Commonwealth v. Lumber City Water Co.

Per Curiam, On or about June 9, 1898, the Lumber City Water Company executed and some time thereafter delivered to the Potter County Water Company, a similar corporation, a deed for áll of its franchises and property, real, personal and mixed. That the sale was made to the Potter County Water Company is admitted in the answer, and there is nothing to show that it was not in all respects valid or that any statutory requirement had not been complied with. The following findings of fact are not assigned as error: “On or about the ninth day of June, 1898, the defendant company executed, and some time thereafter, but before the commencement of this action, delivered to the Potter County Water Company, a like corporation, incorporated for the same purpose, a deed conveying to the said Potter County Water Company, its successors and assigns, all of its (the said defendant company’s) water works, pipes, mains, hydrants, and all franchises, contracts, bills, claims and all property, real, personal and mixed. Immediately upon the execution of the said deed, the defendant 320 company relinquished possession of and abandoned all its water lines, reservoirs and franchises, and ceased to operate any water lines and ceased and discontinued the furnishing of water. The Potter County Water Company took immediate possession of and operated the water system of the defendant company (claiming to own the same by virtue of said deed) and continued to hold the same and to have and enjoy all the property, rights, franchises and privileges of the defendant company, and all its property, real, personal and mixed, until the judgment of ouster was entered against it by the court of common pleas of Potter county and an injunction was issued against it by the said court.” By the sale everything that belonged to the Lumber City Water Company became vested in the Potter County Water Company: Hey v. Springfield Water Co., 207 Pa. 38; and the Act of April 17, 1876, P. L. 30, sec. 5, which authorized the sale, provides that when it was made the selling corporation ceased to exist. The words of the act are, that after such a sale the corporation making it “shall cease to exist.” There -is no room for doubt as to the effect of the sale in this case, for it is plainly stated in the act. After the Lumber City Water Company made the sale it ceased to exist, and it is hypercriticism on the part of those having charge of the corpse of the company to say that its existence is now admitted by the commonwealth in this proceeding to have a judicial declaration that, by the words of the statute, it died when it sold all that it possessed. The judgment is affirmed on the legal conclusions of the learned referee.