Minneapolis Mill Company v. Minneapolis & St. Louis Ry. Co.
| Decision Date | 17 November 1892 |
| Parties | Minneapolis Mill Company v. Minneapolis & St. Louis Ry. Co |
| Court | Minnesota Supreme Court |
November 2, 1892, Argued
Appeal by plaintiff, the Minneapolis Mill Company, from an order of the District Court of Hennepin County, Lochren, J., made February 20, 1892, refusing a new trial.
This action was brought by the plaintiff to recover the possession of 11,900 square feet of land in the "Milling District" of Minneapolis, occupied by the tracks of the defendant, the Minneapolis and St. Louis Railway Company. The action was tried October 26, 1891, before the Judge, a jury being waived. The court decided that the defendant was entitled to the possession of the land in dispute, and ordered judgment accordingly.
By permission of the court, Jackson & Atwater and Koon, Whelan & Bennett, as counsel for plaintiff in actions pending in the District Court of Hennepin County, against the defendant in this case, involving similar questions, filed briefs in this case, and participated in the argument.
Flannery & Cooke, for appellant.
The court erred in finding that the plaintiff had ordered and procured the defendant to build the railroad tracks upon the land described in the complaint. There is no evidence to support the finding. Its purpose is to predicate an estoppel. To create an estoppel in pais, the party to be estopped must have clearly done or omitted to do some act, or made or omitted to make some declaration, which has influenced the conduct of the party claiming the estoppel, and the act declaration or answer must have been made to deceive or mislead the party who acted upon it. Califf v Hillhouse, 3 Minn. 211, (Gil. 217;) Mathews v. St Paul & S. C. Ry. Co., 18 Minn. 434, (Gil. 392.) There can be no estoppel as to facts when they are equally known to both parties. Plummer v. Mold, 22 Minn. 15; James v. Wilder, 25 Minn. 305; O'Mulcahy v Holley, 28 Minn. 31; Chadbourn v. Williams, 45 Minn. 294; Minneapolis Trust Co. v. Eastman, 47 Minn. 301; Brant v. Virginia C. & I. Co., 93 U.S. 326.
The finding that there was an agreement that the plaintiff would give to defendant the possession of the land, is wholly unsupported by the evidence. There is no evidence as to what the agreement or "understanding" was, when it was made, or who made it on behalf of either party, unless the Washburns, as directors of the plaintiff, had a mental understanding with themselves as directors of the defendant. There is no evidence of even this, but at any rate their individual act as directors would not bind the corporation. Baldwin v. Canfield, 26 Minn. 43; Peek v. Detroit Novelty Works, 29 Mich. 313; Mississippi & R. R. Boom Co. v. Prince, 34 Minn. 79; Soper v. Buffalo & R. R. Co., 19 Barb. 310; Washington Bank v. Lewis, 22 Pick. 24; Allemong v. Simmons, 124 Ind. 199. Being common directors in both corporations, they could not agree among themselves, so as to bind plaintiff in equity to buy and sell its land, much less to give it away. Pearson v. Concord R. Co., 13 Am. & Eng. Ry. Cases, 102, 62 N.H. 537; Metropolitan R. Co. v. Manhattan R. Co., 11 Daly, 377; San Diego v. San Diego, etc., Ry. Co., 44 Cal. 106; Pickett v. School District, 25 Wis. 551.
The utmost that can be claimed for the evidence in this case is that the officers of the plaintiff knew that the defendant was occupying the land in controversy, and did not object thereto. This could amount to nothing more than a parol license to occupy the land for railroad purposes, which the plaintiff could revoke at any time. 1878 G. S. ch. 41, § 10; Johnson v. Skillman, 29 Minn. 95; Olson v. St. Paul, M. & M. Ry. Co., 38 Minn. 479; Wolf v. Frost, 4 Sandf. Ch. 77. The fact that the licensee is a railroad company, occupying the land with its tracks, does not change this well-settled rule. 1878 G. S. ch. 34, § 33; Shoemaker v. Cedar Rapids, I. F. & N.W. Ry. Co., 45 Minn. 366; Watson v. Chicago, M. & St. P. Ry. Co., 46 Minn. 321; Kremer v. Chicago, M. & St. P. Ry. Co., ante, p. 15; St. Louis Nat'l Stockyards Co. v. Wiggins Ferry Co., 112 Ill. 384.
The court erred in receiving the testimony of the witness Fuller, given on a former trial. To make such testimony competent, it must appear that the witness is dead, or that he is absent by the procurement of the party against whom the testimony is offered. Nonresidence alone is not sufficient. Powell v. Waters, 17 Johns. 176; Wilbur v. Selden, 6 Cow. 162; Berney v. Mitchell, 34 N. J. Law, 337; Bergen v. People, 17 Ill. 426. At least when it appears that his place of residence is known, and his deposition might be taken if desired. Slusser v. City of Burlington, 47 Iowa 300; Baldwin v. St. Louis, K. & N. R. Co., 68 Iowa 37; Gastrell v. Phillips, 64 Miss. 473.
Albert E. Clarke, and Wilbur F. Booth, for respondent.
Appellant's counsel deny the existence of any agreement or understanding, as found by the court. We contend that the evidence fully supports this finding. The plaintiff needed railway facilities; defendant, at its request, supplied them, improved, perfected and made them permanent, constructed bridges and expended large sums of money, all with plaintiff's knowledge. From these and the other conceded facts, the law implies some kind of a contract and understanding. The trial court has found what that contract was. If the evidence reasonably tends to sustain its decision, it must stand in this court. The terms of this agreement were, that defendant was granted a right of way for its road, in consideration of furnishing railway facilities to plaintiff. The question of whether the acts of the directors of a corporation bind it, and as to the validity of the agreement between the directors of plaintiff with the directors of defendant, is not in this case. The corporation recognized, acquiesced in, ratified and profited by this contract for sixteen years, and cannot now repudiate it by pleading lack of authority to make it. 1 Morawetz, Corp. §§ 22, 523, 577. Taylor, Corp. § 51; Schurr v. New York & B. S. Inv. Co., 16 N.Y.S. 210.
The decision of the trial court seems to be based on the ground of contract; the same facts which are relied upon to establish the contract, constitute an estoppel. The courts have applied the doctrine of estoppel to cases of far less merit, and cases exactly in point are not wanting. Dodd v. St. Louis & H. Ry. Co., 108 Mo. 581; Omaha & N. N. R. Co. v. Redick, 16 Neb. 313; Taylor v. Chicago, M. & St. P. Ry. Co., 63 Wis. 327; McAulay v. Western Vt. Ry. Co., 33 Vt. 311; Brant v. Virginia C. & I. Co., 93 U.S. 326; Brown v. Bowen, 30 N.Y. 519. We do not claim an estoppel from the mere consent or license to enter on the land, but from the occupation for so long a time, under the particular circumstances of the case, without objection. Faxton v. Faxon, 28 Mich. 159; Trustees Brookhaven v. Smith, 118 N.Y. 634.
This is not a case of a mere license, revocable at the will of the grantor. The license is here coupled with a grant, or at least the grantor has so conducted itself as to induce the belief that there has been a grant, and the defendant having improved the land, the land owner cannot revoke the license. As to what acts and conduct render a license irrevocable, see Ameriscoggin Bridge v. Bragg, 11 N.H. 102; Bigelow, Estop. 505; Long v. Buchanan, 27 Md. 502; Wickersham v. Orr, 9 Iowa, 253; Rhodes v. Otis, 33 Ala. 578; Flickinger v. Shaw, 87 Cal. 126; Veghte v. Raritan Water Power Co., 19 N.J.Eq. 142; Clark v. Glidden, 60 Vt. 702. All these cases hold that if the land owner stands by and sees the occupant permanently improve the property, and by his continued silence and conduct has induced the occupant to believe the grant to be permanent, the license becomes irrevocable.
The testimony of the witness Fuller, given on the former trial, was properly admitted in evidence. 1 Greenl. Ev. § 163; Howard v. Patrick, 38 Mich. 795; People v. Devine, 46 Cal. 46; Magill v. Kauffman, 4 Serg. & R. 317; Labar v. Crane, 56 Mich. 585; 1 Starkie, Ev. § 264.
This action, which is one in ejectment, was before this court on a former appeal. 46 Minn. 330, (48 N.W. 1132.)
On the first trial the district court held that the defendant had acquired title by dedication to a public use. On the last trial it held, in substance, that it had acquired title through a parol contract or agreement with the plaintiff. The principal question is whether this finding was justified by the evidence.
It is conceded that the title to the land was originally in the plaintiff, and, of course, still is, unless it has in some way transferred it to the defendant. It is not pretended that the plaintiff ever executed any conveyance or any written agreement to convey to defendant; hence, if the title has ever passed, it must have been by virtue of matters entirely in pais.
The court finds that during the year 1870, and for more than 10 years thereafter, and until long after the defendant had taken possession of all the lands described in the complaint, and constructed its tracks thereon, William D. Washburn, C. C. Washburn, and Dorilus Morrison owned substantially all the capital stock of the plaintiff company, and, as its officers and directors, controlled its property, business, and affairs; that during the same time the plaintiff, its grantees and lessees, owned nearly all the water power and mill sites upon and along the west bank of the river at St. Anthony Falls; that during all of this time the two Washburns were stockholders and directors of the defendant company, and W. D. Washburn, as vice president or president of the defendant, had on its behalf the management, control, and direction of the location and construction of all its tracks, side tracks, and spur tracks upon the land in controversy, and...
To continue reading
Request your trial