Collier v. Union Railway Co.

113 Tenn. 96
CourtTennessee Supreme Court
DecidedApril 15, 1904
StatusPublished
Cited by13 cases

This text of 113 Tenn. 96 (Collier v. Union Railway Co.) is published on Counsel Stack Legal Research, covering Tennessee Supreme Court primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
Collier v. Union Railway Co., 113 Tenn. 96 (Tenn. 1904).

Opinions

Mr. Justice Wilkes

delivered the opinion of the Court.

[102]*102This is a proceeding to condemn land for railroad purposes. The defendant company claims to be a railroad corporation cliartered under general incorporation act 1875, p. 232, c. 142, section 6 (Shannon’s Compilation, sections 2414 to 2425, inclusive), and other sections bearing upon the question of corporation charters and the amendments to these original acts.

Collier and wife defend upon the ground that the charter under which the corporation is organized does not conform to the provisions of the act, and that the act and charter do not authorize the construction of such a road as is being built under it.

Our statutes provide for the formation of corporations by the following general provisions (Shannon’s Compilation):

“Sec.' 2024. Private corporations may be formed and charters obtained by them in the manner and for the purposes hereinafter provided.
“Sec. 2025. Any five or more persons, over the age of twenty-one, desiring to form a corporation for any of the purposes in this chapter mentioned shall copy the form of charter adopted to the purpose, filling the necessary blanks, afid append to the. same an application in these words: ‘We the undersigned apply to the State of Tennessee, by virtue of the laws of the land, for a charter of incorporation for the purposes and with the powers declared in the foregoing instrument. Witness our hands -day of-.’ ”

Section 2026 provides, in substance, that „the instru[103]*103ment, when probated as provided in section 2542,. with application, probate, and certificates, is to be registered in the county where the principal office of the company is situated, and also registered in the office of the secretary of state, and a certificate of registration given by the secretary of state under the great seal of the State, and it shall, when registered in the register’s office of said county, with the facsimile of said seal,-complete the formation of the company as a body corporate, and the validity of the same in any legal proceeding shall not be collaterally questioned.

The contention is that the provisions of the act must be complied with before the corporation becomes perfect and valid, and, unless they are. complied with, the charter is invalid and void.

Section 2412, Shannon’s Compilation, provides as follows : “The charter of a railroad or railway company shall be as follows: £Be it known that-and -are hereby constituted a body politic and corporate by the name .and style of (here insert the name) for the purpose of constructing a railway from-in the county of-to-in the county of _>

The charter in controversy was obtained in 1886. An amended charter was obtained in 1902.

The first criticism made is that a charter for any railroad authorized by the act must set forth the termini of the road proposed to be built, and that a charter which specifies only one terminus provides only for a circular [104]*104route, beginning at and returning to the same point, and is therefore void. And it is insisted that the charter in the present case names no termini such as the act contemplates and requires, or, if it names any, it is only one terminus, which is made the beginning and ending point.

The charter in controversy provides that certain persons' (naming them) “are hereby constituted a body politic and corporate by the name and style of the Union Railway Company for the purpose of constructing a railway from some point on or near the present southwestern limits of the taxing district of Shelby county, thence eastward on or near the southern limits to a point on or near the southeastern limits of said taxing district, thence northwardly on or near the eastern limits of the taxing district aforesaid to some point on or near the northeastern limits of said taxing district, thence west-wardly on or near the northern limits of the said taxing district, 'thence southwardly by the most practicable and feasible route to the beginning.”

It is insisted that in this description no terminus is named, or, if any is named, there is only one, which is both the beginning and end of the route.

On the other hand, it is contended that the two termini may be in one and the same place, and that there may' be any number of termini, and that the charter in'question does provide for a number.

There can be no doubt but that it is essential to name [105]*105the termini of any proposed railroad in its charter^ in order to make that charter valid.

The route of a commercial road may be generally, and need not be definitely, stated in its charter. In this respect it differs from a street railway, as is explained in the case of Citizens’ Street Railway v. Africa, 100 Tenn., 44, 42 S. W., 485, 878. Hence the form of charter prescribed for commercial railways need not include any description of the route, but only the termini.

In connection with this criticism it is said that the road which is being constructed under this charter is not such as is authorized by it, but that it is being attempted, under a charter intended for commercial railroads, to construct and operate what is called “a belt line railroad.”

The Union Railway Company made various contracts and agreements with the city of Memphis, in which it styled itself- “a belt line railwayand in a petition to the county court of Shelby county on April 19, 1886, it stated that the object of its charter was to authorize the building and operation of what is commonly known as a “belt line railway,” to connect the’various lines of railways now entering or hereafter to enter into that city, and in its articles of agreement with the city it is stated that its principal object is the building of a belt line in and around said taxing district.

Several officers of the company were examined in regard to the character of the road, and in regard to its termini.

[106]*106Mr. Brinkley, at one time its president, upon being pressed for a direct answer as to whether the road had any terminus, answered: “It has none, or a great many, according to the view you take of it; and you might say it has many termini, and no terminus.”

Mr. Fleming, the present president of the road, when asked as to its termini, replied that he knew nothing about it, except the charter; and he proposed to read that in reply to the question. He stated further that there were six different routes; and when asked to give the termini of the road, as indicated in its original charter, he replied: “I don’t know. I can give my impression of it.”

Mr. Davant, a leading railroad man of Memphis, states that his understanding- was that the Union Railway Company was a belt or terminal railway.

To the same effect is the testimony of Mr. Buckingham, one of the directors.

These gentlemen say that, in their view of the matter, the term “belt railway” or. “terminal railway” has no particular significance to distinguish it from an ordinary commercial railway.

We think we need not debate the question whether the proposed road is a belt road or terminal.road, or not, as counsel for the railway company insists that it is not a belt road or terminal road, as contradistinguished from the road which is authorized by thé statuté we have referred to, to wit, section 6, c. 142, p.

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Bluebook (online)
113 Tenn. 96, Counsel Stack Legal Research, https://law.counselstack.com/opinion/collier-v-union-railway-co-tenn-1904.