Epitomized Opinion

Published Only in Ohio Law Abstract

The Creamery Co. sued the Adams Express Co. for losses arising under certain shipments made by the. Express Co. Subsequently the Express Co. and certain other companies were consolidated and merged into the American Eailways Express Co. The latter took over’ substantially all the property and business of the constituent companies and gave no consideration other than the distribution of stock. The agreement of consolidation contained no covenant to assume the debts and liabilities of the constituent companies. The precise question in these eases is whether the consolidated company is liable for the debts and defaults of the Adams Express Co. The trial court held that it was. In affirming the judgment, the Court of Appeals held:

1. The debts of the original company follow as an incident to the consolidation and become by implication the obligations of the new corporation. 7 Euling Case Law 182, 132 VA. 139; 190 Ky. 636. We think, in view of the nature of the consolidation that an assumption of the debts of the constituent companies by the consolidated company may properly be inferred.