The Kenosha & Beloit Railroad Company was incorporated in 1853, and was afterwards duly organized, and constructed about thirteen miles of railroad. On the 14th day of February, 1857, an act of the legislature was approved by the governor, the first section of which is as follows: “ The corporate name of the Kenosha & Beloit Railroad Company is changed to the Kenosha & Rockford Company, by which name it shall hereafter-be known and recognized in all courts and places.” On the 25th day of M.ay, 1857, the note and mortgage set out in the complaint were made to the Kenosha & Rockford Railroad Company. The act changing the name was not published till July 20th, 1857. It is contended that the acts were public or general laws, and not in force until published; and that when the note and mortgage were made and *117delivered, there was no corporation of the name mentioned therein in existence ; and that they are therefore void. And so, we are informed, the circuit court decided.
1. Are the note and mortgage void for that reason ? If the act changing the name was not in force at the date of the mortgage, the act incorporating the Kenosha & Beloit Railroad Company was, and that company was then an existing corporation ; and if it had been averred in the complaint that the defendants made the note and mortgage to that company by the name of the Kenosha & Rockford Railroad Company, the former being known at the date of the mortgage by the latter as well as by the former name, the complaint would not have been defective. Angell & Ames on Corp., §§ 99, 234; 13 Johns., 38; 1 Kyd on Corp., 287. There is sufficient evidence to sustain such an averment. And although there is a variance between the evidence and complaint, the complaint could have been amended on the trial, or even after judgment, so as to make it conform to the evidence.
2. The point that the plaintiff had ceased to exist as a corporation, and could not therefore maintain this action, was probably made without referring to the provisions of section 8, ch. 78, R. S., under which the corporation is continued in existence for certain purposes.
3. The proof is, that the sale and delivery .of the note and mortgage to the plaintiff by the railroad company were made December 18th, 1858. There is no question but that the act changing the name of the corporation was then in full force ; and although the bond of the company attached to and accompanying the note and mortgage, and by which they were assigned, bears date before the 20th of July, 1857, yet such bond had no force or validity until delivered in December, 1858, and must take effect as of that date. It was under the seal of the corporation, and purports to be made by authority of its board of directors. The note is also separately indorsed in blank in *118the name of the corporation, by its president. We are of opinion that these instruments, together with proof that the persons whose names were thereto affixed as president and secretary were such officers of the corporation, were evidence prima facie sufficient, of authority on the part of the president to sell and transfer the note and mortgage.
By the Court. — The judgment of the circuit courtis reversed, and the cause is remanded for further proceedings.