Logan v. Western & Atlantic Railroad

13 S.E. 516, 87 Ga. 533, 1891 Ga. LEXIS 216

• Court: Supreme Court of Georgia
• Decided: July 13, 1891
• Status: Published

Opinion

Simmons, Justice.

When this case was called, a motion was made to dismiss it on the ground that the charter of the Western and Atlantic Railroad Company had expired on the 27th of December, 1890. The motion was resisted, because, it was said, the legislature had passed an act which was approved December 26th, 1890, continuing the charter in force for the purpose of terminating suits and litigation pending against the corporation at the time of the expiration of its charter. Counsel for the movant contended that the act was unconstitutional.

The head-notes in this case will fully explain the views of the court, and are so full and exhaustive that I deem further elaboration unnecessary. All that need be added, for a clear understanding of the case, is the language of the .code, §§1679, 1684, 1688, and of the act of 1890.

Section 1679 is as follows: “All corporations have the right to sue and be sued, to have and use a common seal, to make by-laws binding on their own members, not inconsistent with the laws of this State and of the United States, to receive donations by gift or will, to purchase and hold such property, real or personal, as is necessary to the purpose of their organization, and to do all such acts as are necessary for the legitimate execution of this purpose.” .

Section 1684 is as follows: “Every corporation is dissolved — 1st, by expiration of its charter ; 2d, by forfeiture of its charter; 3d, by a surrender of its franchises ; 4th, by the death of all its members without providing for a succession.”

Section 1688 is as follows : “ Upon the dissolution of a corporation, for any cause, all of the property and assets of every description belonging to the corporation shall constitute a fund — first, for the payment of its debts, and then for equal distribution among its members. To this end the superior court of the county where such corporation was located shall have power to appoint a receiver, under proper restrictions, properly to administer such assets under its direction.”

The act of 1890 is as follows:

“An act to extend the charter of the "Western and Atlantic Railroad Company for purposes of litigation. “Section 1. Be it enacted, eta, that the charter of the Western and Atlantic Railroad Company, approved October 24th, 1870, shall be continued of full force and effect as to such suits and litigation as may he pending against it at the time of its expiration, as though such expiration had not occurred, and the assets of the company shall be subject to such final judgment as may be recovered in such litigation, and the Western and Atlantic Railroad Company is empowered to make any and all the defences to such litigation as it might have made before such expiration; that nothing in this act shall be construed to extend the existence of said corporation for any other purpose than that of continuing till its close the litigation referred to in this section.

“Section 2. Re it further enacted, that all laws and parts of laws in conflict with this act be and the same are hereby repealed.” Writ of error dismissed.