Boston & A. R. Co. v. Commonwealth

• Citation: 296 Mass. 426,6 N.E.2d 613
• Court: United States State Supreme Judicial Court of Massachusetts
• Decision Date: 25 January 1937
• Parties: BOSTON AND ALBANY RAILROAD COMPANY & another v. COMMONWEALTH.

296 Mass. 426

6 N.E.2d 613

BOSTON AND ALBANY RAILROAD COMPANY & another v. COMMONWEALTH.

Supreme Judicial Court of Massachusetts, Suffolk.

January 25, 1937

December 7, 1936.

Present: RUGG, C.

J., PIERCE, FIELD DONAHUE, & QUA, JJ.

Metropolitan District Water Supply Commission. Commonwealth. Contract Validity. Practice, Civil, Petition against Commonwealth. An agreement entered into between the owners of a railroad in the Swift

River valley and the metropolitan district water supply commission on behalf of the Commonwealth for the abandonment of the railroad property and its purchase by the Commonwealth and for a release of damages by the owners was within the authority conferred upon the commission by Sts.

1926, c. 275; 1927 c. 321, and did not require the approval of the Governor and Council as a prerequisite to its validity.

By the adoption by the Governor and Council of resolutions authorizing bond issues from time to time to meet anticipated expenditures for undertakings by the metropolitan district water supply commission in the

Swift River valley under Sts. 1926, c. 275; 1927, c. 321, there was compliance with the provisions of Section 27 of said c. 321 requiring approval by the Governor and Council from time to time of expenditures by the commission.

Exceptions, saved at the hearing of a petition against the Commonwealth under G.L. (Ter. Ed.) c. 258 to recover damages for alleged breach of contract, are determined in accordance with principles of law applicable to procedure in an action at law.

PETITION, filed in the Superior Court on August 15, 1935. The petition was heard by Hanify, J., without a jury. There was a finding for the petitioners in the sum of $611,895.83. The Commonwealth alleged exceptions.

R. H. Favreau, Assistant Attorney General, for the Commonwealth.

W.

L. Parsons, (G.

H. Fernald, Jr., with him,) for the petitioners.

PIERCE, J. This is a petition brought against the Commonwealth of Massachusetts under G.L. (Ter. Ed.) c. 258, to recover damages for an alleged breach on the part of the Commonwealth of a written contract. The case was heard in the Superior Court by a judge sitting without a jury upon the petition, the answer, a statement of agreed facts and arguments of counsel.

The petitioners seek to recover the amount -- $575,000 and interest -- payable to them under the provisions of a written agreement and a deed given by them to the respondent in accordance with that agreement. The agreement, which is set out in full in the record, was dated June 27, 1934. It was entered into by the petitioners and by the metropolitan district water supply commission, which purported to act for the Commonwealth under the authority of St. 1926, c. 375 (whereby the commission was established) and the authority of St. 1927, c. 321. Briefly stated, the agreement provided that the petitioners would discontinue and abandon their railroad running through the Swift River valley, and give the Commonwealth a deed of so much of their land as was required in connection with the creation of the storage reservoir for the metropolitan water district under St. 1927, c. 321, together with a release of damages arising from the discontinuance of the railroad and the creation of the reservoir, in consideration of the above mentioned sum to be paid by the Commonwealth.

The respondent denies that the said commission had authority to make or enter into any such contract or agreement with the petitioners as is set forth in their petition; and alleges that said commission did not, by any act which it performed in making such contract or agreement or in accepting any release or deed, as mentioned in the petition, bind the respondent in any way or manner whatsoever, and that the acts of said commission, as set forth in the petition, are entirely void and of no effect to bind the respondent or to make it liable in any manner to the petitioners.

The agreed facts are in substance as follows: The railroad referred to in the agreement was owned by the Boston and Albany Railroad Company and was leased to and operated by The New York Central Railroad Company as a part of its system of railroads; it constituted a major part of the "Athol Branch," so called, extending from Springfield to Athol, traversing the area required for the storage reservoir. The agreement recited that the northerly portion of the railroad extended through the valley of the river mainly within the area which would be flooded by the reservoir; that about seventeen continuous miles of the railroad would be submerged; and that the parties desired to make a final settlement in full for all matters in connection with the discontinuance of the railroad. The agreement provided that the portion of the railroad between the village of Bondsville in the town of Belchertown and Athol, about twenty-nine miles in length, be discontinued and that about twenty and forty-three hundredths miles thereof, with the buildings thereon, lying in the valley and mainly within the area to be submerged, be conveyed to the Commonwealth by deed of the petitioners, and that in consideration for the deed and a release of all damages the Commonwealth would pay the petitioners the amount which they now seek to recover. The abandonment of the railroad required the approval of the interstate commerce commission (24 U.S. Sts. at Large, 379, as amended by 41 U.S. Sts. at Large, 477, Section 402), and the abandonment of stations and train service required the approval of the State department of public utilities (G.L. [Ter. Ed.] c. 160, Section 128). These approvals were obtained by the petitioners. The petitioners ceased operating trains over the railroad and removed the rails, ties and bridges; the telegraph poles and wires along the railroad were removed; and the petitioners executed and delivered to the commission a deed conveying to the Commonwealth the railroad land and buildings and releasing the Commonwealth from damages, all in accordance with the agreement. The consideration was stated in the deed to be $575,000.

The deed was accepted by the commission, purporting to act for the Commonwealth, and on March 28, 1935, was recorded by it in the Worcester district registry of deeds and subsequently in the registries of deeds in the other districts in which the land conveyed was situated. After the deed was recorded, the Commonwealth on July 30, 1935, entered upon and took possession of the land conveyed to it by the petitioners, and is constructing thereon the main dam for the storage reservoir, carrying on the construction work continuously. For this work the respondent had paid to contractors about $1,000,000 up to the time the statement of agreed facts was filed, and the railroad land had been filled to a depth of about twenty-five feet for a distance of about nine hundred feet along the line of the abandoned railroad, and a portion of the concrete core of the dam had been built thereon. The petitioners have done all things required of them to be done under the agreement. A voucher for the payment to the petitioners of $575,000, the amount named in the agreement and in the deed, was approved by the commission and forwarded to the State comptroller; the comptroller issued his certificate therefor and transmitted it to the Governor and Council on June 12, 1935. The Governor and Council thereafter considered the matter, but have taken no action on the certificate except to place it on file. The State treasurer has in his hands sufficient funds which have been duly appropriated and raised for the purpose of carrying out the provisions of the statutes in question, including the payment of the amount sued for. Moreover, there has been a balance of these funds available for payment to the petitioners in excess of the amount required on all material dates, viz.: June 27, 1934, the date of the agreement; July 23, 1934, the date the agreement was delivered; March 28, 1935, the date the deed was delivered and recorded; August 15, 1935, the date this petition was filed.

At the close of the arguments, the presiding judge made a finding for the petitioners and assessed damages in the sum of $575,000 with interest from March 28, 1935, the day on which the principal sum became due and payable. The case is before this court on the exceptions of the respondent to this finding.

The respondent contends "that the finding of the judge in favor of the petitioners was not correct as a matter of law, and that therefore its exception should be sustained." In support of its exception it submits that the contract, which was entered into between the petitioners and the metropolitan district water supply commission, is not binding upon the Commonwealth, because the same was never approved by the Governor and Council, nor has the expenditure of the sum mentioned in the contract been so approved.

This proceeding, in form a petition, is in substance an action of contract and not a suit in equity. It follows that this court does not review or revise the decision. We determine only whether it can be supported in law, or whether as a matter of law it must be reversed. Andrews v. Registrars of Voters of Easton, 246 Mass. 572 , 576, and cases cited. The general finding in favor of the petitioners "will stand provided it can be supported on any reasonable view of the evidence with all rational inferences of which it is susceptible." Ashapa v. Reed, 280 Mass. 514 , 516. Marlborough v. Lynn, 275 Mass. 394, 398. New York Central & Hudson River Railroad v. York & Whitney Co. 230 Mass. 206 , 213. The exception to the finding presents for decision only the question whether as a matter of law the finding was permissible. Leshefsky v. American Employers' Ins. Co. 293 Mass. 164 , 166.

The metropolitan district...