Alexandria gazette. [volume] (Alexandria, D.C.) 1834-1974, 1870-01-25

L
Tas Ju'u si ne Orange, Alexandria and hlanas
lyo,s .v,S,;;nd Company-an appeal from the |
S % la Of Common Pleas Of Bal!lmorcwln
'o-HU;ch il involved the question ol the laoiity
IS , consolidated company Tor the debts OF one
" tho varies when the consolldatlonwas not car
r;ad ont strictly in conformity with the terms OF
tho act. The case was an attachment on warrant
bv the appellant against the appellee. TO re-
cover an Indebtedness originally due to him 10y,
The Manassas Gap Railroad Company, and
which it was claimed the appellee had assumed
or became liable to pay.
IL appearS that negotiations We're pending III
regard to the transfer OF tho charter, franchise
es and property Of the Manassas Gap Compa'
nv to the appellee, and therefore to enable the
uarties to make the transfer, and Tor The pur'
pose also of comforting other powers aud PRIV
iIepes upon the corporation to be formed by the
the consolidation OF these companies, the Leg
islature OF Virginia passed an act OF Assembly
fan abstract OF which is given here IN the opln-
ion.)
The opinion says that this act Of Assembly
being all addtiona! grant OF powers and priv
Ieges to the appellee, an existing corporation
upon certain teruls and conditions, 1t will be
conceded that it could not operate or have any
binding effect unless accepted Was it thus
accepted is the question, the court says, upon
which the plaintiff right to recover must dc
pend.
1t appears that 1T the time Of the trial the
appellce was, and for u long time PRIOR thereto
had been in possession OF, and was exercising
acts Of ownership over the franchises, cars,
and other property OF the Manassas Gap Com
| pany, and had adonted and was known only by
the name OF the Orange and Alexandra and
Manassas Gap Company.
o,;Jo,o, ct,n,lipu rlhun If ipht
| have been inferred that tho appellee had &C.
copied the act oil 1867 upon the terms ard
conditions therein prescribed, because it is we'll
established that acceptance may be inferred
| from the exercise OF corporate powers, or 9TH
err uuequivocal acts on the part Of the corpora
tiou But this presumption, however well
| founded, cannot prevail against the direct
| proof to be found in the contract executed by
| the two companies declaring, In express Ian,
guaec, the terms upon which The transfer OF
| The charter and franchises of the Manassas Gap
| Company TO the appellee was made, and TO
which the acts of possession and uses relied on
| by the appellant are to be referred. An al
stact OF the contract IS here given.
The question OF acceptance therefore, the
opinion says, depends upon the legal effect
and operation OF this contract That the par
ties, by this instrument, did not intend by IL
| execution to accept the terms and conditions
| of the act OF 1867, We think quite clear The
| opinion here again quotes from tbs contract,
and says that "having thus declared the pur-
pose to accept only such Of the terms Of the
| statute are set forth In the contract The APP
! peee agrees to assume the debts ol the MA
naSsas Gap Company, rateaDiy 10 proportion 10
the value " the i,s2i5 lrah>lHIco ny Salu c'Ei
pany. ana ~ DC inc ih'i' ~ p''c''' il p' ''"'',
on this point, IL Is uecareu IT. Iu'''u'n'nt'''
| Of I lice
| shall NOT DC n"unn '"' n'o'e - ,:tr
auio"nt VI E'''' u'"''' VI " Any ~ ''"' VI "''''
| cnt prop"I''oh7'
mere then' Is olicnI leiuS ia y" 'nS P"it %
| oot' coinP'"ie' ~ .''e1P' ~. ''"S'' NV
privileges cohlcr:ou ~ VIZ '''''"'' ''l''' VIC
| conu1tlons presc' n.y.. .,.u.,,
r;cbt r. nuolifv tLn terms of lis acce nanr.. and
| ,Lnt ;rit meant to ,crnpt the statufc on terms
;,oaro;s,on. will, lie nrnri,;,ns th. ,..an,anr.
| l. vail "a lar ~ consistent. and void 10 far
| 90 r,nu,nanr thcr.to. yai1} q. tn ;j,r iransI,r
~ ~ tr.nnh;s". nnJ nronertv ~ ,hr Manassas
o., rn,nn,nc md lhr ossnmntinn I,y tLp .n
liz oi - thn j,htS [F tho rnr,nnr and - ~ r.
H. oo ~ 81 ,bo ,,,nr,nion ,,h;ch ,r.
wv ,,o;'Ia,t n,;,l, ,Ln I,w In n,I,.r ,ynrJu in
ln1''a:''o"e VIVA ~. -. ~
accupll"e t"' p.''nesen CI I W liz
s'at"te, Tue "P!!c'c l'1''''''"S "''a'''' ''""''
tpI L.. 49,, ,,,so ,,.,,,o,r,1 >, ,...I.,
Inc TWO c"lilpah'rS "e't 'iiilo"cu ~ I''"Ac
acontTaGt Of transfer prPVidc1 .he appG'lee as
sumed the payment OF all 1lle "eo'S III INC Nla
nassas nap COMPANY, ana W. wntn Inc contract
mus lllaue YVES G"allFliI! Wy 'no s;1ch no'ncts,
INC property ana 'rancni?Gs 81 aaaa eon'pIWTy
were 10 Ees' VI ''.H o'nSo,ia"..u loiu pI"y' ~"
SUCH contrast nowc'ca' was '1ou o. I"t' GI ,;c
contrary ny tne -, 1h' u =, Ill.,
Inc apiIee eSalrsSS ar.usIu W 1I w." INC
ucu.a ~ III 80 ,ho a.otm,a araI, w;u no
Iresc!ioIu W 'ne sta'u. 80 ,'n't I Ill., W.. NV
DC saln .alat u aSsuiupto" T." pay .nc n"J,s -
company auiul'tcu ~ ~ nop''osy .u,o,s'";
ratcuoy aIcoiu,"s w. .no v',u, =" ;tS Jab,
suUs'antiaiy al asiI " ''y ~ uou.: ~
or to be ascertalneu. ouch contract, 10 our
p,',I % I'D nsnvnr, nrou;sous r. tLn ,ct
"'rhc condition precedent, in consideration
Of which the amendment to the charter
of the appellee was granted. namely, its
assumption to lay the debts OF the Manassas