Lee v. Atlantic Coast Line R. Co.

• Decision Date: 23 December 1906
• Citation: 150 F. 775
• Parties: LEE v. ATLANTIC COAST LINE R. CO. DUNNING v. SAME. MYERS v. SAME. ENTER v. SAME.
• Court: U.S. Court of Appeals — Fourth Circuit

150 F. 775

LEE
v.
ATLANTIC COAST LINE R. CO. DUNNING
v.
SAME.

MYERS
v.
SAME. ENTER v. SAME.

United States Circuit Court, D. South Carolina.

December 23, 1906

[150 F. 776]

W. A. Holman, Howell & Gruber, J. P. K. Bryan, and W. Turner Logan, for plaintiffs.

T. M. Mordecai, W. Huger Fitzsimmons, David Bell, Willcox & Willcox, and H. E. Davis, for defendant.

PRITCHARD, Circuit Judge.

This is a motion to remand to the state court and is based upon an allegation that the defendant company is a citizen of the state of South Carolina. The report of the referee contains a full and complete statement of all the facts leading up to the incorporation of what is known as the 'Atlantic Coast Line Railroad Company,' defendant in the above-entitled actions. The report is as follows:

(1) That the General Assembly of the state of Virginia at its session of 1835-36, by an act passed March 14, 1836 (Acts 1835-36, p. 146, c. 121), chartered a corporation by the name of the 'Richmond & Petersburg Railroad Company,' and under the provisions of that act the incorporators therein named duly organized and constructed and operated a line of railroad.

(2) That after the organization of said corporation the General Assembly of Virginia from time to time passed acts empowering it to borrow money and to issue bonds, and on the 16th day of January, 1867, passed an act (Acts 1866-67, p. 537, c. 74) authorizing it to extend its track through the city of Petersburg, so as to connect with the Petersburg Railroad Company, which corporation had been organized some time prior thereto.

(3) On the 1st day of March, 1898, the General Assembly of Virginia passed an act entitled 'An act to authorize the consolidation of the Richmond & Petersburg Railroad Company and the Petersburg Railroad Company, and to authorize the consolidated company to change its name to the Atlantic Coast Line Railroad Company of Virginia' (Acts 1897-98, p. 674, c. 635), and by virtue of such authority the Petersburg Railroad Company, by deed of bargain and sale, conveyed all of its property, rights, and franchises to the Richmond [150 F. 777] & Petersburg Railroad Company, and the name of the Richmond & Petersburg Railroad Company was by subsequent action of the stockholders changed to Atlantic Coast Line Railroad Company of Virginia; the Richmond & Petersburg Railroad Company and the Petersburg Railroad Company ceasing to exist as separate corporations.

(4) That prior to the 18th day of July, 1898, there had been created by and organized under the laws of the state of South Carolina, as South Carolina corporations, the Wilmington, Columbia & Augusta Railroad Company, the Cheraw & Darlington Railroad Company, the Northeastern Railroad Company, the Manchester & Augusta Railroad Company, and the Florence Railroad Company; and by an act of the General Assembly of South Carolina approved the 5th day of March, 1897 (22 St. at Large, p. 653), the said companies were permitted to consolidate and become one company under the name of the Atlantic Coast Line Railroad Company of South Carolina; and on the said 18th day of July, 1898, the Atlantic Coast Line Railroad Company of South Carolina having been duly organized under the authority of said act, the said Wilmington, Columbia & Augusta Railroad Company, the Northeastern Railroad Company, the Manchester & Augusta Railroad Company, the Cheraw Railroad Company, and the Florence Railroad Company did by deed of bargain and sale convey all of their property, rights, and franchises to the Atlantic Coast Line Railroad Company of South Carolina; and after said conveyance the said Wilmington, Columbia & Augusta Railroad Company, the Northeastern Railroad Company, the Manchester & Augusta Railroad Company, the Cheraw & Darlington Railroad Company, and the Florence Railroad Company ceased to exist as separate corporations, and ceased to exercise any corporate functions under their respective charters, and all their rights, properties, and franchises became vested in and were operated and controlled by the Atlantic Coast Line Company of South Carolina.

(5) Under the provision of the general law of South Carolina any railroad company organized under the laws of that state, and operating a railroad either wholly or partly within or partly without that state, is authorized to merge and consolidate its capital stock, franchises, and property with those of any other railroad company organized or operated under the laws of that state or any other state, whenever the companies proposing to be consolidated shall form a continuous line of railroads, either with each other or by means of an intervening railroad. See Rev. St. S.C. 1893, art. 3, c. 51.

(6) That the line of railroad operated by the Atlantic Coast Line Railroad Company of Virginia connected with the line of railroad owned and operated by the Wilmington & Weldon Railroad Company in the state of North Carolina, and the line of railroad owned and operated by the Wilmington & Weldon Railroad Company connected with the line of railroads owned and operated by the Atlantic Coast Line Railroad Company of South Carolina, so that the line of railroad of the Atlantic Coast Line Railroad Company of Virginia, and the Atlantic Coast Line Company of South Carolina formed a continuous line of railroad by means of the intervening line of the Wilmington & Weldon Railroad Company of North Carolina.

(7) On the 12th day of January, 1900, the General Assembly of Virginia passed an act (Acts 1899-1900, p. 24, c. 18) by which it authorized the Atlantic Coast Line Railroad Company of Virginia to change its name, to increase the number of its stockholders and officers, to increase its capital stock, and to issue bonds secured by one or more mortgages, and further authorized it to lease and consolidate with itself other corporations, and otherwise enlarge the powers of the said Atlantic Coast Line Railroad Company of Virginia; and thereafter, to wit, on the 18th day of April, 1900, the said Atlantic Coast Line Railroad Company of Virginia, by a deed of bargain and sale dated on that date, became the owner of the respective property and franchises of the Norfolk & Carolina Railroad Company, a corporation of the states of Virginia and North Carolina, the Wilmington & Weldon Railroad Company, a corporation of North Carolina, the Southeastern Railroad Company, a corporation of North Carolina, and the Atlantic Coast Line Railroad Company of South Carolina, a corporation of that state; and, after the execution of this deed by them to the Atlantic Coast Line Railroad Company of Virginia, the said Norfolk [150 F. 778] & Carolina Railroad Company, the Wilmington & Weldon Railroad Company, the Southeastern Railroad Company, and the Atlantic Coast Line Railroad Company of South Carolina ceased to exist or to operate any of their corporate powers and functions, and all of their rights, properties, and franchises became vested in and were controlled by the Atlantic Coast Line Railroad Company of Virginia, and the deed executed to it was, in compliance with the requirements of the law of the state of South Carolina, duly recorded in the offices of the Secretary of State and the clerks of the court and other recording offices of the counties through which the lines acquired by the Atlantic Coast Line Railroad Company of Virginia ran.

(8) The General Assembly of South Carolina on the 9th of March, 1896, passed an act (22 St. at Large, p. 114), entitled 'An act to approve the manner in which railroad companies incorporated under the laws of other states or countries may become incorporated in this state,' which act provided 'that each and every railroad company or railroad corporation created or organized under and by virtue of any government other than that of this state, desiring to own or carry on business or exercise any corporate functions in this state, of any kind whatsoever, shall first file in the office of the Secretary of State a copy of its charter, paying therefor such fees as may be required by law, and cause a copy of such charter to be recorded in the office of the register of mesne conveyance or clerk of court of common pleas in each county in which said company or corporation desires or proposes to carry on its business or to acquire or own property'; and in accordance with this act a duly authenticated copy of the charter of the Atlantic Coast Line Railroad Company of Virginia was filed in the office of the Secretary of State of South Carolina on the 16th day of April, 1900, and a duly authenticated copy of said charter was recorded in the office of the registrar of mesne conveyance or clerk of the court of the respective counties in which the Atlantic Coast Line Railroad Company of Virginia proposed to carry on business or to acquire or own property in the state of South Carolina.

(9) That subsequent to the execution of the deed of indenture dated the 18th day of April, 1900, and referred to in paragraph 7 of these findings of fact, the Atlantic Coast Line Railroad Company of Virginia, having been authorized so to do by the amendment to its charter passed by the General Assembly of Virginia and approved January 12, 1900, by a vote of the majority of its stockholders changed its name from the Atlantic Coast Line Company of Virginia to the Atlantic Coast Line Railroad Company; and from that time on the last-named company, the Atlantic Coast Line Railroad Company, as the successor of the Atlantic Coast Line Railroad Company of Virginia, by the change of name aforesaid, owned, controlled, and operated the properties and franchises formerly belonging to and operated by the Atlantic Coast Line Railroad Company of South Carolina and the other companies which had conveyed to the Atlantic Coast Line Railroad Company of Virginia-- stock of the said Atlantic Coast Line Railroad Company of South Carolina being retired and canceled, and stock of the new company issued in exchange...