Stephen Johnson Field

“ So I do not see why, if the plaintiff in this case alleges, as it does, that it is a corporation created by the laws of Illinois, it cannot institute a suit in the circuit court of the United States of Indiana against a corporation of that state.' The case turned upon the point whether the plaintiff corporation of Illinois had become also an Indiana corporation, so as to lose its existence or identity and citizenship as an Illinois corporation. The court held in the negative, that it still remained an Illinois corporation, with all its rights of action as such in the United States courts. ”

“ From the cases we have cited, it is evident that by the general law railroad corporations created by two or more states, though joined in their interests, in the operation of their roads, in the issue of their stock, and in the division of their profits, so as practically to be a single corporation, do not lose their idenity, and that each one has its existence and its standing in the courts of the country only by virtue of the legislation f t he state by which it is created. ”

“ As seen by the provisions of the joint traffic contract given above, the Lowell Corporation was to complete the construction of a passenger station, with all necessary approaches, in the city of Boston, in 1857, at its own expense, and to alter the passenger depot then existing there into a freight depot, also at its own expense, and the Nashua Corporation was at its own expense to erect a freight depot at the city of Lowell for the accommodation of the joint business ”

“ The net income resulting from this extended business was satisfactorily apportioned pursuant to the contract, 31 per cent. going to the Nashua Corporation, and 69 per cent. going to the Lowell Corporation, except as they were affected by two transactions of which the Nashua Corporation complains. One of these transactions was the alleged illegal appropriation by the Lowell Corporation of $181,962 for a passenger depot at Boston erected by that corporation for its own benefit, and which, complainant contends, it was entitled to receive as its share of the net earnings of the joint management. ”

“ In June of the same year, 1838, the legislature of New Hampshire passed an act authorizing the two corporations to unite, and providing in such case that 'all the toll, franchises, rights, powers, privileges, and property' of the two corporations should be held and enjoyed by the stockholders in each and both in proportion to their number of shares therein, and that all property owned, acquired, or enjoyed by either of the corporations should be taken and accounted to be the joint property of the stockholders of the two corporations, and that the two corporations should be one ”

“ The said Boston & Lowell Railroad Corporation are to be paid the interest upon such expenditures made and to be made at the rate of seven per cent. per annum, at the end of each six months, out of the receipts of the joint corporations under said contract, and which is to be charged as a part of the expenses of operating said railways under said contract ”

“ Contracts were made for business with connecting lines to such an extent that the two roads, during the late years of their joint operation, transported annually in the neighborhood of 300,000 tons of freight and 200,000 passengers. ”