38 trmpnmb nmromim.
Eliminating all extraneous issues, the single inquiry is as tothe
respective rights of the parties contestant, under the facts stated.
The question is not devoid of embarrassment. The old corporation
transferred to the new all its assets in an uncompleted enterprise,
. disabling itself from performing its corporate duties. By the facili-
ties granted by the state law concerning corporations, the new corpo-
ration, taking all of said assets, proceeded to finish a road which the
old corporation had commenced and was bound to construct under
the terms of its charter, including many express provisions for the
8tate’s benefit. In the absence of a lien fastened on specific prop-
erty a purchaser or mortgagee would ordinarily take the same irre-
spective of any demands at large against the vendor or mortgagor.
lf there were nothing further in this case, the conclusion would be
easy. The court, however, is confronted with the fact that there was
in this case, to a large extent, a mere fo1·mal change of corporate
names, under circumstances, as heretofore decided, which made the
new corporation responsible for respondent’s claim which has passed
into judgment. The old corporation had its duties to perform, of a
public as well as private character, from which it could not discharge
itself by a simple transfer of name or property. The new corpora-
tion, in taking said property, could not escape its consequent liabili-
ties by any subsequent mortgage. The express assumption of re-
spondent’s demand by defendant may admit of question, inasmuch
as the terms of the conveyance are that the new corporation assumed
"all the debts, liabilities, and obligations theretofore made or incurred
by or legally imposed on the said St. Louis & Keokuk Railroad Com-
pany, for right of way, station grounds, ties, or bridging, and other good
and valuable considerations in said conveyance mentioned." Was
· not, however, the respondent’s demand, now judicially ascertained,
one of the obligations assumed? Such seems to be a fair construc-
tion of the terms of said conveyance; but, if not so, the general prin-
ciple must control, viz., that a grantee of corporate assets, as in this
case, takes cum onere; that it must, under the facts disclosed, be
treated as the successor of the prior corporation, charged with a trust
as to assets received. It is charged that the bondholders or mort-
gagee knew of the respondent’s demand, which is an equitable lien,
and prior in right. If they had notice thereof they must take subor-
dinate thereto.
The doctrines laid down in the following cases establish respond-
en1}’s claim to priority against the specific property transferred:
Thomas v. Railroad Oo. 101 U. S. 82; Hibernia Ins. Co. v. St. Louis
' c6 N. O. Transp. Co. 13 FED. REP. 516; Harrison v. Union Pacyic Ry.
Co. 13 Fan. Bn?. 522; Cass v. Manchester Co. 9 Fnn. Bn?. 640; Bram
v. Merchant.? Oo. 16 FED. Bn?. 14:0; Abbot v. American Oo. 33 Barb.
578. There is also another and controlling proposition. The old
corporation was created by special act of the general assembly in
1857. Its provisions were minute and specific in many essential