corporation and under a similar trade name, it will be enjoined; but even if the corporate name be similar, if the business carried on be unlike, an injunction will be refused.2095

§ 96. Construction of act.

"The provisions of this act so far as they are the same as those of existing statutes shall be construed as a continuation thereof, and not as new enactments, and a reference in a statute which has not been repealed to provisions of law which have been revised and re-enacted herein shall be construed as applying to such provisions as so incorporated in this act. The repeal of a law by this act shall not affect any act done, ratified or confirmed, or any right accrued or established, or any action, suit or proceeding commenced under any of the laws repealed before the repeal took effect, but the proceedings in such case shall, when necessary, conform to the provisions of this act." 2096

a. Effect of repealing general act.

"The repeal of a general corporation law cannot be con ́strued, in the absence of express provisions, as intended to repeal

2095 Ibid., p. 276.

2096 St. 1903, c. 437, § 96; R. L., c. 226, §§ 2, 4; Pub. St., c. 223, §§ 2, 4 Gen. St., c. 181, §§ 4, 9; Rev. St., c. 146, § 5.

;

Citations. St. 1903, c. 437, § 96: Harvey-Watts Co. v. Worcester Umbrella Co., 193 Mass. 140.

Pub. St., c. 223, § 2: Com. v. Anselvich, 186 Mass. 376; Woodward v. Spurr, 138 Mass. 593.

Pub. St., c. 223, § 4:

Gen. St., c. 181, § 4:

Com. v. Anselvich, 186 Mass. 376.

Dolton v. Hair, 16 Gray, 150; Brigham v. Dole, 2 Allen, 50; Bigelow v. Bemis, 2 Allen, 498; Locke v. Johnson, 3 Allen, 156; Dudley v. Adams, 5 Allen, 96; Jewett v. Phillips, 5 Allen, 152; Fessenden v. Nickerson, 125 Mass. 318.

Gen. St., c. 181, § 9: Com. v. Welsh, 1 Allen, 4.

Rev. St., c. 146, § 5: Fowle v. Kirkland, 18 Pick. 299; Gay v. Richardson, 18 Pick. 419; Battles v. Forbes, 18 Pick. 533; s. c., 19 Pick. 578; McManagil v. Ross, 20 Pick. 99; Valentine v. Boston, 20 Pick. 202; Bickford v. Boston & Lowell R. R. Co., 21 Pick. 109; Sawyer v. Bancroft, 21 Pick. 210; Hewitt v. Wilcox, 1 Met. 156; Burnside v. Newton, 1 Met. 427; Wright v. Oakley, 5 Met. 408; Brigham v. Bigelow, 12 Met. 269; Hunt v. Mickey, 12 Met. 352; Gilmore v. Skiff, 4 Cush. 504; Bancroft v. Andrews, 6 Cush. 496; De Witt v. Harvey, 4 Gray, 490; Fessenden v. Nickerson, 125 Mass. 318.

This section is the same as the corresponding provisions of the Revised Laws.

the charters of corporations formed under it, especially where the manifest purpose of the repealing act is to substitute a new law, extending the provisions of the old, and perfecting its details, but not changing its general policy. It is a familiar rule of construction that when statutes are repealed by acts which substantially retain the provisions of the old laws, the latter are held not to have been destroyed or interrupted in their binding force.2097

b. Changes in remedies.

Changes which are mere matters of remedy, as distinguished from matters of right, do not impair any vested rights existing when the later statute takes effect.2098 This principle has been applied in the case of proving claims under the insolvent law,2099 and as to costs in proceedings begun before the later statute, but in which costs had not been awarded at the time of its passage, 2100 So, where a change in the law as to execution sales required the recording of a sheriff's deed, it was held that, in case of a sale after the act on proceedings begun before the act, it was necessary that there should be a record. 2101

This principle applies a fortiori to changes enlarging the remedy.2102 Where the later act provides a change in the method of procedure, under the clause that proceedings shall be changed to conform with the provisions of the later act the latter applies to a case pending when it is passed. 2103

2097 United Hebrew Assoc. v. Benshimol, 130 Mass. 325, 327, per Colt, J. A statute expressly repealed by the Revised Laws, but embodied in substance in a chapter thereof, is construed as continued in force and not as repealed and re-enacted. Com. v. Anselvich, 186 Mass. 376. See also Com. v. Kelliher, 12 Allen, 480.

2098 Jewett v. Phillips, 5 Allen, 150; Bigelow v. Pritchard, 21 Pick. 169; Hewitt v. Wilcox, 1 Met. 156; Gilmore v. Skiff, 4 Cush. 504.

2099 Jewett v. Phillips, 5 Allen, 150; Bigelow v. Pritchard, 21 Pick. 169. Cf. Bancroft v. Andrews, 6 Cush. 496.

2100 Fessenden v. Nickerson, 125 Mass. 318. Cf. Gay v. Richardson, 18 Pick. 417; Sawyer v. Bancroft, 21 Pick. 210; Brigham v. Dole, 2 Allen, 49. 2101 De Witt v. Harvey, 4 Gray, 490.

2102 Hewitt v. Wilcox, 1 Met. 156.

2103 McManagil v. Ross, 20 Pick. 99; Valentine v. Boston, 20 Pick. 202; Bickford v. Boston & Lowell R. R. Co., 21 Pick. 109; Burnside v. Newton, 1 Met. 427.

c. Changes in rights.

Any change in the law reducing certain rights will not involve an impairment of vested rights, provided the parties have already contracted for a less obligation than the new statute provides. 2104 Where an action has been begun under a form of action provided by the earlier act, it may be prosecuted to final judgment, although the form of action is abolished before the case has been completed; 2105 and rules and regulations made pursuant to a statute remain in force under this section after the repeal of such statute.2106 Where the period of limitation of action is changed by a later act, this does not operate to continue a right which is barred under the former statute.2107

§ 97. Date of taking effect.

"This act shall take effect on the first day of August in the year nineteen hundred and three." 2108

2104 Locke v. Johnson, 3 Allen, 153, 157. 2105 Fowle v. Kirkland, 18 Pick. 299.

2106 Hunt v. Mickey, 12 Met. 352.

2107 Bigelow v. Bemis, 2 Allen, 498; Wright v. Oakley, 5 Met. 411; Brigham v. Bigelow, 12 Met. 268.

2108 St. 1903, c. 437, § 97.

APPENDIX.

FORMS.

A. OFFICIAL FORMS.

Form 1. Agreement of Association.1

WE, whose names are hereto subscribed, do by this agreement, associate ourselves with the intention of forming a corporation according to the provisions of chapter 437 of the Acts of the year 1903, of the Commonwealth of Massachusetts, and the acts in amendment thereof and in addition thereto.

The name by which the corporation shall be known is......

The location of the principal office of the corporation within the Commonwealth is the.

The purposes for which the corporation is formed and the nature of the business to be transacted by it are as follows:

The total amount of its capital stock to be authorized is....

[Note.

- State "the restrictions, if any, imposed upon the transfer of stock, and if there are to be two or more classes of stock, a description

1 See St. 1903, c. 437, § 8. See also supra, chap. III, B.