
    No. 419
    No. 18166
    No. 18167
    No. 18168
    Marfield v. C. D. & T. Traction Co. et al. Missouri Province Educational Institute v. Chris Ahrens et al. George Kinsey v. Chris Ahrens et al.
    Error to the Court of Appeals of Hamilton county.
    
      313. CORPORATIONS — 1. Stockholder’s liability, under constitution of 1851 for debts enforcible.
    2. Holders of railroad bonds containing a written waiver of such liability have no recourse on stockholders of a consolidated company, including it.
    3. Failure to make such waiver applicable to successors and assigns, is supplied and made applicable to consolidated company by 9038 GC.
    4. Effect of consolidation of two railway-corporations under 9027 GC., is to merge and perpetuate the constituent corporations.
   MARSHALL, C. J.

1. The liability of the stockholders for corporate debts created by Section 3 of Article XIII of the Constitution of 1851 is a part of the corporate liability which attaches to the stockholders not as individuals but as mem-' bers of the corporation.

2. The corporation may at the time of creating corporate obligations stipulate for a waiver of such liability as a condition to the contract. Such waiver subsists in contract and if fairly made and supported by a valid consideration is enforceable and not contrary to sound public policy.

3. Where a railroad corporation in 1900 executes a bond to secure by mortgage upon all its real and personal property including after-acquired property and a condition is written-therein that, “The holder of this bond shall have no recourse for its payment to any individual liability imposed by statutes or otherwise,' upon any present or future stockholder or officers of said The Southern Ohio Traction Co.; such liability being taken to be waived by such holder,” and said railroad corporation is thereafter in 1902 consolidated in accordance with and under authority of Ohio laws with another Ohio railroad corporation, such waiver though by its terms an exemption to any corporation other than The Southern Ohio Traction Co.., is nevertheless effective in favor of the stockholders to whom the stock of such consolidated company is distributed.

4: The failure to make said waiver applicable to the successors and assigns of The Southern Ohio Traction Co. is supplied and said waiver is made applicable to the consolidated company by the provisions of Section 9038, General Code.

5. The effect of a consolidation of two railroad corporations in accordance with the provisions of Section 9027 et seq., is to merge the constituent corporations into a single organization, thereby perpetuating the substantial existence of the constituent corporations.

Judgment affirmed.

Robinson, Jones, Matthias, Day and Allen, JJ., concur.  