Baltimore & Susquehanna Railroad v. Musselman

The opinion of the court was delivered July 16, 1856, by Lowrie, J. — The learned judge of the Common Pleas was right in deciding that the act of union or consolidation of this corporation with three others, under a law which continued all its liabilities, was not such a dissolution of the corporation, as abated an action commenced before the consolidation was effected. The law says, that the liabilities shall continue, or be assumed by the consolidated company. If they were assumed, then the new company must attend to the suit, and answer the judgment, for that was one of the liabilities by which this corporation was .bound; so, quaeunque via, the suit does not abate. But, without any such provision as the above, in the law authorizing the consolidation, a court of justice would not consider the mere voluntary union of several corporations into one, as equivalent to the death of either of them; or attribute to the law-making power, an intention of enabling them to discharge their liabilities in such a summary way. It is not a case of death, for the new corporation lives from the life of the old one; their several lives are transferred into it; and unlike ordinary cases of metempsy [353] chosis, this translation is accompanied by full consciousness of the former state, and its liabilities. If there has been a confusion of four lives into one, we leave, for another occasion, the decision, how far this one will be considered as assuming, or charged with, the duties of its several elements. Judgment affirmed.