[1] It has been frequently determined by manded for the character of shipment as the federal courts, as well as this court, specified in the schedule of rates filed with since the passage of the Interstate Commerce the Commission, and the fact that a mistake Act, that both shipper and carrier are bound had been made in the naming of that rate by by the schedule of rates in the report filed the agent at Hot Springs cannot relieve eiwith the Commission, and that to charge any ther party from the obligation imposed upon less rate, whether through mistake or other them to perform their respective duties in wise, would be giving a preferential one, the premises. Having the right, as well as and therefore illegal and void. Chesapeake being under a legal duty, to collect the bal& Ohio Ry. Co. v. Maysville Brick Co., 132 ance due on the shipment of $85.80, the deKy. 613, 116 S. W. 1183; Illinois Central fendant Louisville & Nashville Railroad R. R. Co. v. Henderson Elevator Co., 138 Company had a lien upon the shipment for Ky. 220, 127 S. W. 779; Id., 226 U. S. 441, that balance, and it could decline to deliver 33 Sup. Ct. 176, 57 L. Ed. 290; Louisville & the horses until it was paid. Boggs & RusNashville R. R. Co. v. Coquillard Wagon sell v. Martin, 13 B. Mon. 239; Thomas v. Works, 147 Ky. 530, 144 S. W. 1080; Louis- Frankfort & C. Railroad Co., 116 Ky., 379, ville & Nashville R. R. Co. v. Allen, 152 Ky. 76 S. W. 1093, 25 Ky. Law. Rep. 1051; 10 145, 153 S. W. 198; Gulf, Colorado & Santa Corpus Juris, p. 460; and a number of the Fé Ry. Co. v. Hefley, 158 U. S. 98, 15 Sup. cases supra. This being the condition of the Ct. 302, 39 L. Ed. 910; Texas & Pacific Ry. law, the defendants were clearly within their Co. v. Mugg, 202 U. S. 242, 26 Sup. Ct. 628, legal right in declining to deliver the ship50 L. Ed. 1011; Texas & Pacific Ry. Co. v. Abi- ment until the balance of the freight bill was lene Cotton Oil Co., 204 U. S. 426, 27 Sup. Ct. paid. Indeed, if they had not collected that 350, 51 L. Ed. 553, 9 Ann. Cas. 1075; Texas bill they would have subjected themselves & Pacific Ry. Co. v. Cisco Oil Mill, 204 U. to a penalty for discrimination, and they S. 449, 27 Sup. Ct. 358, 51 L. Ed. 562; Kansas were not bound to part with possession of the City Southern Ry. Co. v. Albers Commission shipment and thereby release their lien by Co., 223 U. S. 573, 32 Sup. Ct. 316, 56 L. Ed. accepting the promise or other obligation of 556; Illinois Central Railroad Co. v. Hender- the plaintiff to subsequently pay it. son Co., 226 U. S. 441; 33 Sup. Ct. 176, 57 It is insisted, however, that under the rule L. Ed. 290; Kansas Southern Ry. Co. v. Carl, laid down in Hutchinson on Carriers, vol. 2, 227 U. S. 639, 33 Sup. Ct. 391, 57 L. Ed. 683; 1 $ 646, and the case of Kelly V. Adams ExPennsylvania R. R. Co. v. International press Co., 134 Ky. 208, 119 S. W. 747, it was Coal Co., 230 U. S. 187, 197, 33 Sup. Ct. 893, the duty of the defendant Louisville & Nash57 L. Ed. 1446, Ann. Cas. 1915A, 315; Boston ville Railroad Company, after being informed & Maine R. R. Co. v. Hooker, 233 U. S. 97, that the horse Bookie was sick, to do for him 110-113, 34 Sup. Ct. 526, 58 L. Ed. 868, L. R. that which might reasonably be expected A. 1915B, 450, Ann. Cas. 1915D, 593; George of a prudent and careful person, even to the N. Pierce Co. v. Wells Fargo & Co., 236 U. extent of incurring expenses in relieving, S. 278, 284, 35 Sup. Ct. 351, 59 L. Ed. 576; looking after, and caring for him by taking Louisville & Nashville Railroad Co. v. Max. him from the car and putting him in a place well, 237 U. S. 94, 35 Sup. Ct. 494, 59 L. where he could have been more conveniently Ed. 853, L. R. A. 1915E, 665; and Southern treated and better cared for. But under the Railway v. Prescott, 240 U. S. 632, 36 Sup. facts of this case the doctrine of the authoriCt. 469, 60 L. Ed. 836.

ties relied on has no application, for it [2, 3] The failure to post a copy of the not contemplate an injury growing out of the rate in the stations of the carrier will not failure of the shipper to perform some legal relieve its binding effect upon each of the duty as is the case here. It was within the parties to the contract of shipment. Texas power of plaintiff to obtain immediate pos& Pacific Ry. Co. v. Mugg; Boston & Maine session of his horses and to unload them at Railroad Co. v. Hooker ; Louisville & Nash- once upon their arrival by paying the balance ville Railroad Co. v. Allen, supra; and Chica- of the freight due. He had an agent and go & Alton Railroad Co. v. Kirby, 225 U. S. representative present who had come from 155, 32 Sup. Ct. 648, 56 L. Ed. 1033, Ann. Cas. Hot Springs, Ark., to Louisville, Ky., with the 1914A, 501. Neither is it necessary for the

horses. And the fact, if it be a fact, that shipper to have knowledge at the time of the such agent did not have the money to make shipment of the rate fixed in the schedule the payment at the time furnishes no excuse. filed with the Commission, since he will con- It was plaintiff's duty to furnish him the clusively be presumed to have such knowl, money, since plaintiff was presumed to know edge arising from the filing of the schedule what the legal rate was, and to know that with the Commission. Kansas Southern Ry, it would be unlawful for the shipment to be

. Co. v. Carl, and Louisville & Nashville Rail: delivered to him or his agent without the road v. Maxwell, supra.

payment of that legal rate. But counsel for [4] From these authorities it is clearly es

plaintiff in his brief says: tablished that in this case it was the duty of

"If the defendants, by the negligent and erthe carrier to collect, and the duty of the while being straightened out, resulted in delay

roneous quotation, produced a situation which, shipper (plaintiff) to pay, the freight de to which the death of this animal may be fairly and reasonably attributed, we are aware of was paid on that date to the Commonwealth no principle on which they can escape liability.” Company, with the understanding and agree

The trouble with this contention is that it ment that it should be immediately distributignores the presumed knowledge of plaintiff ed among the then existing stockholders of with reference to the rate, and it assumes the Commonwealth Company, and pursuant that he was privileged to take all the time he to this agreement the purchase money was desired to "straighten out” the situation, immediately distributed among the stockholdwhen it was his legal duty, as we have seen, ers of the Commonwealth Company, and their to pay the balance of the freight, which, if shares of stock thus purchased and paid for done, would have immediately "straightened were placed in the hands of a trustee for the out" the situation so that no delay in the un- benefit of the Kentucky Company. It was loading of the shipment would have resulted. further agreed, as a part of the transaction, It was therefore plaintiff's fault that the that a board of directors for the Commonstock was kept in the car from the time of wealth Company should at once be chosen by its arrival on the afternoon of April 13th un- the Kentucky Company, and that they should til the next day. Since this is the only dere- continue in office until the Commonwealth liction charged against either of the defend- Company transferred and conveyed its propants in the petition, and since this, as we erty to the Kentucky Company. Pursuant have found, was justifiable, there was no oth- to this agreement, a board of directors, er course open to the lower court but to give friendly to and really named by the Kentucky the peremptory instruction complained of. Company, was elected by the stockholders of

Wherefore the judgment must be, and it is, the Commonwealth Company, or by the trusaffirmed.

tee into whose custody the stock had been

placed. On December 8, 1899, the Common(181 Ky. 90)

wealth Company, or rather the directors that KENTUCKY DISTILLERS' & WARE

had been selected in the manner stated, exeHOUSE CO. V. WEBB'S EX'R.

cuted a deed conveying to the Kentucky Com(Court of Appeals of Kentucky. June 11, 1918.) pany all the property, rights, and privileges 1. CORPORATIONS O 590(3) PURCHASE OF of the Commonwealth Company, pursuant to

OTHER CORPORATIONS LIABILITY FOR the contract of sale and purchase made in DEBTS.

If one corporation purchases the property of March, 1899, but, in the meanwhile, the disanother, it is not liable to the other's creditors tillery plant of the Commonwealth Company for its debts.

was operated by the Kentucky Company in 2. CORPORATIONS O 590(3) PURCHASE OF the same manner that it had been prior to OTHER CORPORATIONS.

March, 1899. Where two corporations agreed that, on payment by one of them of a specified sum to be In August, 1899, the appellee, Hettie R. distributed to the other's stockholders, the stock Webb's executor, filed a suit against the should be delivered in escrow, and held until Commonwealth Company to recover damages a board of directors chosen by the purchasing corporation for the selling corporation turned sustained by a nuisance committed by it durover the assets to the nurchasing corporation, ing the five years preceding August, 1899, the sale was of the stock belonging to the stock and in October, 1901, there was a judgment in holders, and not the assets of the corporation, and the purchasing corporation, having given favor of the executor against the Commonno consideration to the selling corporation for wealth Company for $2,500. Execution isits assets, was liable to a judgment creditor of sued on this judgment against the Commonthe selling corporation.

wealth Company, which was returned "No Appeal from Circuit Court, Fayette County. property found," and thereafter the executor Action by the executors of Hettie R. Webb, brought this suit against the Kentucky Comdeceased, against the Kentucky Distillers' & pany to recover from it the amount of the Warehouse Company. Judgment for plaintiff, judgment. The lower court decided in favor and defendant appeals. Affirmed.

of the executor, and the Kentucky Company Wm. Marshall Bullitt, Bruce & Bullitt, and prosecutes this appeal. Keith L. Bullitt, all of Louisville, for appel

[1] Counsel for the executor admit that if lant. J. P. Johnston and S. S. Yantis, both of the Kentucky Company, for a bona fide conLexington, for appellee.

sideration paid to the Commonwealth Com

pany, or, in other words, $85,000, had purCARROLL, J. In this case there is no evi- chased from the Commonwealth Company dence, and the only pleadings are a petition its property in March, 1899, it would not have and the answer; apparently counsel on both been liable for the debts of the Commonsides agree as to the facts, but differ as to wealth Company; and about this there can be the conclusion to be drawn from them. The no doubt, because a corporation has exactly facts, as we understand them, are as follows: the same right to sell its property as a natu

On March 16, 1899, the Kentucky Company, ral person has, and the purchaser of the propa corporation, purchased from the Common- erty of a corporation occupies towards the wealth Company a corporation, its distillery creditors of the selling corporation exactly and all the rights and privileges appertaining the same attitude as the purchaser from an thereto for the sum of $85,000, which sum individual would occupy toward the creditors

of the individual. But it is contended on be-, among its stockholders, as the directors had half of the executor:

the right to do; and, this being so, the "That the transaction referred to was not a mere delay in the actual transfer of the purchase by the Kentucky Company of the as- | property of the Commonwealth Company to sets of Kentucky Company paid no consideration to the the Kentucky Company did not affect the Commonwealth Company, which became an as- rights or liabilities of either of the compaset for the payment of its creditors; but, on nies, or impose upon the Kentucky Compathe other hand, the $85,000 paid by the Kentucky Company was in fact paid to the stock ny any obligations or liabilities that would holders of the Commonwealth Company, be- not have been imposed upon it, if it had obcause it was agreed by the parties to the trans- tained a deed from the Commonwealth Comaction that immediately upon the payment there. of the same should be immediately distributed' pany in March, 1899, when the purchase among the then existing stockholders of the price was paid. Commonwealth Company, and that, in return From this statement of the respective confor the $85.000 so paid to the stockholders, the tentions of the parties, it will be seen that Kentucky Company acquired the control and became the beneficial owner of the stock of the the question in the case is a close one, on Commonwealth Company, and as such owner account of the divergent conclusions that continued the corporate existence of the Com- may be drawn from the admitted facts. It til it saw fit to cause all the assets of the Com: the Kentucky Company, in March, 1899, pur-' monwealth Company to be conveyed to it for chased the assets and property of the Comno other consideration than the $85,000 paid monwealth Company, and paid to the comby it to the stockholders, thus stripping the pany $85,000 to be disposed of by the direcCommonwealth Company of all of its assets without paying plaintiff's debt, and leaving it a tors of the Commonwealth Company, as they mere shell."

pleased, the transaction was a bona fide Stated in different terms, the contention is sale and purchase, such as both the corpothat the $85,000 paid by the Kentucky Com- rations had the right to engage in, and the pany was really paid by it to the stockholders Kentucky Company did not thereby become of the Commonwealth Company as the pur- liable for the indebtedness of the Commonchase price of their stock, and not to the Com- wealth Company. But if the Kentucky Commonwealth Company as a corporate entity as pany, in March, 1899, merely paid to the the purchase price of its property and as- stockholders of the Commonwealth Company sets, and, this being so, the Kentucky Com- $85,000 for their stock, thereby becoming the pany became the owner of the stock in the owner of the stock, and not then the owner Commonwealth Company, which continued to of the property and assets of the Commonbe a corporate entity until December, 1899, wealth Company, it became liable for the when, without any consideration paid to it debts of the Commonwealth Company, betherefor, all of its property and assets were cause the Commonwealth Company was still conveyed to the Kentucky Company. On the in existence as a legal entity, and its stock other hand, the argument in behalf of the only had changed hands; the Kentucky ComKentucky Company is:

pany becoming the owner of the stock in That it “simply paid $85,000 cash for the real place of the stockholders from whom it purestate and became the owner of the property. chased. The $85,000 was then distributed as a dividend to the stockholders of the Commonwealth

Looking again to the facts, we find that, Company. Pending the time when the formal although it is true the $85,000 was paid to deed should be executed, the Kentucky Company the Commonwealth Company, it was paid required that the corporate stock should be under an agreement that it should be implaced in escrow and friendly directors elect- under an agreement that it should be imed, so as to guarantee the execution of the deed mediately distributed among the stockholders at the proper time, and thus prevent the stock of the Commonwealth Company, and that, in holders from selling their stock a second time consideration of this payment to the stockto other persons, who might elect a hostile board, who might refuse to carry out the con- holders, their stock was turned over to the tract to convey the property. That, upon pay- Kentucky Company, or to the trustee named ment of the full purchase price, the Kentucky by it, and thereupon the Kentucky CompaCompany became the actual owner of the property and was entitled to a deed at any time ny, having the possession and control of after March 16, 1899. The delay in transfer of the stock, caused to be elected a board of dithe record title had no effect whatever on its rectors for the Commonwealth Company, ownership. The money was paid to the Com- and these directors, so elected, in December, monwealth Company and its directors immediately distributed it among the stockholders. 1899, caused to be executed a deed conveyThe Kentucky Company was not a director or ing to the Kentucky Company all of the stockholder, and, having no control whatever property and assets of the Commonwealth over the affairs of the Commonwealth Company, had no power or right to dictate to it what dis? Company. position should be made of the money."

[2] Under these circumstances, it seems to Or, in other words, that the Kentucky Com- us that what the Kentucky Company really pany in March, 1899, purchased the assets did in March, 1899, was to purchase all the and property of the Commonwealth Company, stock of the Commonwealth Company, thereand not the stock in the company, for $85,- by becoming the owner of its property and 000 then paid to the Commonwealth Compa- assets. Of course, when it purchased all the ny, which $85,000 was distributed by the outstanding stock of the Commonwealth ComCommonwealth Company, by its directors, / pany, it thereby became the owner of all

the assets and property of the Commonwealth & Catlettsburg Street Railway Company, Company, not, however, by virtue of a pur- conveying to the Camden Interstate Railway chase from the Commonwealth Company as Company all of its property and franchises a corporate entity, but by virtue of its pur- in consideration of $1. After this deed was chase of all the shares of stock issued by it. made, the stock of the Camden Interstate If it had paid $85,000 to the Commonwealth Railway Company was delivered to the stockCompany as a corporate entity, this $85,000 holders of the Ashland & Catlettsburg Street would have been a part of the assets of the Railway Company who had not sold to CamCommonwealth Company, and be subject to den share for share as had been agreed. In the payment of its debts; but, when it paid holding the Camden Interstate Railway Comto the stockholders of the Commonwealth pany liable for the judgment that Lee had Company $85,000 for their stock, nothing obtained against the Ashland Street Railway was added to the assets of the Common Company, the court said: wealth Company as a corporation by this

"The sum of the transaction was that Campayment. The Commonwealth Company was den either owned in his own right all the stock no better off than it was before the $85,000 of the street railway company by way of purwas paid. The Kentucky Company, by the chase, or controlled it under contracts by which

the stockholders agreed to take stock in the transaction, merely became the owner of the new company for the stock which they held in stock in the Commonwealth Company, and the old, and, while he thus controlled all the by virtue of this ownership was enabled to, stock in the street railway company, he caused

that company to deed all of its property and and did, in December, 1899, have conveyed franchises to the Camden Interstate Railway to it, without any consideration then or at Company, and thus the stockholders in the any time paid to the Commonwealth Compa- street railway company became stockholders in

the interstate railway company.

In this way ny as a corporation, the assets and property the stockholders in the street railway company of the Commonwealth Company.

put all of their property and franchises in the It is true that the $85,000 was paid to the hands of the interstate railway company, and Commonwealth Company as a corporation, the street railway company. By this means the

became stockholders in that company in lieu of but it was paid with the distinct agreement interstate railway company swallowed up or that it should be immediately distributed absorbed the street railway company. While among the stockholders, and it was so im- there was no stipulation in the deed that the

new company should answer for the liabilities mediately distributed. This being so, we fail of the old, the law will not allow the stockholdto see that it makes any difference that the ers in a corporation thus to change the name money was paid directly to the corporation, in which their property is held and defeat the

claims of creditors. The rule is that, where in place of being paid directly to the stock- one corporation goes entirely out of existence by holders, as the substantial effect of the being merged into another, the liabilities of transaction was exactly the same as if the the old corporation are enforceable against the $85,000 had been distributed by the Kentucky new one, just as if no change had been made.

The sum of it here was that Camden, Company among the stockholders of the Com-controlling the stock of the old company, transmonwealth Company in place of being paid ferred its property to the new, and issued the to the Commonwealth Company for imme- stock in the new to take the place of that in diate distribution by it of the sum paid to its the stock of the old company; it was simply an

the old company. This was not a purchase of stockholders.

absorption of the old company into the new, and Having determined that this is the prop- the new became answerable for all the liabilier construction of the facts, there is little will not be heard now to say that the assets of

ties of the old company, which it absorbed, and difficulty about the law of the case. A case that company were worthless, or that the stock, presenting facts quite analogous to the facts which was selling at 50 or 60 cents on the $1, in this case, and in which the purchasing was of no value.” corporation was held liable for the debts of

Another case in which a purchasing corthe selling corporation is Camden Interstate poration was held liable is Harbison-Walker Railway Company v. Lee, 84 S. W. 332, 27 Refractories Co. v. McFarland, Adm'r, 156 Ky. Law Rep. 75. In that case Lee brought Ky. 44, 160 S. W. 798. The administrator of suit against the Ashland & Catlettsburg McFarland had a judgment against the HarStreet Railway Company to recover damag-bison & Walker Company, Southern Departes for injuries sustained by him, in which ment, in 1908, and an execution having been suit he recovered a judgment for $1,000, upon returned "no property found" he brought which execution issued and was returned suit against the Harbison-Walker Refracto“No property found.” While this suit was ries Company, seeking to compel it to pay the pending, J. N. Camden bought a controlling judgment. It further appears that the Reinterest in the stock of the railway company, fractories Company issued its stock to the and made an arrangement with the other stockholders of the Harbison & Walker Comstockholders by which they agreed to take pany in lieu of the stock they owned in that stock in the Camden Interstate Railway company, and thereby secured a conveyance Company share for share for the stock they of all the property and assets of the Harbiheld in the Ashland & Catlettsburg Street son & Walker Company, leaving the Harbison Railway Company. All the stock in the & Walker Company without any assets or street railway company being thus controlled property out of which debts against it could

*

ble to the case, and holding the Refractories, the sole stockholder. As such sole stockholder, Company liable, the court said:

it took advantage of its position and its powers “In the case at bar the Refractories Company and secure its transfer to itself. Now, what

to strip the Portage Company of its property took over all the assets of the 'Harbison & Walker Company, Southern Department, which rights, if any, a corporation may have against was the original debtor, leaving it a mere shell, transfer of all the property of the corporatior

a sole stockholder who wrongfully causes the and without leaving with it any money or prop: to be made to himself, need not be inquired into. erty whatever as a consideration for the sale of It is clear that this stockholder cannot secure its assets. There was no liquidation of the this transfer from the corporation to itself of *Harbison & Walker Company, Southern Der the property of the latter so as to deprive a

, debts; on the contrary, there was a transfer of creditor of the corporation of the payment of debts; on the contrary, there was a transfer of his debt. To put it in another way: The Portall of its property to the Refractories Company, without any attempt to pay appellee's age Company, a corporation, owed Angle $200,debt.' A subsidiary corporation cannot thus es- couia be paid. "The Omaha Company became

000. It had property with which that debt cape the payment of its liabilities. It is true these sales and transfers were all made by deeds the sole stockholder in the Portage Company. of conveyance, and that the corporation had As such sole stockholder, it used its powers to the right to sell its assets in that way, if it transfer the property of the Portage Company chose so to do; but the decision of this case to itself, and its conduct all the way through depends upon the broad equitable principle that,

was marked by wrongdoing.” where one corporation takes over the assets of A case relied on by the Kentucky Comanother corporation, without paying to it any pany is Martin v. Sulfrage, 159 Ky. 363, consideration therefor, as is the fact in this case, 167 S. W. 399. In September, 1907, the Corthe absorbed corporation cum onere."

bin Company executed a mortgage upon its And it further quoted from 10 Cyc. 1267, outfit to the American Company to secure the following rule:

payment of a debt. In January, 1908, Mar"Where one corporation transfers all its as- tin bought all the stock of the Corbin Comsets to another corporation, and thus practically pany and continued to conduct the business ceases to exist, without having paid its debts, with one Weed as his assistant. In July, the purchasing corporation takes the property 1909, Sallie Sulfrage was injured while subject to an equitable lien or charge in favor of the creditors of the selling corporation. This working in the laundry, which at that time,

a necessary extension of the doctrine that the as will be noted, was being operated in the assets of a corporation are a trust fund for its name of the Corbin Company, but Martin creditors. Such being the quality which equity was the owner of all the stock. The Corbin annexes to them, when the corporation elects to go out of existence, to dispossess itself of Company failed to pay the mortgage to the them, and to transfer them to another corpora- American Company, and that company, in tion, equity follows the trust fund into the September, 1909,brought suit to enforce its hands of the new taker, and charges the property in the hands of such taker with the debts mortgage lien, and the property of the Corof the transferror. In other words, the corpo- bin Company, being offered for sale under ration receiving the assets is charged in equity, the judgment obtained in that case, was as a trustee in respect of such property, with bought by the American Company for the the payment of the debts of the antecedent corporation.'

amount of its debt which was approximate

After To the same effect is La Rue v. Bank of ly the value of the property sold. Columbus, 165 Ky. 669, 178 S. W. 1033 ; Car- this Martin and his wife bought the laundry ter Coal Co. v. Clouse, 163 Ky. 337, 173 S. w. property from the American Company and 794.

organized a new corporation, known as the

, Again, in Justice, Adm'r, v. Catlettsburg Whitley Steam Laundry Company, the stock Timber Co., 168 Ky. 665, 182 S. W. 831, the in which was owned by Martin, his wife,

,

and Weed. court said:

In July, 1910, Sallie Sulfrage

sued the Corbin Company for the injury "The law is well settled that, where one corporation voluntarily conveys all its assets to an

she had received in July, 1909, and in 1912 other corporation and thus practically ceases to recovered a judgment, upon which execution exist, without having paid its debts, the pur- was issued and returned "No property chasing corporation takes the property subject found." Thereafter she brought suit on her to an equitable lien or charge in favor of the creditors of the selling corporation, who may judgment against the Corbin Company and follow the corporation's assets, or the proceeds the Whitley Steam Laundry Company, and thereof, into the hands of whomsoever they can the lower court gave judgment in favor of trace them, and subject them to the payment Mrs. Sulfrage against the Whitley Steam of the corporation's debts, except as against a bona fide purchaser for value. The rule does Laundry Company for the amount of her not operate, however, to disturb sales made in judgment against the Corbin Company, and good faith, and for value, or in satisfaction of from that judgment the appeal was prosevalid prior liens."

cuted. In the opinion the court, after reIn Angle v. Chicago, St. P., M. & O. Rail- viewing the Harbison-Walker Refractories way Company, 151 U. S. 1, 14 Sup. Ct. 240, Company Case and the Camden Interstate 38 L. Ed. 55, the court, in speaking of the Railway Company Case, said that the prinliability of a purchasing corporation to a ciple announced in these cases had no applicreditor of a selling corporation, said: cation, because the Whitley Steam Laundry

“The Omaha Company became by its wrong- Company was a purchaser for value in good ful acts the sole stockholder in the Portage Com- faith from the American Company, and, this pany. It matters not that it might have been dispossessed of this position by appropriate ac- being so, it was not liable for the debts of tion in the courts. It was, for the time at least, the Corbin Company.