#### Collins vs. The Chicago, St. Paul & Fond du Lac Railroad Company.

An averment in a complaint that certain railroad companies authorized by law to consolidate, did consolidate and become one corporation under a certain name, is a sufficient averment of the consolidation, without setting forth in detail the steps taken by the different companies to effect such consolidation.

APPEAL from the Circuit Court for *Dane*County.

This was an action to recover the value of the retainer and services of the plaintiff, as an attorney for the Rock River Valley Union Railroa<jl Company, during two years last preceding the 11th of December, 1854. The defendant demurred to the complaint as not stating facts sufficient to constitute a cause of action'; but the circuit court overruled the demurrer, and from this decision the defendant appealed.

*Enos &*Hall, for appellant.

*Oollins, Atwood*& Haskell, for respondent.

December 11.

*By the*Court,

Cole, J.

Although the complaint in this case is not as specific and certain as it might have been, in setting forth the various steps taken to consolidate the different railroad companies therein mentioned, still we think it is sufficient on demurrer.

The complaint states that the Rock River Valley Union Railroad Company was made and became in 1850 a corporation, and so remained up to the time of the accruing of the indebtedness to the respondent; that thereafter, by an act of the legislature passed and approved on the 10th day of March, 1855, it was authorized to consolidate with the Illinois & "Wisconsin Railroad Company, and that it did in that year consolidate and become a corporation, under the name and style of the Chicago, *St. Paul & Fond du Lac Railroad Company;*that the latter company was afterwards authorized by the legislature to consolidate, and did in 1857 consolidate with the Wisconsin & Superior Railroad Company, and became a corporation under the name of the appellant in this action: and that the indebtedness of the Rock *493River "Valley Union Railroad Company to> tbe respondent for professional services, thus, under these various acts of consolidation, became due from tbe appellant. Tbis is tbe substance of tbe complaint.

Now, altbougb these allegations in respect to tbe consolidation of tbe various companies are quite general, we do not see bow they could be more specific without setting forth in detail all tbe steps taken by tbe different companies to effect their consolidation and make it complete. If that course bad been adopted, and all tbe matters connected with these transactions bad been set forth, it is very evident tbe complaint would have been very prolix. If general averments in a pleading are ever permissible, surely no case could be presented where convenience would excuse their use more than in tbe case at bar. It would be a work of' great labor to set forth all tbe acts and 'doings of these companies in completing their various consolidations *j*and as tbe respondent probably has not access to tbe books and records of tbe companies, it might be beyond bis power to do it. We therefore think tbe averments of tbe. complaint should be deemed sufficiently explicit, on demurrer.1 They must be considered as equivalent to alleging that everything was done, and every step taken by tbe various companies to render their acts of consolidation complete and effectual. Tbis we understand to be tbe only objection to tbe complaint, that it fails to show that tbe different companies did tbe acts and took tbe steps required by them to create a new company by tbe name of tbe appellant. In this respect we think tbe complaint sufficient.

Tbe order of tbe circuit court overruling tbe demurrer to tbe complaint is therefore affirmed.