Burge v. St. Louis, Memphis & Southeastern Railroad

REYBURN, J. The sole question presented for determination is, whether in the form and upon the proof herein submitted, the defendant St. Louis, Memphis & Southeastern Railroad Company is responsible for a tort committed by its vendor, the Southern Missouri & Arkansas Railroad Company. There are two methods recognized by the statutes of Missouri by which railroad corporations may become associated or merged. By section 1059 of the Revised Statutes of 1899, provision is made for the amalgamation of two or more railroad companies in this State, and the formation of one company; sec. 1061 contemplates the manner adopted by defendant in this case, and expressly legalizes the extension of the line of any railroad company organized under the laws of this State, by acquiring by purchase any line of railroad within or without this State-, and [465] the acquisition and ownership of the assets and property of the company so bought. Under the section of consolidation (1059) the absorbing corporation succeeds to all the powers, rights and property of the consolidated companies and becomes subject to all their obligations and liabilities. Under the section making-valid the purchase by one railroad company of the line and property of another railroad company, no responsibility is imposed on the purchasing company for the obligations of its vendor. It is manifest that no statutory liability resulted from the mere purchase by defendant, and in the absence of averment and proof that it acquired and succeeded to the line and property of the selling company otherwise than as a purchaser in good faith and for -a valuable consideration, the transaction in nowise differs in legal effect from the purchase of any other property, realty or personalty, and no duty is devolved by law upon defendant to respond to the liabilities, whether in tort or in contract of the selling ' corporation. A mere purchase in good faith for value imposes no such obligation. Powell v. North Missouri R. R. Co., 42 Mo. 63; Hoard v. C. & O. R. R., 123 U. S. 222; Fogg v. Blair, 133 U. S. 534. The decisions quoted by respondent are not antagonistic to the propositions herein advanced; an analysis will reveal that those and similar cases which might be cited, as the recent case of Berthold v. Land Company, 91 Mo. App. 233, decided by this court, are based on equitable doctrines and involve the recognition and enforcement of equitable rights and liabilities. The judgment herein will be reversed. All concur.