corporation, such mortgage is the sole mortgage of the Illinois corporation, and is legal and valid.</p> <p>6. And