Effect of provision of charter giving right to connect or unite with other lines,- see ante, § 35, note [15].

Plan of consolidation invalid because of over-capitalization,- see post, § 55, note [4].

As to lawfulness of holding companies for ownership of stock of parallel or competing roads, see Northern Securities Co. v. U. S., 193 U. S. 197, 24 Sup. Ct. R. (U. S.) 436.

The charter of a railroad and various Kentucky statutes considered, and held not to authorize the purchase or lease of a competing road, transfer of stock, or joinder of franchises.- Louisville & N. R. Co. v. Kentucky, 161 U. S. 677, 16 Sup. Ct. R. (U. S.) 714, affg. s. c. 97 Ky. 675, 17 Ky. L. R. 427, 31 S. W. 476.

If, from reasons of public policy, a legislature declares that a railway company shall not become the purchaser of a parallel or competing line, the purchase is not the less unlawful because the parties let it take the form of a judicial sale.- Louisville & N. R. Co. v. Kentucky, 161 U. S. 677, 16 Sup. Ct. R. (U. S.) 714, affg. s. c. 97 Ky. 675, 17 Ky. L. R. 427, 31 S. W. 476.

The right of railways to consolidate, lease or purchase competing lines, etc., discussed, with the holding that where by its charter, the railway is given general power to consolidate with, purchase, lease or acquire the stock of other roads, which has remained unexecuted, it is within the authority of the legislature to declare, by subsequent acts, that this power shall not extend to the purchase, lease or consolidation with parallel or competing lines.- Pearsall v. Gt. Northern R. Co., 161 U. S. 646, 16 Sup. Ct. R. (U. S.) 705.

The power of corporations of one state to constitute themselves a consolidated corporation under the statute of another state and thus avail themselves of the rights given thereby, is as completely dependent on the will of the latter state as is the power of corporations of its own creation to consolidate under its laws.— Ashley v. Ryan, 153 U. S. 436, 14 Sup. Ct. R. (U. S.) 865, affg. s. c. 49 Oh. St. 504, 31 N. E. 721.

Unless specially authorized by its charter, or aided by some other legislative action, a railroad company can not, by lease or any other contract turn over to another company, for a long period of time, its road and all its appurtenances, the use of its franchises, and the exercise of its powers, nor can any other railroad company, without similar authority, make a contract to receive and operate such road, franchises and property of the first corporation, and such a contract is not among the ordinary powers of a railroad corporation and is not to be presumed from the usual grant of powers in a railroad charter- Pennsylvania R. Co. v. St. Louis, A. & T. H. R. Co., 118 U. S. 290, 6 Sup. Ct. R. (U. S.) 1094.

A contract by which a carrier renders itself incapable of performing

its duties to the public, or attempts to absolve itself from its obligation without the consent of the state, is forbidden by public policy, and void. Thomas v. West Jersey R. Co., 101 U. S. 71.

The courts will not permit a railroad to evade its public responsibilities by a transfer of franchises or properties or any device, disguise or artifice.-York & Md. L. R. Co. v. Winans, 17 How. (U. S.) 30.

The organization of a holding corporation and the acquisition by it of a large part of the capital stock of all the corporations operating rapid transit or street railway systems in a city, issuing its own securities in payment therefor is a combination for the creation of a monopoly within the meaning of the N Y. Stock Corporations Law, § 7.- Burrows v. Interborough-Metropolitan Co., 156 Fed: 389.

The rule that a public service corporation cannot, without the assent of the legislature, transfer its franchise and property to another, and thus disenable itself to perform its duties to the public, does not apply when the transfer is to the public.- City of Indianapolis v. Consumers' Gas. T. Co., 144 Fed. 640.

The provisions of a statute authorizing a corporation to consolidate its capital stock and property with any street railway corporation thereafter incorporated, authorize a consolidation of street railroad corporations which have not yet obtained the necessary consents to the building of the roads located by them, where they both possess capital stock and assets. Bohmer v. Haffen, 161 N. Y. 390, 55 N. E. 1047, affg. s. c. 35 App. Div. (N. Y.) 381, 54 N. Y. Supp. 1030, 22 Misc. (N. Y.) 565, 50 N. Y. Supp. 857.

One street surface railroad may, under the New York statute contract with another, permitting the latter to use its tracks, etc., without the consent of abutting property-owners.- Ingersoll v. Nassau Elect. R. Co., 157 N. Y. 453, 52 N. E. 545, 43 L. R. A. 236, affg. s. c. 89 Hun (N. Y.), 213, 34 N. Y. Supp. 1044.

Substantial consolidations, or forms of merger or common control, which avoid and disregard the statutory permissions and restraints, will be pronounced unlawful.- People v. North River Sugar Ref. Co., 121 N. Y. 582, 24 N. E. 834, 9 L. R. A. 33n.

A corporation formed under the general railroad act has no authority, without legislative consent, to lease its road, or otherwise absolve itself from its obligation to perform the public functions for which it was incorporated. Abbott v. Johnstown, G. & K. H. R. Co., 80 N. Y. 27, distinguishing Norton v. Wiswall, 26 Barb. (N. Y.) 618.

The right given by L. 1839, ch. 218, to a railroad corporation organized under that act to lease its road is a vested right which could not thereafter be taken or impaired, either by legislative enactment or constitutional change, except in the proper exercise of the right of

eminent domain and of the police power.- Roddy v. Brooklyn C. & N. R. Co., 32 App. Div. (N. Y.) 311, 52 N. Y. Supp. 1025.

Since the laws of this state now permit a railroad corporation to lease itself to another corporation, the court will not consider any reasons which public policy may suggest against such lease.- O'Connor v. L. I. Tr. Co., 15 Misc. (N. Y.) 501, 37 N. Y. Supp. 953.

While it is generally true that a quasi-public corporation can not, by contract, relieve itself from its duties to the public or its obligations to operate its franchise for the public benefit, L. 1839, ch. 218, authorizes a railroad to contract with another for the use of its road. - Prospect Park & C. I. R. Co. v. Brooklyn, B. & W. E. R. Co., 84 Hun (N. Y.), 516, 32 N. Y. Supp. 857; Woodruff v. Erie R. Co., 93 N. Y. 616.

It is the policy of this state to promote and to some extent even compel, agreements for some joint operation of roads which have been connected or united. Such agreements must necessarily infer, to some extent, restrictions on the broad powers and discretion as to the construction and operation of its road conferred by statute upon a railroad company. Such agreements are valid unless the effect of the restrictions prescribed is injurious to the public.- Prospect Park & C. I. R. Co. v. Brooklyn, B. & W. E. R. Co., 84 Hun (N. Y.), 516, 32 N. Y. Supp. 857.

A railroad corporation apparently has no power to lease its road, even with the full assent of its stockholders, in the absence of an enabling statute.-Marie v. Garrison, 13 Abb. N. C. (N. Y.) 210.

A license to a street railway company to operate its lines over city streets is not broad enough to permit such company to grant to an interurban electric railway the right to operate within the city over its tracks.- City of Aurora v. Elgin Traction Co., 227 Ill. 485, 81 N. E. 544.

A corporation cannot avoid its duty to give transfers from one line to a connecting line by conveying to another corporation a dry legal title to one of the lines and it is equally impossible to do so by leaving a dry legal title in the hands of the corporation from which it purchased the connecting line.- Chicago U. Traction Co. v. City of Chicago, 199 Ill. 579, 65 N. E. 470.

Railroads cannot contract not to perform their public duties, nor by contract, lease or consolidation put themselves in a position where they cannot perform their duties.- Peoria & R. I. R. Co. v. Coal Valley M. Co., 68 Ill. 489.

A corporation cannot lease or dispose of any franchise needful in the performance of its obligations to the state, without legislative consent.- Block v. Delaware & R. Canal Co., 24 N. J. Eq. 455.

A statute giving power to corporations organized thereunder to 'acquire and convey, at pleasure, all such real and personal estate as may be necessary and convenient to carry into effect the objects of the incorporation" does not authorize a railroad corporation to alienate its franchises.- Coe v. Columbus, P. & I. R. Co., 10 Oh. St. 372.

The franchises and corporate rights of a railroad corporation are not alienable without express authority of law.- Coe v. Columbus, P. & I. R. Co., 10 Oh. St. 372.

One railroad cannot lease to another, or to private persons, without the consent of Parliament.- Bemen v. Rufford, 6 Eng. L. & Eq. 106; Great Northern R. Co. v. Eastern C. R. Co., 12 Eng. L. & Eq. 224; Winch v. B. L. & C. J. R. Co., 13 Eng. L. & Eq. 506.

[5] Powers, duties and obligations as affected by lease.

Orders of Commission binding on successors of companies,- see ante, § 23, note [3].

As to effect of consolidation upon existing obligations.- Pullman Car Co. v. Mo. Pac. R. Co., 115 U. S. 587, 6 Sup. Ct. R. (U. S.) 194.

A corporation having no authority under its own charter to acquire and exercise the rights, powers, and franchises of another corporation, or to carry on the business of such other corporation, does not succeed to such rights, powers and franchises by purchasing the property of the other company, though it be the whole of such property employed by that company in carrying on the business it was chartered to engage in.- Southern R. Co. v. Mitchell, 139 Ala. 629, 37 So. 85.

Generally, where one railroad company leases its property to another, the lessee must conform to the requirements of the charter of the lessor in operating the road, but this can only be true where the lessee company, in operating the road in accordance with the charter of the lessor, is not violating its own charter.- Chicago U. Traction Co. v. City of Chicago, 199 Ill. 484, 65 N. E. 451, 59 L. R. A. 631.

When one company leases its roads to another, the lessee must, in operating it, be governed by the charter of the lessor.- People v. St. L. A. & T. H. R. Co., 176 Ill. 512, 52 N. E. 292, 35 L. R. A. 656.

Public duties owed by a consolidating railroad must be fulfilled by the consolidated railroad.- Peoria & R. I. R. Co. v. Coal Valley M. Co., 68 Ill. 489.

Where a railroad owes a duty to the public it cannot escape its performance by leasing it or placing it in the control of others.- Rockford, R. I. & St. L. R. R. Co. v. Heflin, 65 Ill. 366.

That a railway corporation leases its road does not relieve it from its obligations to shippers and the public, especially where its charter does not authorize a lease.- Ohio & M. R. Co. v. Dunbar, 20 Ill. 623.

A railroad corporation can not avoid its obligations to the public as a chartered railway company by turning over the operation of its road to another railroad.- Harbert v. Atlanta & C. A. L. R. Co., 74 S. C. 13, 53 S. E. 1001.

[6] Regulative power as affected by consolidation.

Transferability of exemption from public control,- see ante, § 1, note [20].

Effect of reorganization or consolidation upon exemption from public control, see ante, § 1, note [21].

Leasing of road as affecting public control,- see ante, § 2, note [14]. Power of state to control domestic corporation which has consoli dated with foreign corporation,- see ante, § 25, note [10].

As to effect of consolidation of railroads upon the power of the state to regulate them.- St. Louis & S. F. R. Co. v. Gill, 156 U. S. 649, 15 Sup. Ct. R. (U. S.) 484, affg. s. c. 54 Ark. 101, 15 S. W. 18, 11 L. R. A. 452n, and 54 Ark. 116, 15 S. W. 22.

In the absence of express statutory direction, or of an equivalent implication by necessary construction, provisions in restriction of the right of the state to regulate the affairs of its corporation, do not pass to new corporations, succeeding by consolidation or by purchase under foreclosure, to the property and ordinary franchises of the first grantee. Norfolk & W. R. Co. v. Pendleton, 156 U. S. 667, 15 Sup. Ct. R. (U. S.) 413, affg. s. c. 86 Va. 1004, 11 S. E. 1062, and 88 Va. 350, 13 S. E. 709.

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A state, in permitting a foreign corporation to become one of the constituent elements of a consolidated corporation organized under its laws, may impose such conditions as it deems proper, and the acceptance of the franchise implies a submission to the conditions without which the franchise could not have been obtained.- Ashley v. Ryan, 153 U. S. 436, 14 Sup. Ct. R. (U. S.) 865, affg. s. c. 49 Oh. St. 504, 31 N. E. 721.

[7] Status of company owning entire capital stock of other company.

A railroad company is not doing business in a state, within the meaning of the statute as to service of process, etc., simply because another railroad company, of which it owns practically the entire capital stock, is doing business therein.- Peterson v. Ch. R. I. & P. R. Co., 205 U. S. 364, 27 Sup. Ct. R. (U. S.) 513.

[8] Power of directors and stockholders to make lease.

A lease of one railroad corporation to another, of its road, property, and franchise may be made by its board of directors, and the consent