the certificates did not tend to show the existence of a corporation by this name, but only of one by the corporate name of "The West River National Bank of Jamaica." The variance was held to be immaterial.

Where the name of a corporation consists of several words, the transposition, omission or alteration of some of them may not be regarded as important, if it is evident what corporation is intended. Chadsey v. McCreery, 27 Ill. 252. See also Mott v. Hicks, I Cow. (N. Y.) 513; s. c., 13 Am. Dec. 550; People v. Love, 19 Cal. 677.

Employers Liability Companies. Plaintiff, an English corporation doing business in New York under the corporate name of "Employers" Liability Assurance Corporation," sought to enjoin the defendant, a New Jersey corporation named the "Employ ers' Liability Insurance Company of the United States," and doing business in New York, from using the words "Employers Liability" as part of its corporate name.

Plaintiff contended that such use by defendant would cause confusion as to the identity of the two companies, in view of the custom of referring to insurance companies by abbreviated titles. The evidence showed the existence of several other insurance companies engaged in the same kind of business, and that they all used the words "Employers Liability" in their corporate names. Held, that although plaintiff was the first to adopt and use the words, they must be considered as designating a particular kind of insurance business, rather than as expressing proprietorship, and that defendant had a right to use them. Also that, as defendant would have no right to do business except in its full corporate name, which is clearly distinguishable from plaintiff's, the objection based on the custom of abbreviating was not available. Employers Liability Assurance Corp. v. Employers Liability Ins. Co., 10 N. Y. Supp. $45.

1. Burnham v. Savings Bank, 5 N.

H. 446; Mellor v. Spateman, 1 Saunders Rep. 340; Lewiston v. Proctor, 27 Ill. 416; Marsh v. Astoria Lodge, 27 Ill. 4; Hoereth v. Franklin Mill Co., 30 Ill. 157; Northumberland Co. Bank v. Eyer, 60 Pa. St. 436. And cases cited where distinction is drawn between plea in abatement and plea in bar, as regards misnomer of corporations.

If a corporation, being sued by a wrong name, plead to the action by its true name, the misnomer is no cause for arresting the judgment; for it should have been pleaded in abatement. Gilbert v. Nantucket Bank, 5 Mass. 97. See also Com. v. Dedham, 16 Mass. 141.

Court will not take judicial notice of a statement in a report of the commissioner of railroads to the effect that the terms of a statute authorizing a change of name on the part of a railroad company have been complied with, and the name of the company changed. Cincinnati etc. R. Co. v. Hoffhines, 46 Ohio St. 643; 40 Am. & Eng. R. Cas. 221.

setts statute

Where a fraternal beneficiary association organized under the Massachusought an injunction against the use of a similar name by another organization, it was held that as the statute made the certificate of the insurance commissioner and secretary of the commonwealth conclusive, the interposition of the court was not required. American Order of Scottish Clans v. Merrill (Mass. 1890), 24 N. E. Rep. 918.

2. Waterman on Corp., vol. 1, p. 119; Boone on Corp., § 31; Ang. & Ames on Corp., § 102; McGary v. People, 45 N. Y. 153; Regina v. Registrar, L. R., 10 Q. B. 844; s c., 59 E. C. L. 843; Shackelford v. Dangerfield, L. R., 3 C. P. 407; Morris v. St. Paul etc. R. Co., Minn. 528; Dubuque & Minn. R. Co. v. Keisel, 43 Iowa 39.

19

The identity of name is the principal means for effecting the perpetuity of succession, which is an important purpose of incorporation. The title to

shares, the liability on contracts, and the right to assets, would be in danger of confusion if the name were subject to such change. Regina v. Registrar, 10 Adol. & Ell. 839. See also Hazelett v. Buttes University, 84 Ind. 232.

1. Corporations of this State (N. Y.), if organized under general laws (except banks, banking associations, trust companies, life, health, accident, marine, and fire insurance companies, railroad companies), may apply to supreme court, general term, in the judicial district in which is situated the principal corporate property of such corporation, or its chief business office, to have name changed. I L., 1870, p. 750, ch. 322, § 1. In Tennessee, courts of chancery are clothed by statute with authority to change the name of any private corporation upon application and good reason shown by the directors. Act of Tenn. of 1871, § 11. In Maine, a corporation may, at a legal meeting of stockholders, vote to change its name and adopt a new one; and when the proceedings of such meeting, certified by its clerk, are returned to the office of the secretary of state, to be recorded by him, the name will be deemed changed. Rev. Stats. of Me. (ed. of 1871), p. 394, § 5. See Trustees of Northwestern College v. Schwagler, 37 Iowa 577; In re First Pres. Church of Bloomfield, 111 Pa. St. 156. The New York Code, § 1777.

Legislature May Change Name of Corporation, Though Forbidden to Create by Special Act.-Notwithstanding a clause in the constitution of a State, that "corporations may be formed under general laws but shall not be created by special acts except for municipal purposes," the legislature may change the name of a corporation, and give it powers to purchase additional property, no new corporate powers or franchises having been created. Wallace v. Loomis, 97 U. S. (7 Otto) 146.

In the case of Pacific Bank v. Re Ro., 37 Cal. 538, this question was consid

ered, but not determined. The court said: "The mere changing the name of a corporation is not, as it appears to us, the creation of a corporation in the sense of the constitution. As suggested by the counsel for the plaintiff, it would seem that the changing of the name of a corporation is no more the creation of a corporation than the changing of the name of a natural person is the begetting of a natural person. The act, in both cases, would seem to be what the language, which we use to designate it, imports-a change of name and not a change of being." Waterman on Corp., vol. 1, p. 120.

A Corporation May Resume Its Old Name by Usage.-Even if the legislature changes the name of a corporation, yet if the corporation continues to do business in its old name, it may regain such name by usage, and be lawfully sued or proceeded against in bankruptcy by that name. Alexander v. Buney, 28 N. J. E. 90.

2. Boone on Corp., § 31; Ang. & Ames, § 354; Meyer v. Johnston, 8 Am. & Eng. R. Cas. 584; Girard v. Philadelphia, 7 Wall. (U. S.) 1; Rosenthal v. Madison, 10 Ind. 358; Cohill v. Bigger, 8 B. Mon. (Ky.) 213; Northwestern College v. Schwagler, 37 Iowa 577; Meyer v. German Lutheran Church, 17 Am. & Eng. Corp. Cas. 195; S. C., 37 Minn. 241; McGary v. People, 45 N. Y. 153; Shackelford v. Dangerfield, L. R., 3 C. P. 407; Morris v. St. Paul etc. R., 19 Minn. 528; Wallace v. Loomis, 97 U. S. 146; Dean v. La Motte Co., 59 Mo. 523.

A law changing the name of a corporation does not alter the contract between the shareholders, or impair any of their franchises. Delaware etc. R. Co. p. Irick, 3 Zabr. (N. J.) 321.

In Re Application of First Presbyterian Church of Bloomfield for Change of Name, 15 Am. & Eng. Corp. Cas. 481, it was held that the court of common pleas of Pennsylvania may change the name of a corporation to that of

another corporation, but that change does not invest the corporation under its new name with any of the property, trusts, or charter rights of the corporation whose name is taken.

In Episcopal Charitable Society v. Episcopal Church of Dedham, 1 Pick. (Mass.) 372, by Stat. 1793, ch. 68, the rector, wardens and vestry of the Episcopal Church of Dedham were invested with certain corporate powers, by the name of the Episcopal Church of Dedham; but the proprietors of pews were left without any powers, except as a voluntary society. In 1879, the rector and wardens alone, pursuant to a vote of the proprietors, borrowed money for the use of the proprietors, and subscribed a promissory note for it, and the agents of the proprietors at different times paid the interest. The Stat. 1818, ch. 27, incorporated certain persons and the proprietors of the pews by the same name, gave them the control of the church property, and repealed the former act. The new corporation authorized the wardens and vestry to receive and make payment of all debts in favor of or against the church, which accrued under the first act. Held, that the new corporation was answerable on the note, or at least on the money

counts.

A corporation organized under a special charter, and reorganized subsequently under a general law, with a change of its name, and, to some extent, of its powers, is essentially still the same; and a judgment in an action brought against it by its latter name, to adjudge it dissolved for forfeiture of its charter, may appropriately cover the acts of the original corporation. Supreme Ct. Sp. T. 1862, People ex rel. Barton v. Rensselaer Ins. Co., 38 Barb. (N. Y.) 323.

And when, pending a suit by a cor poration, an act of the legislature was passed changing the name of the cor

poration, if the corporators should consent, and the suit proceeded to judgment in the original name, held, that it was too late after judgment for the defendant to set up that there was no such corporation, especially if he fails to make it appear that the corporators accepted the new name. Water Lot Co. v. Bank, 53 Ga. 30.

1. Wardens v. Hall, 22 Conn. 132. 2. Bank of Waterville v. Beltzer, 13 How. Pr. (N. Y.) 270; Bank of Lowville v. Edwards, 11 How. Pr. (N. Y.) 216; Bank of Havana v. Wickham, 16 How. Pr. (N. Y.) 97; Kennedy v. Cotton, 28 Barb. (N. Y.) 60; United States Bank v. Haskins, 1 Johns. Cas. (N. Y.) 132; Dutchess Cotton Mfg. v. Davis, 14 Johns. (N. Y.) 238; Jackson v. Plumbe, 8 Johns. (N. Y.) 378; Bank of Utica v. Smalley, 2 Cow. (N. Y.) 770; S.. C., 14 Am. Dec. 526; Bank of Auburn v. Weed, 19 Johns. (N. Y.) 300; Bank of Michigan v. Williams, 5 Wend. (N. Y.) 478; Shoe & Leather Bank v. Brown, 9 Abb. Pr. (N. Y.) 218; Lafayette Ins. Co. v. Rogers, 30 Barb. (N. Y.) 491; Clark v. Benton etc. Mfg. Co., 12 Wend. (N. Y.) 218; Proprietors of Southold v. Horton, 6 Hill (N. Y.) 50; Phenix Bank v. Donnell, 41 Barb. (N. Y.) 571; Camden etc. R. Co. v. Remer, 4 Barb. (N. Y.) 127; Union Mut. Ins. Co. v. Osgood, 1 Duer (N. Y.) 707. Contra, Johnson v. Kemp, 11 How. Pr. (N. Y.) 186; Litchfield Bank v. Church, 29 Conn. 148; Brown v. Illius, 27 Conn. 83; s. c., 71 Am. Dec. 49; Phoenix Bank v. Curtis, 14 Conn. 437; s. c. 36 Am. Dec. 492; West Winsted Sav. Bank v. Ford, 27 Conn. 282; Plymouth Christian Soc. v. Macomber, 3 Metc. (Mass.) 235: First Parish in Šutton v. Cole, 3 Pick. (Mass.) 245; Concord v. McIntire, 6 N. H. 527; School District v. Blaisdell, 6 N. H. 197; Woodson v. Bank of Gallipolis, 4 B. Mon. (Ky.) 203; Jones v. Bank of Tennessee, 8 B. Mon. (Ky.) 122; Depew v.

Bank of Limestone, 1 J. J. Marsh. (Ky.) 380; Bank of Gallipolis v. Trimble, 6 B. Mon. (Ky.) 599; Taylor v. Bank of Illinois, 7 T. B. Mon. (Ky.) 576, 584; Roxbury v. Huston, 37 Me. 42; Inhabitants of Orono v. Wedgewood, 44 Me. 49; s. c., 69 Am. Dec. S1; Norris v. Stapes, Hobart 211; Harris v. Muskingum Mfg. Co., 4 Blackf. (Ind.) 267; s. c., 29 Am. Dec. 372; Richardson v. St. Joseph Iron Co., 5 Blackf. (Ind.) 146; s. c., 33 Am. Dec. 460; Jones v. Cincin nati Type Foundry Co., 14 Ind. 89; Emery v. Evansville etc. R. Co., 13 Ind. 143; Cole v. Merchants' Bank, 60 Ind. 350; Heston v. Cincinnati etc. R. Co., 16 Ind. 275; Guago Iron Co. v. Dawson, 4 Blackf. (Ind.) 202; Dunning v. New Albany etc. R. Co., 2 Ind. 437; Railsback v. Liberty etc. Turnpike Co., 2 Ind. 656; Hubbard v. Chappel, 14 Ind. 601; O'Donald v. Evansville etc. R. Co., 14 Ind. 259; Cicero Hygiene Draining Co. v. Craighead, 28 Ind. 274; Indianapolis Furnace & Min. Co. v. Herkimer, 46 Ind. 142; Wiles v. Trustees of Phillippi Church, 63 Ind. 206; Stein v. Indianapolis etc. Assoc., 18 Ind. 237; s. c., 81 Am. Dec. 353; Mackenzie v. School Trustees, 72 Ind. 189; Beatty v. Bartholomew Co. Agricultural Soc., 76 Ind. 91; New Albany etc. R. Co. v. Lewis, 49 Ind. 161; Patterson v. Indianapolis Plank Road Co., 56 Ind. 20; Hunter . Burnsville Turnpike Co., 56 Ind. 203; Walker . Shelbyville etc. Turnpike Co., So Ind. 452; Cole v. Merchants' Bank, 60 Ind. 350; Anderson v. New Castle etc. R. Co., 12 Ind. 376; s. c, 64 Am. Dec. 218; Emery v. Evansville etc. R. Co., 13 Ind. 143; Ewing v. Robeson, 15 Ind. 26; Adams Express Co. v. Hill, 43 Ind. 157; Indianapolis Sun Co. v. Horrell, 53 Ind. 527; Johnson v. State, 65 Ind. 204; Northwestern Conference v. Myers, 36 Ind. 375; Grays v. Turnpike, 4 Rand. (Va.) 578; McKiel v. Real Estate Bank 4 Ark. 592; Lion Church v. St. Peter's Church, 5 W. & S. (Pa.) 215; Bennington Iron Co. v. Rutherford, 18 N. J. L. 105; s. c., 35 Am. Dec. 528; Lake Superior Building Co. v. Thompson, 32 Mich. 293; United States v. Insurance Cos., 22 Wall. (U. S.) 99; Conrad v. Atlantic Ins. Co., 1 Pet. (U. S.) 450; Society for Propagation of the Gospel v. Pawlet, 4 Pet. (U. S.) 501; Pullman v. Upton, 96 U. S. 328.

Estoppel. A contract with a party as a corporation estops the party so contracting to deny the existence of the corporation at the time it was contracted

with as such. Jones v. Cincinnati Type Foundry Co., 14 Ind. 89, See also Hamtramck v. Bank of Edwardsville, 2 Mo. 169; Hubbard v. Chappel, 14 Ind. 601; Mackenzie v. School Trustees, 72 Ind. 190.

But see as to the rule in New York, where it seems that, in a suit by a corporation, the plaintiffs, when the general issue is pleaded, must prove that they are a body corporate. Welland Canal Co. v. Hathaway, 8 Wend. (N. Y.) 481; s. c., 24 Am. Dec. 51, and cases cited.

See also Williams v. Bank of Michigan, 7 Wend. (N. Y.) 540; Jackson v. Plumbe, 8 Johns. (N. Y.) 378; Bank of Michigan v. Williams, 5 Wend. (N. Y.) 478; United States Bank v. Stearns, 15 Wend. (N. Y.) 314.

In The Utica Ins. Co. v. Tilman, I Wend. (N. Y.) 555, it was held that a corporation was sufficiently proved by the production of an exemplified copy of the act of incorporation, and evidence of user under it.

By sec. 3, R. S. N. Y. (4th ed.) 698, in suits by a domestic corporation, it is not necessary to prove its existence unless the defendants plead in bar that the plaintiffs are not a corporation. Otherwise as to foreign corporations. iams v. Bank of Michigan, 7 Wend. (N. Y.) 540, 547, note (a).

Will

See also, in this connection, Dutchess Cotton Mfg. Co. v. Davis, 14 Johns. (N. .Y.) 245; s. c., 7 Am. Dec. 459; Henriques v. Dutch West India Co.. 2 Ld. Raym. 1532; Norris v. Staps, Hobart

211.

Rule in Regard to Foreign Corporations. -The cases in which foreign corporations must prove their existence, under the general issue, are exceptions to the general rule. School District v. Blaisdell, 6 N. H. 197; Lord v. Bigelow, 8 Vt. 445.

In Jackson v. Bank of Marietta, 9 Leigh (Va.) 240, PARKER, J., observes: "I think it is clearly established that although it is not necessary in the declaration to aver the incorporation, it is necessary, under the general issue, to prove it.

See Gray v. Turnpike Co., 4 Rand. (Va.) 578; Rees v. Conocochegue Bank, 5 Rand. (Va.) 326; s. c., 16 Am. Dec. 755; Taylor v. Bank of Alexandria, 5 Leigh (Va.) 471; Jackson v. Plumbe, 8 Johns. (N. Y.) 378; Bill v. Fourth Great Western Turnpike Co., 14 Johns. (N. Y.) 416; Bank of Auburn v. Weed, 19 Johns. (N. Y.) 300; Ports