$300,000; but by the ninth section it was provided that before any subscription should be made by the State, the said railroad should enter into a covenant with the State to pay it semiannually out of its profits a sum equal in amount to the sum of six per cent per annum on the subscription which should be made on the part of the State, and that these payments should continue to be made until the clear annual profits of the company should be adequate to a dividend of six per cent per annum to all stockholders, and that thereafter the State, in reference to its stock subscribed, should be entitled to receive a proportional dividend upon the profits, as declared from time to time, and no more. The railroad company executed the covenant as required, and the State paid the amount of its subscription; and became entitled to have three directors in the board, according to the fourth section of the Act of 1836. A change was made in the charter of the company by the Act of 1872, ch. 425, entitled An Act to amend the charter of the Annapolis & Elkridge R. Co., by authorizing the said company to extend its road to the harbor of the city of Annapolis, to borrow money upon a mortgage of its property and franchises, and regulating the number and election of the directors of the said company." By the second section the company was authorized and empowered to borrow money, and to issue bonds or certificates of indebtedness under its corporate seal, and to secure the payment thereof with interest thereon, by a mortgage or deed of trust upon all or any of its property, real and personal, together with the franchises of said company." Under the authority thus given the company executed a deed of trust of all its property and franchises to certain trustees, to secure the payment of certain bonds which it proposed to issue under the authority of said Act; which bonds were issued and were described as first mortgage bonds. On a bill filed by the State against said company, and the substituted trustees under said deed of trust, to restrain the sale of the railroad by said trustees, it was held: (1) That by force of the second section of the Act of 1872, ch. 425, the State subordinated its rights (whatsoever their nature might be) to the rights which should be acquired under the deed of trust or mortgage authorized by that section. (2) That the power to borrow money and to secure its payment by a mortgage or deed of trust was given by the said Act of 1872, in general and unqualified terms, without restriction to any particular purpose. (3) That there were three different purposes had in view in the passage of said Act, as declared in its title, and these were effected in three separate sections, which were in no wise made to depend upon each other; and the lien created by the deed of trust could not be restricted to the bonds used for the purpose mentioned in the first section of the Act. Brown v. State of Maryland & Annapolis & Elkridge R. Co., 62 Md. 439. Contract for Use of Rolling Stock construed to be a Mortgage and not a Lease. A contract whereby cars and locomotives are leased to a railroad company that agrees to pay for every car and locomotive so delivered an annual rent, equivalent to one-sixth of the original cost thereof, for the period of ten years, at the end of which the cars and locomotives are to become the property of the railroad company, with a proviso that upon default in payment of the annual rent, or failure to observe any of the covenants of the lease, the rights of the railroad company shall be determined, and the property reclaimed by the lessors, is a mortgage, and not a lease. Frank et al. v. Denver, etc.. R. Co., 23 Fed. Reptr. 123. Contract for the Construction of Railroad-Issue of Stock and Bonds in Payment held to contravene Constitutional and Statutory Provisions.-The constitution of the State of Pennsylvania provides that "no corporation shall issue stocks or bonds except for money, labor done, or money or property ac tually received; and all fictitious increase of stock or indebtedness shall be Void." The act of Assembly of April 4, 1868, limited the amount of a railroad company's construction mortgage bonds to the amount of the capital stock subscribed, and authorizes the issue of such bonds in amounts not exceeding double the amount actually paid up of the capital stock subscribed; and the act of April 18, 1874, forbids any corporation to increase the amount of its indebtedness beyond the amount of its capital stock subscribed, until the amount of its capital stock subscribed shall be fully paid in. An incorporated railroad company of that State entered into a construction contract whereby the contractor agreed to furnish all the materials and do all the work necessary to construct the company's road at an expenditure, however, not exceeding $200,000; and in consideration thereof the company agreed to issue to the contractor $300,000 of its capital stock as fully paid up, and $300,000 of its first mortgage bonds. The materials could be furnished and the road built for $180,000 cash. Held, that the contract contravened the constitutional provision, and was ultra vires and void. Held, also, that the performance by the railroad company of its said contract involved a violation of these statutory provisions, it appearing that no part of its subscribed capital stock, which was $250,000, had been paid in. New Castle Northern R. Co. v. Simpson, 21 Fed. Reptr. 533. Right of Bondholder as Party to Suit to remove Cause-Citizenship of Trustee. The owner of bonds secured by trust deed or mortgage was let in as party to a cause concerning the trust property. Held, that as such he had a separate controversy with citizens of another State. His right to remove the cause to the federal court was not affected by the citizenship of the trustee named in the mortgage deed, who was not a party in fact, and had refused to move to be made party, or otherwise to execute the trust. If brought in, such trustee would be only a nominal party. Hack v. Chicago, etc., R. Co., 23 Fed. Reptr. 356. INDEX. NOTE.-The mode of citing the American and English Railroad Cases is as 26 Am. & Eng. R. R. Cas. The index contains references to the decisions and to the notes. References ABANDONMENT. See STREET RAILWAY. ACCOUNT. Equitable jurisdiction of matters of account where discovery is necessary, the Where such agent executes bond Jan. 13, 1875, for faithful performance of his Where agent occupies position of trust, is charged with duty not only of keep- 95. ACTION. See DEMURRER. Joinder of action of assault for expelling passenger with count on contract to Joint action against railway company and its engineer is separable so that one ADMINISTRATORS. See STOCK. Foreign executors and administrators may compel unwilling bailees and cor- ADMINISTRATORS—Continued. Foreign or domestic administrator may sue for the killing of his decedent in Rights outside of State appointing him. 78 n. Stock of foreign corporation may be sold by. Luce v. Manchester & L. R. AGENCY. See PRESUMPTION. Authority of agent of company to bind it by contract for medical services to Baggagemen, authority of. 153 n. Division superintendent: authority of, to contract for medical attendance to Where agent occupies position of trust, is charged with duty not only of keep- ANIMALS. See DEMURRER. Animal running in front of engine. In an action against a railroad company Injury to animals going on track at unfenced point not on owner's premises. ANNOTATION. Act of God: carrier not liable for loss of goods occasioned by. 322. Administrator, rights outside of State appointing him. 78. Agents. Authority of engineer to bind company for services rendered under Authority to bind company for contract for medical services. 88. Appeal: right of private citizen to, from decision of county commissioners |