Central Railroad & Banking Co. v. Mayor of Macon

Warner, Judge. 1. This is a bill filed in behalf of a portion of the stockholders of the Macon and Western Eailroad Company, and in behalf of the Mayor and Council of the city of Macon, who sue in behalf of said city and of the citizens thereof, and as stockholders of the Macon and Augusta Eailroad Company, and of the Macon and Brunswick Eailroad Company, against the Macon and Western Eailroad Company, and the Central Eailroad and Banking Company, praying for an injunction to restrain the consummation and execution of a contract for the lease of the Macon and Western Eailroad to the Central Eailroad and Banking Company. On motion, the State was made a party complainant to the bill. A rule to show cause why the injunction should not be granted, was served on the defendants, who appeared and filed their answers to the allegations in complainants’ bill, and objected to the — 642 — State being made a party, and that the city of Macon was not a proper party complainant; which objections were overruled. On hearing the motion for an injunction, the same was granted by the presiding Judge, to which the defendants excepted. The State was not a stockholder in either the Macon and Western or Central Railroad ' Companies, and, therefore, had no direct interest in the decree to be rendered, as between the contestants. If the State had any interest in the controversy, it was in her sovereign capacity as the representative of the whole people of the State, and should have appeared before the Court in her sovereign capacity, by the appropriate mode of procedure in such cases. The consummation or non-consummation of the private contract of lease between these two corporations, was not a claim inconsistent with the sovereignty, jurisdiction or rights of the people of the State. It was a mere private suit between these two corporations, to which the State, in her sovereign capacity, was not a proper party. The city of Macon suing in behalf of the citizens thereof, or other artificial persons, had no direct interest in the decree to be rendered, as to the legal right of these two corporations to make the contract in question, which would entitle it to be made a party complainant. The question as to the legal right of the two companies to make and accept a lease of the road, is a question which involves the legal rights of the complaining stockholders in the respective companies, and the legal rights of those companies under their respective charters. The decree as to the legal right of the two corporations to make the contract, would only bind them, as to their legal l’ight to make it, and that is the sole question presented by the complainant’s bill, with which the State or the city of Macon have no concern, so far as the legal right of the two corporations to make the contract of lease, is involved. The main question in the case, as made by the pleadings in the record, is as to the legal right of the Macon and Western Railroad Company to lease that road to the Central — 643 — Eailroad and Banking Company, in the manner therein set forth. By the 11th section of the charter of the Monroe Eailroad Company it is declared, “that said Monroe Eailroad Company shall have the exclusive right of transportation and conveyance of persons, produce, merchandise and all other things over the railroad to be by them constructed, as long as they shall see fit to exercise such exclusive right.” And it is further provided in the same section of the charter, “that said company may, when they see fit, rent or farm out any part or the whole of their said exclusive right of transportation on said railroad, with the privileges thereof, to any individual or individuals, or other company, subject to the rates above mentioned.” By an Act of the General Assembly of 1847, the Macon and Western Eailroad was incorporated, and all the powers and privileges conferred on the Monroe Eailroad Company were conferred on the Macon and Western Eailroad Company, with certain exceptions, which are not pertinent to the question now before the Court. The grant to the Monroe Eailroad Company was certain enumerated privileges, with the exclusive right of transportation over the road to be constructed by them, as long as they should see fit to exercise such exclusive right; but if the company should see fit to rent or farm out any part or the whole of their exclusive right of transportation on'said railroad, they were authorized to do so, with the privileges thereof, that is to say, with the privileges of the railroad which had been granted to the company, as well as the exclusive right of transportation thereon. The privileges conferred on the company by the charter, was to enable them to construct the railroad for the transportion of persons, produce and merchandise, as long as they might see fit to do so; but whenever they should see fit to rent or farm out their exclusive right of transportation on the road to another company, then it became absolutely necessary that the privileges of the railroad granted to the company should be also rented and farmed out, so as to enable the lessee to enjoy the benefit of — 644 — the exclusive right of transportation on the road. The charter not only confers the power on the company to lease the exclusive right of transportation on the railroad, but also the privileges of the road granted to the company by the charter, so as to enable the lessee to have, enjoy and control the exclusive right of transportation on the road, in as full and ample manner as the original grantees could have done under the charter. The grant in the charter to rent or farm out the privileges of the road, was indispensable to secure the exclusive right of transportation on the road, to the lessee thereof, unless the right could be maintained on the principle, that when the law doth give anything to one, it giveth impliedly whatsoever is necessary for enjoying the same. The authority, however, is expressly granted in this charter to the company, not only to rent and farm out the exclusive right of transportation on the road, but the privileges thereof, so as to enable the lessee of the road to enjoy such exclusive right of transportation. The power to lease the privileges of the road, as conferred by the charter, was necessary to the enjoyment of the exclusive right of transportation, in the opinion of the Legislature, as manifested by the grant conferring that power. The Macon and Western road had the legal power and authority, under its charter, to make the lease. Did the Central Railroad, under its charter and the Acts of the General Assembly amendatory thereof, have the legal power and authority to purchase and accept the lease under the contract made between that company and the Macon and Western road? In 1850 the General Assembly passed an act to unite the Central Railroad and Banking Company and the Macon and Western Railroad Company, and other railroad companies, reciting in the preamble of that Act, as a reason for its enactment, “that large sums of money had been expended by incorporated companies (one of which was the Central road) and from the State Treasury, for the purpose of opening and constructing railroads from the seaboard — 645 — to the Western limits of the State, and in order that the citizens of the State should derive the full benefit intended by the line of railroads so constructed, it is expedient that the transportation of freight and passengers over said line should be as free from interruption and transhipment as possible.” The Act then declares that it shall be lawful for the Central Railroad and the Macon and "Western Railroad and the Southwestern Railroad Companies to unite their respective railroads in one common depot at or near the city of Macon, so that the cars of the respective roads may pass from one road to another uninterruptedly. It appears from the record that the Macon and Western railroad is united and connected with the Central Railroad, and is indeed but an extension of the latter road from the city of Savannah to the interior of the State. In 1852 the General Assembly passed an Act amendatory of the charter of the Central Railroad Company, enlarging the powers of that company, the object of which was, as shown by the caption of the Act, to authorize the company to lease and work such other railroads as then connected with it, or might thereafter connect with it for a term of years, or during the continuance of their respective charters. The first section of that Act declares, “ that it shall and may be lawful for the Central Railroad and Banking Company of Georgia to lease and work, for such time, and on such terms as may agreed on by the parties interested, the Augusta and Waynesboro Railroad, the Milledgeville and Gordon Railroad, the Eatonton Branch Railroad, the Southwestern Railroad, and such other railroads as now connect or may hereafter connect with the Central Railroad, and to collect, by suit or otherwise, the fares of travel and the charges of transportation on railroads so leased. The second section of the Act declares, “ that the respective boards of directors of the incorporated companies owning the railroads above mentioned, or owning such other railroads as now connect, or may hereafter connect with the Central Railroad shall have power and authority so to lease to the Central_Railroad — 646 — and Banking Company of Georgia, their respective railroads for such time, and on such other terms as they respectively may deem best.” By this Act the Central Railroad Company has the power expressly conferred upon it, by this amendatory provision of their charter, to lease not only the railroads specified by name, but such as then connected with it or thereafter might connect with it; and the Act further confers the power and authority on the respective boards of directors of other incorporated railroad companies owning such other railroads, (than those specified by name) as then connected or might thereafter connect with the Central Railroad, to lease to the last named railroad company their respective railroads, for such term of time, and bn such terms as they respectively may deem best. Whether this power, so clearly and expressly conferred on the Central Railroad Company, was wisely or unwisely conferred by the General Assembly, is not a question for the Courts to determine. The question for the Courts to decide is whether the power has been granted, and if it has, to protect the company in the enjoyment of their rights acquired under that grant of power conferred by the General Assembly. What is a connecting road, in the sense in which that term is used, in the Act of 1852? The best definition of' a connecting railroad, as applicable to this case, is that given by the General Assembly in the Act of 1850, providing for the wilting the respective railroads therein named: “so that the cars of the respective roads may pass from one road to another uninterruptedly, without the transhipment of freight or passengers.” That was the kind of connecting roads the Legislature had in contemplation in the passage of the Act of 1852. What is the character and effect of the instrument set forth in the record as the evidence of the contract between the two companies, when construed and interpreted in accordance with the acknowledged principles of the law applicable to such an instrument? It purports on its face to be a lease of the Macon and Western Railroad to the Central Railroad, and — 647 — recites the provision of the charter of the Macon and Western Railroad Company, which authorizes that company to rent or farm out its exclusive right of transportation on said railroad with the privileges thereof, to any individual or individuals, or other company. It also recites the provisions of the Act of 1852, which authorizes the Central Railroad to lease connecting roads. And it is quite clear on the face of the instrument that it was the intention of the parties to make a contract for a lease of the road, and not a contract for the sale and absolute conveyance of the title to the road. In the construction of a deed, if there be two clauses utterly inconsistent, the former must prevail, but the intention of the parties from the whole instrument, should, if possible, be ascertained and carried into effect: Code, 2655. The cardinal rule for the construction of contracts is to ascertain the intention of the parties. If that intention be clear, and it contravenes no rule of law, and sufficient words be used to arrive at the intention, it shall be enforced, irrespective of all technical or arbitrary rules of construction. The intention of the parties may differ among themselves. In such case the meaning placed on the contract by one party, and ¡'mown to be thus understood by the other party, at the time, shall be held as the true meaning: Code, 2713, 2714. In this case both parties intended to make a contract for a lease of the road, and both parties understand it now to be a lease of the road, and there is nothing in the instrument itself which requires that the Court should understand it differently. The words employed are not such as would indicate an intention to make a sale of the road, and convey an absolute title thereto to the purchaser thereof; but, on the contrary, the Macon and Western Road expressly reserves the right to enter upon and resume the possession of the road and its appurtenances, on the failure of the Central road to comply with the terms and stipulations of the contract between the parties. Construing the contract in accordance with the expressed intention of the parties on the face thereof, as well as — 648 — the legal effect of the words employed therein, it is a contract for a lease of the road to the Central Eailroad and Banking Company, and not a sale of the Macon and Western road to that company. In view of the facts contained in this record, the two complaining stockholders in the Central Eailroad Company must be presumed to have accepted the previsions of the Act of 1852, authorizing that company to lease connecting railroads ; the more especially as that company has exercised the power granted by that Act, and leased other railroads, without any objection on their part, as stockholders, to the exercise of such power on the part of the company. It is now too late for them to say that, as stockholders in the company, they never accepted and assented to the power granted to the company in the Act of 1852, to lease connecting railroads. This is an absolute contract for the lease of the Macon and Western Eailroad, and contains independent covenants. If the legislation mentioned in the covenant for the amalgamation of the two roads, so soon as the necessary legislation for that purpose can be secured, should be held, when that legislation is had, to be in violation of the legal rights of the stockholders in either company, under their contract as such stockholders, still, the absolute contract for the lease of the road would be a good and valid contract, this latter covenant in relation to the amalgamation of the two roads, being an independent covenant, could not defeat the absolute contract for the lease of the road, that contract not being dependent on the performance of the last named covenant for the amalgamation of the two roads in the manner therein expressed. But the contemplated legislation mentioned in that independent covenant, is not now before the Court, and we express no opinion in regard to it. When the contemplated legislation shall be obtained, and the stockholders of either of the companies shall complain of it as illegally interfering with their contract as such stockholders, under the charters of their respective companies, then it will be time — 649 — enough to consider that question. The State of Georgia and the city of Macon, on the statement of facts disclosed by the record, were not proper parties to the complainant’s bill of complaint. The Macon and Western Eailroad Company had the legal power and authority, under the provisions of its charter, to lease that road to the Central Eailroad and Banking Company of Georgia, and the latter company had the legal power and authority, under the provisions of the Act of 1852, to accept said lease as specified in the contract set forth in the record. In our judgment, the Court below erred in granting the injunction prayed for in complainants’ bill. Judgment reversed.