Memphis & Little Rock Railroad Co. (as reorganized) v. Berry et al.
is granted is purely metaphorical. The grant is to a person in respect of a thing, and it is said to inhere in or be attached to the thing only when by its terms the grant is assignable by a conveyance of the thing, and passes with the title to each successor."
In order to effect the transfer of the personal privilege of exemption from the old company to the new, the "statutory direction" upon which such claim is based must be tantamount to a new grant to the latter company, springing out of the law that provides for its creation and organization.
Judge Gholson in Coe v. C., P. & I. R.R. Co., 10 Ohio St., 387, states the doctrine thus, speaking of such corporation: "Such an artificial being only the law can create, and when created it cannot transfer its own existence into another." * * * "The franchise to be a corporation is therefore not a subject of sale and transfer unless the law by some positive provision has made it so, and pointed out the mode in which such sale and transfer may be effected."
In State of Ohio v. Sherman, 22 Ohio, 428, Ch. J. Welch, in explaining what is meant by sale and transfer of the franchise to be a corporation, says: "That a corporation can, when authorized by law so to do, transfer, sell or convey its charter or franchise to be a corporation, and thus vest it in others, seems to be quite well settled. I do not object to the proposition of law, except it may be to the manner of stating it. The real transaction in all such eases in legal effect is nothing more or less and nothing other than a surrender or abandonment of the old charter by the corporators, and the grant de novo of a similar character to the so-called transferees or purchasers. To look upon it in any other light, and to regard the transaction as a literal transfer or sale of the charter, is to be deceived, we think, by a mere figure or form of speech. The vital
