12 ` FEDERAL REPORTER.
are not valid obligations, for the reason that the "pretended West Shore
Hudson River Railroad Company never was a corporation." That
corporation was organized under the general railroad act (1850) of New
York, "for the purpose of constructing, maintaining, and operating a
railroad for the public use in the conveyance of persons and property,
from a point in the boundary line between the states of New Jersey and
New York on or near the west bank of the Hudson river, extending north-
wardly to the village of Piermont, in Rockland county, N. Y., and inter-
secting with the Erie Railroad and the southern terminus of the Hudson
River West Shore Railroad; also commencing at the northern terminus
of the aforesaid Hudson River West Shore Railroad, as the same had
been, was, or might thereafter be, located at or nearthe city of Newburgh,
Orange county, N. Y., and extending northerly along the west bank of
the said Hudson river through the counties of Orange, Ulster, Columbia,
and Greene, and terminating at Athens, in said county of Greene, state
of New York." The quotation is from the bill, and, it is contended,
indicates an undertaking to build two railroads, whereas the statutes only
authorize the incorporation of a company to build a railroad. As a mat-
ter of fact, the routes southerly to the state line and northerly to Athens
touch the respective south andtnorth termini of the route of the Hudson
River West Shore Railroad Company. Whether that circumstance, taken
in connection with the general power to lease and make traiiic arrange-
" ments, conferred upon all railroad corporations by the act of 1839, (chap-
ter`218,) does or does not deprive the objection of force, need not be now
considered. The validity of the incorporation has never been questioned
in a direct proceeding by the state, nor by those interested in the corpo-
ration. It has acted continuously as a corporation; as such acquired
the mortgaged premises, and created the mortgage debt; as such received
the proceeds of these very bonds, and put them into the road covered by
the mortgage. Objection to the validity of the corporation comes for the
first time from these demurrants, the West Shore Railroad Company and
the New York Central & Hudson River Railroad Company. The only
claim, however, which, so far as the bill discloses, these demurrants ad-
vance to the mortgaged premises,-—to the concession granted by congress
to the Hudson River \Vest Shore Railroad Company,—is based upon the
transfer by the West Shore Hudson River Railroad Company to the New
York, West Shore & Chicago Railroad on July 21 , 1871 . It does not lie in
the mouths of these demurrants to dispute the existence of the corporation
whose acts constitute their own sole source of title. If they have some in-‘
dependent and adverse claim, it is nowhere disclosed in the bill. See
2 Mor. Priv. Corp. § 746 et seq.; Trust Co. v. Railway O0., 1 Railway & Cor-
poration L. J. 50; Society Perim,. v. Cleveland, 43 Ohio St. 481; Palmer v.
Lawrence, 3 Sandf. 161; Williamson v. Association, 89 Ind. 389; Railway
Col —v. Railroads0c., 32 N. J. Eq. 755; Church v. Pickett, 19 N. Y. 482;
Whitney v. Wymwn, 101 U. S. 392; Hervey v. Railway Co., 28 Fed. Rep.
169. · ·
8. Finally, it is urged that the mortgage created no lien upon the
property of the Hudson River West Shore Railroad Company. The