Under Sec. 19 of the act of 1938 (Ga. L. 1937-38, Ex. Sess., pp. 214-232; Code, Ann. Supp., 22-1844), where two corporations merge, any claim had against one of the merging corporations before the merger can be enforced against the resulting corporation after the merger. Accordingly, the plaintiff, as assignee, was entitled to enforce its asserted claim against the defendant, a resulting corporation, and the petition was not subject to the ground of general demurrer that no cause of action was set forth against the defendant.

Cargill, Inc., as assignee of Falk & Company, brought an action in the Civil Court of Fulton County against William Armstrong Smith Company for the breach of a written contract. The petition alleges the following: On May 31, 1952, Falk & Company, a Pennsylvania corporation, assigned in writing the contract of Dixie Printing Ink Company, a Georgia corporation, to Cargill, Inc., a copy of which contract is attached hereto. The defendant, a corporation at the time of the bringing of the suit, was organized and existed by virtue of the laws of Georgia. By the breach of the contract the defendant damaged the plaintiff in the sum of $5,406.92 by reason of the facts hereinafter set forth. On March 21, 1952, a written contract was entered into between Dixie Printing Ink Company and Falk & Company for the sale by Falk & Company to Dixie Printing Ink Company of five tank cars of linseed oil amounting to 300,000 pounds. A part of the linseed oil covered by the contract was delivered to, accepted by, and paid for by Dixie Printing Ink Company. By mutual agreement the time for delivery and acceptance of the balance of the linseed oil covered by the contract was extended. William Armstrong Smith, president of Dixie Printing Ink Company, informed the plaintiff that it would not accept delivery of the balance of the linseed oil referred to in the contract. On August 24, 1953, the plaintiff by letter gave the defendant notice to comply with the contract. The plaintiff has complied with its obligations under the contract except as prevented by the defendant. The petition shows in detail how the amount of damages of $5,406.92 was arrived at and then alleges: "The named defendant is the successor of Dixie Printing Ink Co., a Georgia corporation, and by order of Fulton Superior Court dated November 30, 1953, said company and defendant were merged. Attached to the petition for merger filed in the Superior Court of Fulton County, Georgia, is an agreement entered and adopted by each of the petitioning corporations, according to the terms of which this merger is prayed. Paragraph 5 of said agreement is as follows: 'Dixie Printing Ink Co. shall transfer, convey and assign to William Armstrong Smith Co. all its assets and properties of whatsoever nature and William Armstrong Smith Co. shall assume all liabilities and obligations of whatsoever nature of Dixie Printing Ink Co., the disappearing corporation.' " The prayer is for process and judgment in the amount of $5,406.92 plus interest at 7% since August 24, 1953. Attached to the petition as exhibits are a copy of the original contract and a copy of the letter of demand that Dixie Printing Ink Company comply with the contract.

The defendant demurred to the petition on several grounds, and the following ground was sustained and the action dismissed. "Defendant demurs to the plaintiff's petition as a whole on the ground that said petition sets forth no right of action against this defendant because the alleged assumption of indebtedness by the William Armstrong Smith Co. of the indebtedness of Dixie Printing Ink Co. was an agreement and assumption of indebtedness between said named parties to which the plaintiff herein was not a party, and no obligation, right, benefit or other interest was conferred upon the plaintiff under said alleged assumption of indebtedness." To the judgment sustaining this ground of demurrer and dismissing the action the plaintiff excepted.

The agreement of merger set forth in the petition shows that the defendant would receive all the assets of Dixie Printing Ink Company and would assume all of its liabilities and obligations. Under Sec. 19 of the act of 1938 (Ga. L. 1937-38, Ex. Sess., pp. 214, 232; Code, Ann. Supp., 22-1844), when two corporations merge, "the separate existence of the constituent corporations shall cease and the merging or consolidating corporations shall become a single corporation, in accordance with the said agreement, possessing all the rights, privileges, powers, franchises and immunities . . . and all debts, liabilities, and duties of the respective former corporations shall henceforth attach to said consolidated corporation and may be enforced against it to the same extent as if said debts, liabilities and duties had been incurred by it."

The petition shows that the corporation which breached the contract with the plaintiff's assignor was merged into and became a part of the defendant corporation. Therefore, under the act of 1938, supra, the plaintiff was entitled in law to enforce against the defendant, the resulting corporation in the merger hereinbefore referred to, the claim which it had against Dixie Printing Ink Company, the separate existence of which ceased by the merger. See Atlanta Newspapers v. Doyal, 84 Ga. App. 122 (65 S. E. 2d 432). Accordingly, the petition set forth a cause of action against the defendant, and the trial court erred in sustaining the general demurrer.

Judgment reversed. Felton, C. J., and Quillian, J., concur.