placed the same in the possession of a receiver by him appointed, who attempted to operate the road in the states of Alabama and Mississippi, but by his neglect and mismanagement the property had become greatly injured and deteriorated. The bill further stated that the governor of Alabama had also filed bills for the foreclosure and sale of the road and its equipments in the states of Alabama, Mississippi, Georgia and Tennessee (in all of which states portions of the road were situated), and had procured the appointment of receivers in said states, who took possession of the said several portions of the road; and that the governor had also procured the company to be declared bankrupt in the district court of the United States for the middle district of Alabama, which court had appointed assignees in bankruptcy of said company; and that the said assignees had made a pretended sale of the property, at which sale the governor had purchased the same under the pretense of purchasing it for the state of Alabama. The bill charged that this was a mere pretense, and that the purchase was really made for the benefit of other parties. The bill also stated that the company was sued by many persons, and that, by reason of the multiplicity of suits, the property of the company would be greatly deteriorated and wasted, and the possession thereof by those entitled thereto would be greatly interfered with.

The bill further stated that, by reason of the various conflicting claims set up to said railway and other property by the various receivers and assignees, each denying to the other authority to run, operate or control the same, the said property was permitted to go to destruction, and was being injured to the amount of $1,000 a day; and that the damage and injury already done to said property by said mismanagement exceeded $1,500,000; that the interest of the bondholders was being greatly impaired, and that the property had ceased to be sufficient security for their payment. Various other statements were made with regard to the rapid deterioration of the property, the clouds cast upon the title thereto by the various legal proceedings, etc., and prayed for the appointment of receivers with power to raise money to make necessary repairs, and to manage the property until it should be sold by order of the court.

The defendants to the original bill were the Alabama & Chattanooga Railroad Company, the trustees of the second mortgage, the receivers appointed by the state courts at the instance of the governor of Alabama, the assignees in bankruptcy, Governor Lindsay in his individual capacity, the receiver appointed by him, and one Caldwell, an officer who had advertised much of the loose property for sale.

The bill was first presented to the justice of the fifth circuit, at Galveston, in May, 1872; and an order was granted to show cause at the next circuit court, to be held at Mobile in June, why an injunction should not be granted and a receiver appointed. No hearing was had, however, at that term. Separate answers were filed by R. B. Lindsay, governor of Alabama, in his individual capacity, by Charles Walsh, the receiver appointed at the governor's instance by the state courts of Alabama and Mississippi, and by William T. Wofford, the receiver appointed at the same instance by the state court of Georgia. The governor vindicated the course he had taken, and repelled the charges of collusion made against him in the bill. Walsh did little more than disclaim any interest in the controversy; and Wofford detailed the circumstances of his appointment as receiver, and the manner in which he had endeavored to discharge his duties as such. Numerous affidavits were taken, and documents exhibited on the condition of the road, and on the various points that were

made by the parties. Finally, by general agreement, application was again made to the justice of the circuit in August, 1872, for an injunction and the appointment of a receiver, and a large mass of affidavits and documents was produced, showing the necessity of immediate interposition of the court to save the property from absolute destruction. No opposition was now made to the appointment of receivers as asked by the bill, but the appointment was consented to by the governor of Alabama, and acquiesced in by all the parties. The complainants, by an amendment to their bill, withdrew all charges of improper conduct on the part of the governor and his agents. Arrangements had been made with him, by which all objections arising from the claims of the state to the possession of the road, to the proceedings in bankruptcy, and to the appointment of receivers by the state courts, were obviated,— it being agreed that the proceedings by which the latter had been appointed should be discontinued. Under these circumstances, an order for an injunction and the appointment of receivers was made on the 26th day of August, 1872. This order, amongst other things, recited as follows:

"It appears, by the affidavits and proofs duly submitted and filed in this cause, that the property in question, to wit, the railroad and connecting works, and other property late of the Alabama & Chattanooga Railroad Company, which are embraced in and covered by the mortgage known as the first mortgage of said company, are rapidly deteriorating in value, and being wasted, scattered and destroyed, whereby the security of the first mortgage bondholders, and the interest of all other persons concerned in said property, are subject to great hazard and danger of entire sacrifice.

"And whereas the governor of Alabama, on behalf of said state, has purchased the said property at the sale thereof by the assignees in bankruptcy of the said company, for the purpose of protecting the interests of said state, as guarantor or indorser of $4,720,000 of said first mortgage bonds, the indorsement of which has heretofore been recognized by the governor of Alabama as valid, or upon which he has heretofore paid interest, but it appears that the said state, as well as the said company, has failed to pay the full amount of interest due on said bonds.

"And whereas, in the present condition of said property, it is impossible, without great sacrifice, to dispose of the same in any manner; and whereas it has been proposed and agreed by the parties interested that all further opposition to the proceedings in bankruptcy against said company in the district court for the middle district of Alabama shall be withdrawn, and that the said proceedings shall be affirmed; and that all other proceedings for the appointment of receivers in the several state and district courts shall be discontinued, so that the proceedings in this suit shall have full effect and operation without undue embarrassment, and that a receiver or receivers shall be appointed in this cause, to take charge of said property, and put the same into proper condition for its preservation and disposition, for the mutual benefit of all parties interested therein.

"And whereas, in view of all the evidence and admissions of the parties, the court is satisfied that a receiver or receivers ought to be appointed to take charge of the entire property and manage the same, and to put the same in order and repair, to prevent the entire destruction thereof."

The order then appointed three receivers, with power to take possession of the property and collect the debts and claims due to the company, and also with power to put the road and property in repair, and to complete any uncom

pleted portions thereof, and to procure rolling-stock, and to manage and operate the road to the best advantage, so as to prevent the property from further deteriorating, and to save and preserve the same for the benefit and interest of the first mortgage bondholders, and all others having an interest therein. The order also provided that, to enable the receivers to perform the duty imposed upon them, they might raise money to an amount limited in the order, by loan, if necessary, upon certificates to be issued by them, which should be a first lien on the property.

Up to this point of time, Wallace, the present appellant, was not a party; but, as a holder of second mortgage bonds, was, with the other holders of such bonds, represented in the suit and proceedings by the trustees of the second mortgage, who were defendants, and had due notice of and acquiesced in all that was done. In February, 1873, by leave of the court, Wallace was made a defendant, and thereupon filed an answer and cross-bill, claiming to be the holder and owner of five second mortgage bonds for $1,000 each. His answer was, in substance, as follows: He denied that the Alabama & Chattanooga Railroad Company was a corporate body, though admitting that there was a joint stock company so called, and contending (as was necessary to do in order to sustain his own claim) that the bonds and mortgages issued by it were valid and binding in equity as a lien on the property in question; he denied that all the first and second mortgage bonds were valid, contending that many of them were held mala fide and without consideration; he denied the validity of the bankrupt proceedings against the company, and the validity of the sale of the property by virtue thereof; he denied that the state was liable on the first mortgage bonds, and that the governor of Alabama had any right to pay interest or to seize the road therefor; and affirmed that the trustees of the first and second mortgages had the superior right to take possession of said property, under the powers conferred in the mortgages.

§ 20. Changing the name of a corporation is not creating a new one.

It is difficult to see how the allegations of the answer, if true, could furnish any fair ground of defense to the bill. It rather corroborated the position of the complainants than otherwise, and furnished additional reasons for the relief which they asked. Indeed, the cross-bill, which was filed at the same time with the answer, and which amplified the averments thereof, prayed that the first and second mortgages might be sustained for the benefit of all bona fide owners of bonds issued under the same, and that the court would continue to hold the property in the hands of receivers, and would continue to direct and control them in the administration thereof; and that, when a sale of the property should become necessary and advantageous to all concerned, the proceeds be brought into court, and paid to the parties entitled thereto. This hardly bears the aspect of opposition to the general object of the original bill; but, as the appellant objects to the decree for pronouncing against the positions taken in the answer, and has argued the subject with much earnestness, as a reason why the decree ought to be reversed, we will examine these positions before proceeding further.

First. The answer alleges that the Alabama & Chattanooga Railroad Company was not a corporate body, and the decree affirms the contrary. The cross-bill states at large the reason for the allegation of the answer. It is, that the company had its alleged corporate existence alone in virtue of a special act of the legislature of Alabama, passed the 17th of September, 1868, which act, upon its face, was a violation of the constitution of the state, which declares.

that "corporations may be formed under general laws, but shall not be created by special act, except for municipal purposes." The act referred to is set out in full, as an exhibit to the cross-bill. It authorizes the Wills Valley Railroad Company (a pre-existing corporation) to purchase the railroad and franchises of the Northeast & Southwestern Alabama Railroad Company (another preexisting corporation); and, after doing so, to change its own name to that of the Alabama & Chattanooga Railroad Company. We are unable to see anything in this legislation repugnant to the constitutional provision referred to. That provision cannot, surely, be construed to prohibit the legislature from changing the name of a corporation, or from giving it power to purchase additional property; and this was all that it did in this case. No new corporate powers or franchises were created.

§ 21. A party is estopped from denying the validity of an act of the legislature by virtue of which alone he has any standing in court.

The appellant, however, in his cross-bill alleges that fraud and collusion were practiced in making the purchase of the Northeast & Southwestern Alabama Railroad, and that the proper steps were not taken to entitle the Wills Valley Railroad Company to assume the new name. It is admitted that the purchase was made and the name assumed; and it sufficiently appears throughout the record and by the laws of Alabama that the company always afterwards acted under the name so assumed, and was recognized thereby by all departments of the state government. The mortgage and bonds under and by virtue of which the appellant claims a standing in court were executed by the Alabama &. Chattanooga Railroad Company as a corporation. The mortgage commences with the statement that it was made between the Alabama & Chattanooga Railroad Company, a corporation of the states of Alabama, Georgia, Mississippi and Tennessee, party of the first part, and the trustees (naming them), party of the second part; and it then recites as follows: "Whereas, in pursuance and by virtue of an act of the legislature of the state of Alabama, approved November 17, 1868, and entitled' An act relating to the Wills Valley Railroad Company and the Northeast & Southwestern Alabama Railroad Company,' said Wills Valley Railroad Company has changed its name to the Alabama & Chattanooga Railroad Company." In view of these facts, we think that the appellant is estopped from denying the corporate existence of the company whose bonds he thus holds, and by virtue of which he acquires a locus standi in the suit. Irregularities and even fraud committed in making the purchase authorized by the act, and failure to perform strictly all the requisites for changing the company's name, cannot avail the appellant, occupying the position he does in this suit, to deny the corporate existence of the Alabama & Chattanooga Railroad Company. He waived all such objections when he took the bonds, and came into court only as a holder and owner thereof. The irregularities on which he relies might, perhaps, have been sufficient cause for a proceeding on the part of the state to deprive the company of its franchises, or on the part of third persons who may have been injuriously affected by the transactions. But neither the state nor any other persons have complained; and it is not competent for the appellant to raise the question in this collateral way, for the purpose of gaining some supposed advantage over other creditors of the same company, who have relied on its corporate existence in the same manner that he has done.

Secondly. The ground for impeaching the sale of the road by the assignees in bankruptcy is based on the supposed want of jurisdiction of the judge who

made the order to show cause why the company should not be declared bankrupt, of the district court which made the decree of bankruptcy, and the alleged want of notice to the second mortgage bondholders, or their trustees, of the petition for an order of sale.

As to these proceedings (which are quite fully stated in the answer of Lindsay, one of the defendants), the appellant, in his cross-bill, admits that a petition of involuntary bankruptcy was filed against the Alabama & Chattanooga Railroad Company, in the district court of the United States for the middle district of Alabama, by one W. A. C. Jones; that a rule to show cause was made by Circuit Judge Woods; that the company was adjudged a bankrupt by default by the district judge; that Bailey, Gindrat and S. B. Jones were appointed assignees; that they filed a petition in the district court for the sale of the property; that the court granted a rule to show cause thereon, and heard the same, and made an order of sale; and that the sale was made accordingly. The petition of the assignees, asking for an order to sell, the order to show cause why a sale should not be made, and the order of sale made thereon, are all set out in full by way of exhibits to the cross-bill. The assignees' report of sale, and the order confirming the same, had been previously filed in the cause by the complainants. With all this in the record, it is certainly difficult to see any lack of jurisdiction in the court to order the sale complained of; but the cross-bill alleges that these proceedings were irregular and void. Whether this be so, and whether it can be alleged in this collateral way, depends upon the character of the objections made to their validity. The objections made are as follows: First. That the company was not a legal corporation, and therefore the court had no jurisdiction to declare it bankrupt. We have already considered this objection and think it has no foundation in fact.

§ 22. The promise to a petitioner for bankruptcy proceedings that his debt should be paid in full does not invalidate the proceedings.

Secondly. That the proceedings were instigated by the governor of Alabama, on a pledge or promise to Jones, the petitioner, that his debt should be paid in full. We do not perceive how this fact, if true, can avoid the proceedings in bankruptcy. If the debtor should make such a promise or pledge, it would affect his discharge, but would not invalidate the proceedings. To give it that effect would operate to the injury of other creditors and purchasers interested in the bankruptcy proceedings.

§ 23. A circuit judge has the power to act in place of the district judge in bankruptcy proceedings.

Thirdly. It is alleged that Judge Woods had no authority to make the order to show cause; that he could not know, when he made it, that the district judge would not be present to conduct the proceedings. As the appellant has not set forth in full the order to show cause referred to, we must presume that the circuit judge acted according to law. He had full power to perform the duties of the district judge when the latter was disabled to perform them. The act of congress of March 2, 1809 (2 Stat., 534), expressly authorized the justice of the circuit to do this, in case of the disability of the district judge to perform the duties of his office; and the act of April 10, 1869, which created the circuit judges, conferred upon them the same power in the circuits as the justices of the supreme court had. 16 id., 44.

Fourthly. It is objected that no notice of the assignee's petition for a sale was given to the second mortgage bondholders, or their trustees, although it