Land v. Churchill

Adams, Judge, delivered the opinion of the court. This was an action of ejectment. Both parties claimed under one James C. McKeehan, who was the patentee under the United States for the land on which the lot in controversy was situated. The defendants claim title through the Pacific Railroad Company, or rather through Frederick L. Billon, trustee for the sole use and benefit of the Pacific Railroad Company. The deed to Billon embraced 151 town lots, distributed alternately throughout the town of Knob Noster, situated on the line of said railroad, and five and a half acres of depot grounds, and was executed to the said trustee in 1858, for the use of said company, for and in consideration of the sum of one dollar and the benefits which the grantor expected to obtain from the location of a passenger and freight station upon the land thereby conveyed ; and the deed also authorized a sale by the trustee of all such portions of the real estate thereby conveyed as should not be required for the purposes of said road, at such time and in such manner as the board of directors of said company should deem most conducive to the interest of said company. . The defendants claimed title under and through this conveyance to Billon, and have the oldest paper title, provided the deed to Billon as trustee is valid. Numerous instructions were given and refused, raising the question as to the power of the Pacific Railroad Company to take, hold and dispose of the lands in question; and the Circuit Court having decided these questions in favor of the defendants, the plaintiff has brought the case here by appeal. The question as to the power of the Pacific Railroad Company to receive grants of land and to dispose of them depends upon the proper construction of its charter and the laws of this State referring thereto. By the first section of the charter, among other things, it is provided that it “ may hold, use, possess and enjoy the fee simple or other title in and to any real estate, and may sell and dispose of the same.” (See Laws of Mo. 1849, p. 219.) The seventh section of this act was amended in 1851 (Laws of 1851, p. 272, § 9), and provides that “said company [253] shall have power to locate and construct a railroad,” etc., “ and for that purpose may hold a strip of land not exceeding one hundred feet wide, except where it may be necessary for turn-outs, embankments' or excavations, in which case they may hold a sufficient width for the preservation of their road, and may also hold’ sufficient land for the erection and maintenance of depots, landing places or wharves, engine-houses, machine shops, warehouses, and wood and water stations.” Section 20 of the act of 1849, above referred to, provides that “ the operations of said company shall be confined to the general business of locating, constructing, managing, and using said railroad, and the acts necessary or proper to carry the same into complete and successful operation.” By section 57 of an act entitled “ An act. to authorize the formation of railroad associations and to regulate the same,” approved December 13, 1855, it is provided that “ all existing railroad corporations within this State, and such as now or may be hereafter chartered, shall respectively have and possess all the powers and privileges contained in this act, and they shall be subject to all the duties, liabilities and provisions not inconsistent with the provisions of their charter contained in this act.” Among the privileges referred to in this section are those contained in section 29 of the same act (R. C. 1855, p. 425), which provides that such company may “take and hold such voluntary grants of real estate and other property as shall be made to it to 'aid in the construction, maintenance and accommodation of its railroad, but the real estate received by voluntary grant shall be held and used for the purpose of such grant only.” It may also “purchase, hold and use all such real estate and other property as may be necessary for the construction and maintenance of its railroad, and the stations and other accommodations necessary to accomplish the object of its incorporation.” From these enactments it is evident to my mind, that it was the intention of the Legislature to invest the Pacific Railroad Company with power to take two classes of real estate; one class it had the right to receive and dispose of at pleasure, for the pur [254] pose of aiding in the construction of its road, or for raising funds to pay debts contracted in its construction, etc.; the other class it can hold only for depots, road-beds, etc. The history of the country shows that this is the proper construction of the acts referred to. From the time the charter was granted, donations of real estate to aid in its construction have been made all along the line of the road, and titles have been acquired and investments made on the faith of this being tbe proper construction of tbe charter. It is true that this company, like all other corporations, is subject to all tbe limitations expressed in tbe charter, but tbe charter and tbe laws above referred to expressly authorize grants of land to be made to aid in tbe construction of tbe road. The State considered this railroad company able to receive the lands donated by Congress without any enlargement of its charter, and accordingly made the grant to aid in the construction of the main trunk line to the bifurcation of the Southwest branch, and from that point to apply the lands to the Southwest branch. Although this railroad company may receive grants of land, and sell and dispose of the same for the purposes of its construction and payment of its debts, etc., it cannot become a large landed proprietor for purposes not connected with its creation. But the amount of lands it may receive cannot be decided between these parties ; conceding the power to receive lands for the purposes aforesaid, no one, except the State, can raise the question as to the amount that may be received. This was decided by this court in the case of Chambers v. The City of St. Louis, 29 Mo. 576-7; also by the Supreme Court of the United States in the case of Meyer v. Croft, reported in the May number of the Law Register for 1872; see also to the same effect, Smith v. Shely, decided by the Supreme Court of the United States at the December term, 1871. Judge Scott, in Chambers v. The City of St. Louis, says, delivering the opinion of the court: “ There being a right in the city to take and bold lands, if there is a capacity in the vendor to convey, so soon as the conveyance is made there is a complete sale ; and if the corporation, in purchasing, violates or abuses the power to do so, that is no concern of the vendor or bis heirs. It is a matter between the State and the city.” [255] So this question can arise only in a direct proceeding by the State against the Pacific Railroad Company, and not in a collateral proceeding like this. The case of The Pacific R.R. Co. v. Seeley’s Heirs, 45 Mo. 212, was a suit in equity for the specific conveyance of lands, and not an executed conveyance. That case went off on the ground that the contract in question upon its face showed that it was against public policy. The petition was demurred to and the demurrer was sustained by the Circuit Court, and this judgment of the Circuit Court was properly affirmed by this court, on the ground that the contract was void as being against public policy. There is a manifest distinction between executory and executed contracts. While a party may not be compélled by a court of equity to carry a contract into specific execution, yet if he should voluntarily make a deed, it will be good to pass all his title. The case of The State v. Commissioners of Mansfield, 3 Zabr., N. J., 510, so strongly relied on by the counsel for appellants, is not in conflict with any of the doctrines here laid down. In that case the Camden & Amboy Railroad and Transportation Company claimed that certain real estate consisting of houses and lots owned by that company and let by them to their workmen and employees, were exempt from taxation under a clause in their charter exempting the company “from all further taxation.” The court held that this property was liable to taxation, while the road-bed, turnouts, etc., were exempt, thereby holding that there were two classes of real estate which the company had the power to acquire and hold, the one being liable to taxation and the other exempt. The same doctrine was maintained in Massachusetts in the case of The Inhabitants of Worcester v. The Wilson R.R. Corporation, 4 Metc. 564, which is looked upon as a well-considered case. (See also Whitehead v. Vineyard, ante, p. 30.) Under the view we-take of this case the judgment must be affirmed. The other judges concur.