Daily globe. [volume] (St. Paul, Minn.) 1878-1884, 1878-10-14
SUPREME COURT.

SUPREME COURT.
FULL TEXT OF DECISIONS FILED.
The First Diuisio,s of the st. Paul & Pacific
Railroad Company, appellant, as. William
Welsh, respondent,
OPINION.
In respect to the first error assigned by APP
pellant, it is urged and insisted that sin order
| to the existence of coupon there must be or
! must have been bond; that to prove coupon
| 1t ls essential first to show the execution of a
bond; that no recovery can be had in action
upon coupons without producing the bonds, or
showing In some way their issuance with the
coupons annexed, and that the latter have been
subsequently separated therefrom; that in this
case there is no evidence either of the issuance
of the bonds or that the papers called
coupons, upon which recovery was had
herein, were ever attached to or in any manner
connected with any other instrument what
ever" and consequently the findings of the
court in this regard are unsupported by evil
| dence. This objection of want of proof is
| made as to both classes of coupons, sued on,
but if good as to either, it is especially SO as
w 1utSc Cla1uleu 10 nave Deen Issued by the
st. Paul d Pacific company. In reference to
these latter, it is admitted in the answer that
an issue of mortgage coupon bonds of the tenor
and character described in the complaint, was
| m ade by the said st. Paul & Pacific Railroad
com pany, about the second day of June
1862, and that portion thereof was afterwards
issued and negotiated for value, and that the
| same are still outstanding and unpaid; but
the defendant denies all knowledge of in
formation as to how many of said bonds
were SO issued and negotiated or whether the
| ninety eight bonds particularly described in
the complaint were of such portion. It is al
legged in the complaint and admitted in the an
swer substantially as alleged, that the bonds of
such issue with the coupons annexed as men,
| toned in the complaint, including the ninety
eight in question, were secured by trust mort
gage deed cotemporaneously given and exc
line of railroad and the lands and franchises
thereto appertaining to Edmund Rice, Horace
Thompson and Samuel J. Tilden, rs trustees.
1t appears in evidence that in October, 1865,
the defendant made new issue of bonds Sc
| cured by mortgage deed. in trust for the e1-
press purpose among other things, of retiring
and taking up the issue of June I'd, 1862, in
which it is recited and stated az an admitted
fact that such last named issue and mort
gage amounted to $1.200000, and that
all the bonds OF that issue were issued and ne
gotiated by said ST. Paul q Pacific company and
and lien upon the said mortgage, branch line
of road, its lands and franchises, which it was
the object of the defendant to provide for SO
far as the bonds were outstanding and unpaid
by it's new issue of October, 1865. This indebt-
edness is also recognized by the defendant in
its annual report of 1874 to the railroad COM
missioner of the State. The coupons them
selves, p oduced by the plaintiff and repro
duced in evidence, correspond in their tenor
and character and in their numbers with those
specified in the complaint. They bear the same
date as the bonds issued June I'd, 1862, and
purport on their face to represent the interest
to accrue upon the real estate bonds of that
company therein referred to by their numbers
This evidence taken in connection with the adj
missions in the pleadings was sufficient as be-
tween the parties hereto to justify the court, If
respective of our statutes, in it's findings that
the st. Paul and Pacific company on the I'd dav
OF June. 1862, duly made. issued and negotia-
ted its bonds to the amount of 81 200 900 with
interest coupons attached, all payable to bear
er at the times and in the sums charged in the
complaint and that the several coupons sued on
are part of such issue and belong to the
plaintiff as the lawful holder and owner thereof
for value. The production of the bonds upon
the trial was unnecessary. 2 Daniels on Negt
lnsts.; see 1909 and cases there cited.
Ii. 1t is undoubted law that the charter of
a corporation, the burdens, duties, obligations
and liabilities. 1T imposes enter into and form
part of It's corporate existence as an insepa-
rable part of It's being. If, therefore, the OBJ
legation to assume and pay the liabilities of
the st. Paul and Pacific com any in respect to
| the coupons in con- roversy is imposed upon the
defendant corporation by the terms of it's char
ter. 1t ls binding upon it, irrespective of any
other consideration, and the questions dir
cussed by counsel as to the right of third
party to maintain action upon promise
made to another for his benefit. And as to the
equitable liability of corporation for debts
fah To TO
heretofore rendered by its promotors for it's
benefit. need not be considered. 1t is admitted
that the corporate existence of the defendant
is derived from the agreement and legislation
mentioned in the first subdivision of the
answer herein. The character and effect of
| the legislation and agreement upon the status
OF the defendant as corporation, was fully
considered and decided by the court in the
first division. Go Parker, IA Mimi, 297.
1t was then held that the defendant was Gre
ated and became corporate body by means of
| that agreement, and the proceedings had there
| under. and through the exercise in that
| way with the consent of the legislature of an
authority heretofore vested in the st. Paul q
Pacl1lc Railroad company which enabled it thus
| TO bring into being new corporation endowed
with portion of its lines of road and the lands
| and franchises pertaining thereto.
The stlpulations of that agreement then are
| not to be regarded in the light simply of pri-
vate stlpulatlons between the respective parties
thereto affecting them and their privies alone.
but they must be treated and construed as
| charter provisions binding and obligatory upon
the new corporation as an inseparable part of
the law OF It's being Thus considered, the
agreement made by Litchfeld for the contem-
plated new and separate organization ssto as
| sumo all the liabilities of the old company of
every name and nature no far as thew
| related to the transferred lines of
road subjected such new company Immediate
iy upon coming into existence to responsible
| NY Tor their payment to the parties holding
enen1 to the same extent as the old company
| was holden therefor. As to such liabilities Ii
| takes the place of the old company as it's legal
successor, and is primarily responsible for
| their payment as fully as upon its original OBJ
legations. Those liabilities included the cou-
pons in question of the st. Paul and Pacific
company, for they were issued on account Of
the lines of road which were transferred to the
| defendant upon its creation, and they clearly
| relate to such lines within the meaning of the
agreement making the transfer.
LII. The tendency of the action brought nv
| the trustees OF the mortgage given to secure
the bonds and coupons to foreclose the same is
no bar to this action brought by the plaintiff
upon portion of the coupons of which he ia
the owner and holder.
The question whether under our statutes two
distinct actions can be maintained at the same
| time are at law and another in equity for the
recovery of the same debt, or whether mort
gage VINO Is the lawful owner and holder Of g.
debt and mortgage given to secure it can
Drlng an action to recover the amount of the
| indebtedness which he is prosecuting in an
other suit, the mortgage to foreclosure is not
presented by the facts of this case. The mort
gagees who are prosecuting the foreclosure suit
gage security other than that conferred by the
mortgage or such as necessarily araae ov+ ne