Heath v. . Barmore

Rapallo, J. In so far as the plaintiff’s right to recover in this action is sought to be sustained, on the ground that at common law real estate held by a corporation at the time of its dissolution reverts to the grantor, it cannot be supported for two reasons: First, because the plank-road company has not been dissolved, and secondly, because the rule of law invoked by the plaintiff does not prevail in this State in respect to stock corporations. Under the provisions of 1 R. L., 248, and 1 R. S., 600, §§ 9 and 10, upon the dissolution of a corpotion, the directors or managers at that time become trustees of its property (unless some other custodian is appointed), for the purpose of paying the debts of the corporation and dividing its property among its stockholders; and these provisions apply as well to the real as to the personal property of corporations. (Owen, Receiver, v. Smith, 31 Barb., 641; 2 Kent Com., 307 and 308; notes 371 and 372 of 11th ed.; Angell & Ames on Corporations, § 799, a, 5th ed.; 46 Barb., 365.) Consequently, where lands are conveyed absolutely to a corporation having stockholders, no reversion or possibility of a reverter remains in the grantor. *306 The conveyances to the plank-road company in this case appear to have been absolute conveyances—no condition or limitation of the estate seems to have been contained in them, and they therefore passed the whole estate of the grantor. (2 R. S., 748, § 1.) The plaintiff contends, however, that these conveyances having been made to a plank-road company, the estate granted must be deemed to be limited to that required for the purposes of a plank-road, and the devotion of them to those purposes is an implied condition or qualification of the grant, and in support of this position he cites Jackson v. Hathaway (15 Johns., 447); Matter of John and Cherry Streets (19 Wend., 659 and 675); Hooker v. Utica Turnpike Co. (12 id., 371); Mahan v. N. Y. Central R. R. (24 N. Y., 658); 3 Hill 568; 25 Wend., 462; 18 id., 9.) It did not appear in either of the cases cited that there had been any conveyance by the owner of the soil to the corporation. They are all cases of lands taken for streets or highways, or by turnpike companies who were authorized to take lands necessary for the construction and operation of their roads, at an appraised value; and they hold that, as to lands taken for highways, the public acquires only an easement, leaving the fee in the original owner, and that as to lands taken by turnpike companies, although the acts declare that they shall be held by the company, its successors and assigns forever, it acquires only such interest as is necessary for the public use for which the lands are taken; that when that use ceases, the lands revert, and that an additional burden, such as a steam railroad, cannot be imposed upon them by law, without making further compensation to the owner of the fee. These cases decide only what was'the legal effect of a taking "of land in invitum for highways, or under the provisions of the turnpike act, but do not determine the effect of a voluntary conveyance by an individual to a corporation capable of taking land by purchase. Even a turnpike company may *307 by grant acquire lands in fee and convey an indefeasible title to a purchaser. (People v. Mauran, 5 Denio, 389.) The plank-road act (Laws of 1847, chap. 210, § 28) provides expressly, as to land taken by legal proceedings, that it shall be held so long as it shall be used for the purposes of the road. But no such provision is made with respect to lands acquired by purchase. The amended act (Laws of 1847, chap. 398, § 1) declares, that any company formed under'the previous act may procure, by purchase or gift from the owners thereof, any land necessary for the construction of the road, and is silent as to the tenure. So far from gathering from this any intention to extend the limitation of the tenure to lands thus purchased, it would rather indicate the intention to leave that matter to the agreement of the parties, when the lands are acquired by private purchase. When a plank-road is sold under execution, it is provided by the act of 1857 (chap. 482) that a new corporation may be formed by the purchaser and others, for a term not exceeding the unexpired term of the original incorporation. This, however, is only a limit upon the duration of the franchise. It would not prevent the company during its existence from aliening in fee land which it held in fee, or preclude the division of such property among its stockholders on dissolution, The act of 1859 (chap. 209, § 2) authorizes plank-roads to purchase, take and hold lands necessary for branches, etc., and also to enter upon and take, by legal proceedings, the lands of any person necessary for like purposes. But as to lands which they shall legally enter upon and take by virtue of the act, and those only, their tenure is limited to so long as such lands shall be used for a road. (§ 8.) In this respect, all the acts are in harmony. As to the land of which the plaintiff held the legal title at the time of his conveyance to the plank-road company, that conveyance passed all his estate and interest in the land. The price paid by the company must be deemed to be the consideration for. the entire fee, and he consequently retained no property therein which would preclude the State, with *308 the assent of the plank-road company, from devoting the land to other public uses, though they should impose greater burdens upon it than a plank-road, or even from declaring by law that a surrender of any part of the road by the company, in the form prescribed by the act, should 'operate to transfer the title of the company to the town. (See Heyward v. Mayor, etc., 7 N. Y., 314.) The words of the act of 1854 (chap. 87, § 1), which declare that the portion surrendered shall “ cease to be the property of the company and revert and belong to the several towns,” etc., are, we think, sufficient to make the surrender equivalent to an alienation by the company, and broad enough to embrace lands which never before belonged to the towns, as well as those which were, when acquired by the company, public highways. The act of 1854, under which the defendant justifies, cannot therefore be successfully assailed on the ground that it takes property of the plaintiff for public use without just compensation. These views dispose of the case so far as the lands of which the plaintiff held the legal title, at the time of his conveyance to the company, are concerned. As to those which at the time of that conveyance were in his possession, but the title whereto was in the heirs of James Heath, his conveyance passed to the company, at the least, the legal title to an undivided share, it appearing by the finding that James Heath was his father. His contract with Pratt also conveyed to the latter an equitable title to a like undivided share in the thirty-acre lot; and that share in the lands embraced in Pratt’s conveyance, passed from him to the company. Pratt’s payment of the purchase-money clearly' entitled his grantee to the possession of that undivided share. Consequently, without considering the effect of the title to the other shares which the plaintiff acquired from his co-heirs, subsequently to the conveyances to the company, and even supposing that such title did .not inure to the benefit of the company, the company, or those claiming through it, were, at the time of the alleged trespasses, at least tenants in common *309 "with the plaintiff, and for that reason he could not maintain trespass against them for acts of the character established by the findings. That consideration was sufficient to defeat the action, and the judgment must therefore be affirmed, with costs. All concur. Judgment affirmed.