necessary to constitute a gas plant; the plaintiff, Hennessy, who was a skilled plumber and gas-fitter, acting as superintendent of said works. On October 17, 1887, said Hennessy, Griggs and Eshelman, with William Budge and W. J. Murphy, executed and acknowledged certain articles of incorporation, which were duly filed, and the said parties became a body corporate as the Dakota Gas & Fuel Company; said corporation being formed to carry on the business begun by said copartnership, and succeeding to all the rights thereof. The capital stock of the company was $100,000, divided into shares of $100 each. After the formation of the corporation, Griggs, without the knowledge and consent of plaintiff, conveyed to said corporation the land on which the gas-works had been erected, and which was valued at $3,000; and on November 15, 1887, Griggs and Eshelman, without the consent of plaintiff, pretended to convey to said company all the property and effects of the copartnership by assignment in writing, as follows: “Whereas, by the terms of the articles of copartnership of the Dakota Gas and Fuel Company, made and entered into on the 26th day of November, A. D. 1886, by and between Alex. Griggs, Thomas Hennessy, and J. 8S. Eshelman, as members thereof, it was stipulated and‘ agreed ‘that, as’ soon as may be, the said copartners shall proceed to incorporate under the laws of Dakota, and by the corporate name of ‘The Dakota Gas and Fuel Company,’ and that when such incorporation is complete the said copartnership shall assign, transfer, and set over to said corporation all of its rights, property, both real and personal, and all of its contracts, interests, and accumulations;’ and whereas, the said incorporation named as aforesaid is now complete, and incorporated under the name aforesaid, and as specified in said copartnership agreement: Now, therefore, in compliance with the agreement aforesaid, and in consideration that the said corporation, as party of the second part, expressly assumes and agrees to pay all debts contracted heretofore by said copartnership, party of the first part, and further agrees to carry into effect, and fully perform, all contracts and agreements made and entered into by said first party heretofore, and further assumes all of the existing obligations of said first party, and agrees to hold harmless and
