Cameron v. New York & Mt. Vernon Water Co. ( 1891 )

Barnard, P. J.

In 1882 a to furnish water to the of Mt. Vernon was incorporated under the village water-works act of 1873, with a capital of $25,000, under the name of the Mt. Vernon Water Company. In 1886 the defendant the New York & Mt. Vernon Water Company was incorporated under the general act authorizing the formation of corporations for manufacturing and other purposes. This company obtained a contract from the village in March, 1886, to furnish water, if pure, for 20 years. An exclusive privilege for establishing and maintaining water-works within and near the village was given by ordinance of the village. The stock of the Mt. Vernon Water Company was purchased by the new company, and held for the stockholders in the same. The stockholders in the old Mt. Vernon Water Company were paid the full par value of their stock; and as the object was to exterminate the prior company, and merge it in the New York & Mt. Vernon Water-Works Company, no right exists in the stockholders of the old company to demand new scrip for the stock for which they have been paid. No newright exists in respect thereto beyond whatever advantage may result from the purchase of the old stock to the stockholders in the new company. The consolidation appears to have been mutually agreed upon, and the acquiescence of the old company has been so long continued that justice cannot be now done after the use of the franchise and the property of the corporation has been delivered over to the new company. The village of Mt. Vernon is not a party, and the plaintiffs have no duty in respect to the rights or obligations of the village. The sole question, therefore, is whether the Mt. Vernon Water-Works Company can consolidate with a corporation known as the “New York City Suburban Water Company,” incorporated under the general law in respect to the formation of manufacturing corporations. The corporations are of the same nature, and they cover the same territory. In such a case the consolidation is authorized, or was at the passing of the resolution by the two companies to be consolidated, under chapter 374, Laws 1877. All the steps taken towards consolidation were in conformity with the act permitting "the consolidation, and the repeal of the consolidation act in 1891 subsequent thereto preserved such inchoate and ineompleted acts. The order should therefore be reversed, with costs and disbursements, and the motion to dissolve the injunction granted, with costs.