Mahaska County Railroad v. Des Moines Valley Railroad

28 Iowa 437

Opinion

Wright, J.

l. railroad tract' con The statement of the case sufficiently indicates the facts, so far as necessary to an understanding of the points ruled in this opinion. There are some matters relied upon, however, by appellant, which should, before we go further, receive attention.

1. Thus, by the agreement, the defendant was to “ build or allow but oue other depot between Eddyville and Pella.” Counsel insist that this condition was violated, and therefore plaintiff should recover, or, at least, defendant is not entitled, as prayed in the cross-bill, to have its title quieted. The testimony is clear, however, that the agreement has not been violated in this'respect. A station at a coal bank, where trains merely stop to take or leave cars, for purposes connected with this trade, is not a depot within the meaning of the contract. Nor would a “water station ” be any more of a violation of its terms.

i«< ■1" contract. 2. The sixth section of defendant’s articles of incorporation, declares that “ it shall be competent for the directors, with the assent of a majority in interest of * the stockholders in this company, to sell, transfer, mortgage or dispose of to any person * * * the estate, rights or franchises of which it may be possessed * * * or to enter into a running arrangement with any other company * * * if, in the opinion of said directors, such sale, transfer * * * or running an’angement would facilitate the construction or promote the interest of this company or road. Provided, that no such sale or transfer shall be valid until all the debts of this company shall be paid or otherwise arranged.” The directors were also given power by this section to connect the road with that of any other company, and to make all contracts as might be thought necessary for the separate or joint ownership in and occupation of their road.

And now plaintiff says that its debts were not paid at the time this contract was made, and therefore it is void. The proof is, however, that the debts, if any, amount to a very inconsiderable sum (certainly not more than $100), and that the officers of defendant,.at the time of entering into this agreement, made particular inquiries if there were any debts, and were informed repeatedly that there were none, or, if any, they had been or would be arranged. Not only so, but they have since, and do in their cross-bill, offer to pay all debts, whatever the amount, so soon as they may be duly established. Under these facts there would be no justification, either in morals or law, for holding this contract void upon this ground. *

3. The objection that the depot was not located at the “nearest and most accessible point,” finds no kind of support in the facts. In the first place, there are no words in any of the resolutions or agreements, passed or entered into in connection with this transfer, in terms requiring such location. The offer of the committee used this language, further providing that it was to be on the east side of a certain creek, and at the depot the road was to diverge “ from said creek toward the city as far as can be done without materially lengthening the distance or increasing the grade.” And if any one fact is better established than another by the immense mass of testimony before us, it is that this depot was located in strict accordance with this part of the contract. Upon this subject there is next to no conflict. The point to be selected was not only to be nearest but most accessible.

And in this connection it is well to make one further remark touching this location. Neither by the offer of the committee, the action of the stockholders, nor by the writing signed by a majority of those in interest, is the place for locating the depot specified. By these, as we have seen, nearness, accessibility, divergence toward the city east of the creek, were the guides, and there was no condition that it should be upon any particular tract of land. By the resolution and contract of April 29th, it was to be upon a certain forty-acre tract, and it was changed from this to the present location by the agreement of July 28,1864. The present depot being, as we have seen, at the most accessible point, at the place clearly pointed to by the terms of the offer, and referred to and affirmed by the stockholders, it would seem to follow that it makes but little difference whether the agreement of April 29th was binding or not. For, if authority from the stockholders was necessary to the exercise of the power by the directors, then the only authority given was to do just what was done in July, to wit: to select this spot, which met every condition of the contract.

s._ power of disposal, 4. It is claimed (and we now approach the points most relied on by the appellants) that this contract was, upon the part of plaintiff’s officers, wholly unauthorized and void. And this, because (to condense the argument), it entirely diverts the funds of the company from the purposes contemplated by the organization; because it transfers all the rights and franchises acquired for a particular purpose to another and different company with other and different objects; and because it abandoned the construction of a road “ by the way of Oskaloosa.”

The difficulty, however, in all this argument is, that it assumes as true that for which there is no warrant in the facts of the case. For it will be remembered that the sixth section of the articles of incorporation expressly gives the right to the directors, with the assent of the stockholders, to sell or transfer the estate or franchises of the company whenever, in the opinion of the directors, such sale or transfer would either facilitate the construction of the road or promote the interest of the company. Then, too, the directors, without reference to the interest of the stockholders, were given power to connect the road with any other road, and to make contracts in relation to such joint or separate ownership, use or occupation. And hence it is clear that the charter conferred the power to make such transfer, even though it covered the entire estate of the company — the same being made with the consent of the stockholders, as therein contemplated. And, certainly, there is no rule of law which prevents those constituting a corporation (having reference of course at all times to the rights of third persons) from making such absolute sale or transfer, though it should occur thereby that the object -contemplated should be entirely defeated. Waiving this, however, we remark that the arrangement made, by no means operated to divert the funds to another and different purpose; nor did the company thereby abandon the construction of a road “ by the way of Oskaloosa.” Under it the road was brought very much nearer to Oskaloosa than before, and very much nearer, possibly, than it ever would have been but for the action of the directors. Then, again, plaintiff still has a legal existence — has had all the time — there has been no surrender of its franchise, nor of all its effects. It still owns the road-bed (and possibly the right of way), from a point near the present depot to the city, and there is nothing, so far as we can see, in the least in the way of constructing a road from a point on defendant’s road, by the way of Oskaloosa, in the direction of Des Moines. By the agreement under consideration, the enterprise, apparently, has been pursued and forwarded just as far as the length of line to be built has been decreased.

_change of ime. If the sale was of all rights, therefore, it would not necessarily be invalid. If, however, there was no authority to do this, the objection cannot avail, for the contract did not undertake to, and did not in fact operate to, surrender all privileges, nor to abandon the object of the corporation. For the company could still locate, construct and operate a new line of road from- “ Eddyville via Oskaloosa, in the direction of Des Moines.” Its power is, by no means, exhausted by the location of one line. The organization was under a general law — -not a special charter. It was not held, as under a charter from parliament, in England, to build its road over particular lands. The route may be fixed, then changed, and changed as often as may be deemed necessary (before construction, certainly), the company of course being liable to costs in connection with further assessments and such incidental liabilities as may arise from inconvenience or trouble, or otherwise, to landholders. Gear v. Dub. & S. C. R. R. Co., 20 Iowa, 526.

„ , , 5.-estoppel. 5. There are, however, very many objections taken to the manner of exercising the power : as that the stockholders never assented to the transfer in the manner contemplated by the charter and the law governing corporations and the rights of the stockholders ; because all the directors did not sign the agreement ; and also because they were entered into at meetings held without notice, and at unusual places, or at places other than those provided for transacting business.

¥e are strongly induced to believe that the assent of a majority in interest of the stockholders was given to this transfer, in strict accordance with the articles of incorporation. If so, as this is the essential consideration, when looking at their rights or the rights of the corporation, as we now are, from an equitable standpoint, there would be little left of this part of the case. For as by the law governing, a majority of the directors could enter into the agreement, we should not esteem it our duty to inquire whether the meetings at which the terms of the agreement were fixed were held in the very room or rooms in which the directors usually held their meetings, nor whether the notices of those meetings were in all respects strictly formal and regular. And especially so, as it is doubtful whether they had any office at which their meetings were regularly held. Not only so, but there is proof tending to show that all had notice, and that there was a concurrence afterward by those absent in the action of those present. Then, too, as perhaps too often occurs under a general law, which allows these associations, for any purpose or object, from the making of the smallest and least useful article or implement to the construction of a national railway or tele graph line, these directors held their “ offices in the field,” carried their books and records in their pockets and hats, being equally, with the individual, at all times ready and competent to transact business in connection with the work intrusted to their hands. The stern, strict rules for which plaintiff’s counsel insists, are not, and should not under such circumstances be, applicable.

If we should waive all these considerations, however, it would be sufficient to place this part of the case upon the single ground that plaintiff is estopped from'now claiming this property or interfering with the defendant’s enjoyment of it. As already shown (by the statement), the stockholders and directors stood by, with a full knowledge of all the facts; of all that was done; of their claims; of the thousands of dollars being expended by defendant; of the fact that defendant was day after day placing its property, upon the faith of this agreement, in a condition that constitutes it a part, and a large part, of a very extensive and vdkodble pubUo work, and upon no legal or equitable principle can they be allowed now to recover this property. The considerations leading to this conclusion are many, for the most part fundamental in their origin, and well sustained by the authorities. This opinion is already too extended to allow more than this brief statement of the proposition. The authorities in brief of appellee’s counsel, however, fully sanction it.

Affirmed.