Humphreys v. McKissock

Mr. Justice Field, after stating the case, delivered the opinion of the court. The commissioner in his report committed a manifest error in holding that the Wabash Company possessed any interest in the property of the Elevator Company. The facts found by him as to the organization of the latter, the subscription ■ to its stock, the construction of the elevator and its lease to others, show beyond controversy the independent existence of that corporation, and that the railway company had no specific interest in its elevator or other property which it could mortgage. It was a mere stockholder in the Elevator Company. If there had been any doubt on this point, from the *312 evidence before that officer on which he found the facts stated, it must have been removed by the stipulation of the parties. The court below, therefore, erred in confirming the commissioner’s report in that particular and entering a decree that Humphreys and Tutt, as receivers of the Wabash Company, execute and deliver to the petitioner, McKissock, an assignment of an interest supposed to be held by it, or by them as such receivers, in the Union elevator. That railway company had no interest which it could assign, the building belonged to the Union Elevator Company, and the railway company was entitled by its subscription, when paid, only to a certain proportion of its stock. ' Both the commissioner, and the court, in confirming his report and entering the decree mentioned, seem to have confounded the ownership of stock in a corporation with ownership of its property. But nothing is more distinct than the two rights; the ownership of one confers no ownership of the other. The property of a corporation is not subject to the control of individual members, whether acting separately or jointly. They can neither encumber nor transfer that property, nor authorize others to do so. The corporation — the artificial being created — holds the property, and alone can mortgage or transfer it; and the corporation acts only through its officers, subject to the conditions prescribed by law. In Smith v. Hurd, 12 Met. 371, 385, the relations of stockholders to the rights and property of a banking corporation are stated with his usual clearness and precision by Chief Justice Shaw, speaking for-the Supreme Court of Massachusetts, and the same doctrine applies to the relations of stockholders in all business corporations. Said the Chief Justice: “The individual members of a corporation, whether they should all join, dr each act severally, have no right or power to inter-meddle with the property or concerns of the bank, or call any officer, agent or servant to account, or discharge them from any liability. Should all the stockholders join in a power of attorney to any one, he could not take possession of any real or personal estate, any security, or chose in action; could not collect a debt, or discharge a claim, or release damage arising *313 from any default; simply because they are not the legal owners of the property, and damage done to such property is not an injury to them. Their rights and their powers are limited and well defined.” The commissioner also committed a manifest error in his report in holding.that the elevator was a common appurtenance to the railroads of the several companies having the stock of the Elevator Company; and that one-sixth interest therein was an appurtenance to the railroad of the Wabash Company. It is difficult to understand the course of reasoning by which a certificate of stock in an independent corporation can be'an appurtenance to a railroad. If stock in the company in question could be considered an appurtenance to a railroad, by the same rule stock in a bank, or in any other corporation, with which the railroad did business, might be so considered. But were we to consider the Wabash Company as possessing a separable legal interest in the elevator, it would not be appurtenant to its railroad. That building is situated at some distance from the railroad — more than half a mile — and is erected on land not belonging to that company, but leased from the Union Pacific Railway Company, and can only be reached by crossing the tracks of another company. Had the elevator been constructed upon property covered by the mort-, gage, it might have been contended that it fell, to the extent' of the one-sixth interest, under the mortgage, as one of the depots of the company. The term “ depot ” in the mortgage is not necessarily limited to a place provided for the convenience of passengers while waiting for the arrival or departure of trains. It applies also to buildings- used for the receipt and storage of freight, which, when received, is to be safely kept until forwarded by the cars of the company or delivered to the owner or consignee. Such a building, whether existing at the time of the mortgage, or constructed afterwards upon the property of the company covered by it, may pass under the mortgage as one of its depots, but will not pass as an appurtenance to the property previously existing. A thing is appurtenant to something else only -when it stands in the relation *314 of an incident to a principal, and is necessarily connected with the use and enjoyment of the latter. Harris v. Elliott, 10 Pet. 25, 54; Jackson v. Hathaway, 15 Johns. 447, 455; Linthicum v. Ray, 9 Wall. 241. Of two parcels of land one can never be appurtenant to the other, for though the possession of the one may add greatly to the benefit derived from the other, it is not an incident of the other or essential to the possession of its title or use ; one can be enjoyed independently of the other. As said by the Court of Appeals of New York, in Woodhull v. Rosenthal, 61 N. Y. 382, 390: “ A thing ‘ appurtenant ’ is defined' to be a thing used with and related to or dependent upon another thing more worthy, and agreeing in its nature and quality with the thing whereunto .it is appendant or ‘appurtenant.’ It results from this definition that land can never be appurtenant to other land or pass with it as belonging to it. . . . All that can be reasonably claimed is, that the word ‘ appurtenances ’ will carry with it easements and servitudes used and enjoyed with the lands for whose benefit they were, created. Even an easement will not pass unless it is necessary to the enjoyment of the thing granted.” Under the term “ appurtenances,” as used in the mortgage in question, only such property passes as is indispensable to the usé and enjoyment of the franchises of the company. It does not include property acquired simply because it may prove useful to the company and facilitate the discharge of its business. A distinction is made in such cases between what is indispensable to the operation of a railway and what wourd be only convenient. Bank v. Tennessee, 104 U. S. 493, 496. The elevator in question wa^> at all times under an independent management and was used in the same manner as any other warehouse not on the premises of - the railway company to which it sent cars for freight. . The court, therefore, erred in confirming the report of the commissioner in the particular mentioned, and in passing its decreé upon'the assumption that the Wabash Company had a legal separate interest in the elevator, and that the mortgage attached to such, interest. That- company, as already stated, possessed only stock in the Elevator Company; and the owner *315 ship of stock in one company has never been adjudged, to bean appurtenance to a line of railroad belonging tp another company. There is no merit in the position that the question involved in these appeals was adjudicated by the decree foreclosing a subsequent mortgage of the "Wabash Company. It appears that on June 1, 1880, a general mortgage was executed by that company to the Central Trust Company of New York upon different lines of railroad, including the Omaha Division. When this was foreclosed the decree declared that the mortgage was a lien on the interest of "the Wabash Company in the-elevator at Council Bluffs, the court erroneously assuming that the company was possessed of' an interest therein. That supposed interest was" ordered to be sold, together with other property covered by the mortgage, without affecting the lien of numerous othér contracts, leases and senior divisional mortgages. ■ The object of the suit was to have a sale of the property covered by that mortgage, without in any manner affecting the' rights of other mortgage creditors, The decree itself declared that neither it, nor any sale under it, should in any way prejudice or affect the rights of parties or persons interested in certain mortgages, deeds of trust, leases and contracts, which were set forth, among which was the mortgage of February 15,' 1879, and that all the rights of such persons and parties were thereby reserved to them. It is plain, therefore, that the rights of parties to this proceeding were not determined by that decree. From the views expressed we are of opinion that the stock held by the Wabash Company in the Union Elevator Company at Council Bluffs was not covered by the mortgage executed on February 15, 1879, such stock not being in-any sense an appurtenance to the property covered by the mortgage. The decree on the petition of intervention must therefore be Reversed, and the ease remanded to the Circuit Court, with a direction to dismiss the petition, and it is so ordered.