State v. New Haven & Northampton Co.

Carpenter, J. The defendants for several years past had a station for freight and passengers at Plantsville in the town of Southington. They continued to stop their trains at this station until 1874, when, by the approval of the railroad commissioners, the station was abandoned. In 1875 the legislature upon certain conditions required the defendants to stop their trains at this station. The conditions were complied with, and the defendants refusing to obey the injunction of the legislature, this proceeding is instituted for the purpose of enforcing obedience. The writ of mandamus is resisted on several grounds, which are stated in the answer, and the answer is demurred to. 1. .It is insisted that the act of 1875 is essentially an. amendment of the defendants’ charter, and as such is inoperative, not having been accepted by the corporation within six months. — 376 — The charter itself provides, “ that this act may be altered, amended or repealed, at the pleasure of the General Assembly.” The public act on which the defendants rely was passed in 1845, is now in force, and is as follows: “ When any amendment or alteration of the charter of any corporation shall be made, if it be not otherwise specially provided in the resolution making such alteration or amendment, it shall not become operative unless within six months after its passage it shall be accepted at a meeting of said corporation, legally warned for that purpose, and unless an attested copy of said acceptance shall be lodged on file in the office of the secretary of this state, Ac.” The resolution of 1875 is as follows: “Sec. 1. That if at any time within six months after the passage of this act, any of the petitioners and others who may act with them for that purpose, shall erect at Plantsville, contiguous to the railroad, a depot building, and convey the same with the land on which it is situated, and the land reasonably necessary for the approaches thereto by the railroad trains, to the New Haven A Northampton Company, to be used for railroad purposes, it shall thereupon become the duty of said company, and it is hereby ordered, to stop at such depot thereafter its regular passenger and freight trains passing over said railroad, for the purpose of receiving and discharging passengers and freight, Ac.” The second section provides that the order may be enforced by mandamus. One thing is apparent,—that the legislature had the power to pass the act last named, as an amendment of the charter or otherwise; and had it been expressly provided that it should be operative without acceptance by the corporation, this question could not have arisen. Another thing is equally apparent,—that the legislature intended that the act should take effect without acceptance. That could not have been plainer or more certain if it had. been expressly so provided. Indeed we should not expect the General Assembly to command a thing to be done, which — 377 — is manifestly against the will of the party who is to do it, and provide for its enforcement by writ of mandamus, and at the same time provide in terms that the command should take effect without acceptance by the party on whom the obligation is laid. We cannot suppose, without imputing to the legislature a manifest absurdity, that it was intended that the corporation might at its option accept or reject the legislation in question, and make it operative or inoperative accordingly. There is no uncertainty therefore as to the intention of the legislature. The constitutional power to do the thing intended, if done in a particular manner, is not denied. But it is claimed that the legislature had no power to do it in the manner attempted, not by force of any constitutional prohibition, but by virtue of a public statute which applies to all corporations. That clause of the constitution of the United States which prohibits the states from passing any law impairing the obligation of contracts, can only apply by regarding a public statute, declaring in what manner the charters of corporations created by state authority maybe amended,, as a contract. If it is, then it is a contract with every corporation affected by it, and can never be repealed in respect to any such corporation without its consent. This will not be claimed, therefore we will not discuss the question further in its constitutional aspect. Regarding the statute as it is, a mere public statute, subject to alteration and repeal like any other act, ought it to have the effect of a constitutional provision limiting the power of the legislature, and compelling it to act, if it act at all, only in the mode prescribed ? We think not. It is certainly liable to repeal; and when repealed, the legislature may alter or amend any charter, which is subject to alteration and repeal, in any form of language it may choose to adopt. Until repealed it should have such effect and such only as the legislature intended that it should have. And that brings us to consider the question whether it was intended to apply to the act of 1875. There is no difficulty in ascertaining the intention of the legislature. If that is to govern, as in most cases, there need — 378 — be no further inquiry. If the later act conflicts with the prior, we might perhaps be justified in holding that the last expression of the will of the legislature must prevail. But we are not satisfied with such a summary disposition of the question. We choose rather to look at the three acts together, relating as they all do to the subject matter now under consideration, and construe them, if possible, so as to give effect to all of them. All legislation affecting corporations, or regulating the exercise oí powers conferred on them, is, in a general sense, amendatory of their charters. It is manifest however that the act of 1845 was not intended to apply to all such legislation. All acts conferring additional powers and privileges are amendments to which the act clearly applies; as it will not be presumed that the legislature has the power, or would desire to exercise it if it had, of compelling corporations to engage in enterprises not contemplated by the original charter. The taking away of powers previously granted is also an amendment, but it may be doubted whether it was intended that that provision of the act requiring acceptance should apply to such amendments. If it does, it would seem to be in conflict with the absolute power of repeal contained in the defendants’ charter, and which is found in many if not most of the charters granted by the legislature. But this question does not arise in this case and we express no opinion upon it. There are other acts which are passed in the exercise of the police powers of the legislature. They relate chiefly to the safety, health and comfort of the public. Instances of this kind of legislation may be found in the acts requiring railroad companies to supply passengers with water; to stop their trains at draw-bridges and crossings, to run at a reduced rate of speed through cities, &c. It is not claimed that the act under consideration applies to legislation of this kind. There are also acts of a different character, which are not strictly in the exercise of police powers, but they regulate and control the exercise of corporate franchises in such a manner as to prevent injustice and oppression and promote the general welfare of all concerned. Instances of this kind — 379 — of legislation may be found in the general statutes prescribing the powers and duties of the railroad commissioners, in the acts requiring railroad companies to fence their roads, to make cattle-guards and construct bridges, to make connections with other roads, and to check baggage, &c. Such acts may be referred to the superintending or supervisory power which the legislature ought to have and must of necessity have, over the corporate beings which it has created. The act of 1875 belongs to this class and is not strictly an amendment of the defendants’ charter. In respect to all such matters it is absurd that the several railroad companies in the state may accept or reject them at pleasure, as that would practically destroy the power and exalt the creature above the creator. A more attentive consideration of the subject matter of this controversy will illustrate this point more clearly. Prior to 1866 there seems to have been no general legislation upon the subject of establishing or abandoning stations. In that year an act was passed requiring any railroad company, in certain cases and upon certain conditions, to make new stations. By another section they were prohibited from abandoning any station which had been in existence for twelve months without the approval of the railroad commissioners. It will be perceived that in this general statute of 1866 the legislature was exercising precisely the same power with respect to all railroad companies that it attempted to exercise in the act of 1875, controlling and regulating railroad companies in establishing and abandoning stations. The former is an amendment of the charter as much as the latter; and if one is inoperative without acceptance so is the other.' Any principle applying to the one applies equally well to the other. In this respect the two must stand or fall together. Now it has never been claimed to our knowledge, and it probably never occurred to the profession, that the act of 1866 was inoperative until accepted. Certainly these defendants and their counsel did not suppose so at one time, for this case shows that they invoked the action of the railroad commissioners under this very act. And when they passed upon the question of abandoning Plantsville station they were exercising — 380 — the same powers that the legislature was exercising in passing the act of 1875; the only difference being that the commissioners were exercising delegated powers, and the legislature was exercising inherent powers. If the petitioners are right in their claim now they might have abandoned that station without regard to the commissioners or the legislature. For these reasons we entertain no doubt that the act of 1875 was operative without acceptance by the defendants. 2. In the second place, it is claimed that the act of 1875 impairs the obligation of a contract between the state and the defendants, arising out of the facts set forth in the answer relative to the abandonment and erection of said stations. The facts are briefly these. In 1872, in view of having one station in lieu of the Southington and Plantsville stations, the defendants purchased a piece of land and erected thereon a freight depot. In February, 1874, the commissioners approved of the abandonment of Plantsville station on certain conditions. The conditions were complied with, the defendants erecting a new passenger station at an expense of about ten thousand dollars, which was completed in November, 1874, when the approval seems to have taken effect, and Plantsville station was abandoned. We are at a loss to see how this transaction can be regarded as a contract. The state did not become a contracting party unless through the agency of the railroad commissioners. By a reference to the statute it will be found that their duties were very simple—to approve or disapprove of the abandonment of the station. They had no power whatever to contract in behalf of the state. They had no power to impose terms or conditions except as' such conditions might operate to fix the time when the approval should take effect. The conditions imposed no burden upon the defendants, and their performance or non-performance was a matter of indifference to the state, so long as the public were reasonably accommodated. On the other hand it was not a matter of contract with the defendants. They determined for themselves to abandon the station, and took the requisite steps to accomplish that end. Prior to 1866 they had the absolute power to do so; and the — 381 — law of that year simply required the approval of the commissioners. After the approval the defendants sustained the same relation to the state and the public that they did before, except that they had the privilege desired. They were not bound to exercise it nor to do any other act suggested in the decision of the commissioners. In erecting a new station and abandoning the Plantsville station they acted entirely upon their own volition. Whatever they did they did voluntarily and in their own interest, and not in the interests of the state. The erection of a new station was not the price they paid for the approval of the commissioners; on the contrary it was because the wants of the public at ano! her station required it; and presumptively it was for their interest to do so. It is quite probable that it was constructed with reference to accommodating the people of Plantsville, as well as the people of Southington. But that does not make it a contract. It was a fact to be considered by the legislature and it doubtless was considered, as the people of Plantsville were required to erect at their own expense a station to be deeded to and owned by the defendants. Each party deliberated independently of the other. The defendants decided to abandon and asked the commissioners for their approval, which, after due deliberation, was granted. There was no subject matter in respect to which the minds of the parties met and formed a-contract. 3. The third objection is that the act is void as being an attempt by the legislature to annul and reverse a judgment of a judicial tribunal. This objection assumes that the approval of the commissioners was essentially and technically a judgment, being a final determination of the rights of all parties concerned. We think that the commissioners were not judges, that their duties were not judicial, and that their decision was not a judgment in such a sense as to have the effect claimed for it. The commissioners are nowhere in the statute called or' referred to as judges. The constitution declares that the judicial power of the state shall vest in the Supreme Court of Errors, the Superior Court, and such inferior courts as the — 382 — , General Assembly shall from time to time ordain and establish. The term of office of judges of such inferior courts is, .by the constitution, limited to one year; whereas railroad commissioners are appointed for three years. The construction also requires judges to be appointed by the legislature, ¡whereas commissioners are appointed by the governor. Manifestly therefore they are not regarded as judges by the ¡legislature. j Their duties, except in a very limited sense, are not judicial. They may, and doubtless do, in some cases, hear evi- : dence, weigh it, and decide; and their decisions are in writing, and perhaps recorded. To that extent, as we said in Chester v. Connecticut Valley Railroad Co., 41 Conn., 348, their duties are “judicial in character,” and their decisions in popular language are often spoken of as judgments. But ¡it is not their duty, and they have no power, to ascertain and determine the rights and enforce the relative duties of contending parties. Their whole power, and consequently their ¡whole duty, in respect to the matter now under consideration, ¡was to give or withhold their assent to the proposition of the railroad company. Their duties are not to enforce rights and redress wrongs, as a court of justice, but to stand in place of the legislature between corporations and the public and supervise the exercise of corporate powers, so that no injustice may he done. The legislature might, and for a considerable period of time did, discharge these duties itself; but as railroads became more numerous and complaints more frequent, the power was wisely delegated to a convenient board that could act promptly and with advantage to all concerned. The duties of this board therefore are not judicial, but such as pertain to the administrative powers of the legislature itself. Hence it follows that decisions made by one board may he practically reversed and a different decision made by another, or even by the same board at another time; always provided that rights of persons and property are properly respected. It also follows that this board, like the legislature, may in some cases correct the errors of the past.- Especially is this true of decisions refusing approvals. And if, after the — 383 — approval is once granted it may not be revoked by the power granting it, it does not follow that the legislature, the supreme power of the state, may not intervene and reverse the action of the inferior tribunal, and prevent the consummation of wrong and injustice. As the commissioners are not judges, and their duties are not judicial, their decisions cannot be judgments in the sense in which it is now claimed. 4. It is further insisted that this act is inoperative because it is a delegation of legislative power to individuals. This objection seems to us worthy of slight consideration. In this controversy between the people of Plantsville and the defendants, the legislature thought it expedient to grant relief to the former on condition that they, at their own expense, should erect suitable buildings for the station. Accordingly the act was so framed as to take effect only when that should be done. We see nothing objectionable in this. It was a legitimate exercise of legislative power and not a delegation of it. Other questions are suggested by the record, but as they were not insisted on in the argument we do not deem it necessary to consider them. We advise the Superior Court that the answer of the defendants is insufficient. In this opinion the other judges concurred.