Commonwealth ex rel. Attorney General v. Lykens Water Co.

Chief Justice Mercur delivered the opinion of the court October 5th, 1885. This is an attempt to annul the charter of the respondent to which letters patent, regular in form, issued on the 20th of July, 1883. The ground of complaint is that letters patent had previously issued to another corporation of the same name, giving to it the exclusive right to enjoy the same rights and privileges in the same territory. It is admitted that the corporation, for the benefit of which the charter of the respondent is attacked, was duly incorporated on the 6th of Majr, 1880, under the Act of 29th April, 1874 and its supplements. Section 11 of the supplement of 17th April, 1876, inter alia declares, “ if any company incorporated under this Act or the Act to which this is a supplement, shall not proceed to carry on its work, and construct its necessary buildings, structures or improvements within the space of two years from the date of its letters patent.....the rights and privileges thereby granted to said Corporation shall revert to the Commonwealth.” More than three years had elapsed after letters patent were issued to the first corporation, before they were issued to the respondent, yet the former had .wholly failed to comply with the requirements of the Act of 1876. By the terms of this Act, all its rights and privileges had reverted to the Com [397] monwealth more than a year before it granted the same rights and privileges to the respondent. It is contended that the first corporation is relieved from a forfeiture of its charter, under section 5 of the Act of 13th June, 1883. It declares “that any corporation now in existence shall have two years from the date of this Act to do and perform the things by this section required.” This clause is aplicable only to corporations existing at the time of the passage of the Act. Section 4 of this Act declares, “ nothing in this Act contained shall be construed to repeal or authorize the repeal of any of the requirements or restrictions of the said Act of April 29th, 1824, and its supplements, nor to dispense with any of the provisions of the said Act.” Language could not more clearly indicate that the Act of 13th June did not intend to infuse life into a corporation that was defunct under the supplementary Act of 17th April, 1876. The purpose of the Act of 13th June was not to restore to life a corporation that was dead, but was to extend to one in full life the time in which it might do and perform the things specified, and thereby continue the life then existing. The facts of this case relieve it from the application of the general rule of law, that a corporation is not deemed to be dissolved by reason of misuser or non-user of its franchises, nor its rights and privileges forfeited, until default has been judicially ascertained and declared by a judgment of forfeiture. The limitation of time inheres in the very grant under which the letters patent issued. It .is an express clause in the contract under which the corporation was created and its charter accepted. The fact is unquestioned that the first corporation did not perform the acts required to preserve its rights and privileges under the Act of 1876. The two facts then existed whereby, under the provisions of its charter, all its rights and privileges should revert to the Commonwealth. The statute law of the grant itself becomes the law of this case : McLaren v. Pennington, 1 Paige Ch. Rep., 102. When the legislature reserves to itself the right to repeal a charter on the happening of a certain event, it may enact the repeal whenever the event happens, without first invoking the judgment of a court: Crease v. Babcock, 23 Pick., 334. The Act of 1876 did not specifically require any action of the legislature to cause the franchises granted to revert to the Commonwealth. As then after the expiration of the two years nothing had been done under the charter to continue its life, all its franchises in equity reverted to the Commonwealth. The latter resumed them, and afterwards granted them to the respondent. It is unimportant whether the forfeiture be declared by quo wat [398] ranto or by other proceeding on the part of the Commonwealth, declaring and affirming the forfeiture and reversion. The latter is now in no position, either for itself or for the benefit of the former corporation, to disturb the vested rights of the respondent: Lumber and Boom Co. v. Comth., 4 Out. 438, The injustice of permitting a corporation to retain, unused, the exclusive right to a power intended to be used for the benefit of the public, is so contrary to public policy that the relator must present a clearer case than he has now shown to justify a reversal of this judgment. Judgment affirmed.