Bell's Gap Railroad Co. v. Christy

• Decision Date: 24 May 1875
• Citation: 79 Pa. 54
• Parties: Bell's Gap Railroad Company <I>versus</I> Christy.
• Court: Pennsylvania Supreme Court

79 Pa. 54

Bell's Gap Railroad Company versus Christy.

Supreme Court of Pennsylvania.

May 18, 1875.

May 24, 1875.

May 18th 1875.

Before AGNEW, C. J., SHARSWOOD, MERCUR, GORDON, PAXSON and WOODWARD, JJ.

Error to the Court of Common Pleas of Blair county: Of May Term 1875, No. 66.

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D. J. Neff, for plaintiff in error.—Plaintiff was president of the promoters, and as such could not hold the corporation liable; corporations are not liable to their officers on a quantum meruit: Kilpatrick v. Penrose Ferry Bridge, 13 Wright 118; Loan Association v. Stonemetz, 5 Casey 534. Even if plaintiff's work had been accepted by the defendants, previous notice of his claim was essential to a recovery: Low v. Conn. & P. R. Railroad, 45 N. H. 375; 2 Greenl. on Ev., sect. 66.

S. S. Blair, for defendant in error.—Contracts with a company not organized, but in view of organization, are binding: Edinboro' Academy v. Robinson, 1 Wright 210; Erie & W. Plankroad Co. v. Brown, 1 Casey 156; Bedford Railroad v. Bowser, 12 Wright 29; Preston v. Liverpool, &c., Railroad, 7 Eng. Law & Eq. 124; Goodey v. Colchester & S. V. Railroad, 15 Id. 596; Edwards v. Grand Junction Railroad, 1 Myl. & Cr. 650.

Mr. Justice PAXSON delivered the opinion of the court, May 24th 1875.

This case lacks all the elements of a contract, either express or implied. The most that it amounts to is the expenditure by the plaintiff of a certain amount of his time and money in the furtherance of a scheme of constructing a railroad. He attended meetings; visited Harrisburg for the purpose of obtaining a charter; assisted in making a preliminary survey, and paid some of the expenses thereof. There was no contract with any one for the payment of his services, beyond the statement of some of the parties interested in the project that they would see him paid. All this was prior to the charter, or to any organization of the company. The road which the plaintiff had in view when he made the survey, as appears from his own testimony, was a broad gauge road, to run from Bell's Mills to Erie, and he evidently relied upon aid from New York capitalists to build it, with the expectation of retaining an important position in the company. He did not succeed in obtaining the required aid, and the road to Erie was never constructed or even commenced. Instead thereof, a short local narrow gauge road, called the Bell's Gap Railroad, was built, with the object in part to develop certain coal lands in the vicinity. The stock was principally taken in the neighborhood. The plaintiff, and others interested with him, were among those named as corporators in the act incorporating the company, but they failed to obtain the control of its organization. Subsequently, the plaintiff brought suit against the company to recover compensation for his services, as before stated, claiming that the company were bound by the promises of the original projectors of the enterprise, inasmuch as said company had accepted the result of his labors and enjoyed its benefits.

None of the cases cited by the defendant in error sustains his position. The Erie and Waterford Plankroad Company v. Brown, 1 Casey 156; and the Bedford Railroad Company v. Bowser, 12 Wright 29, were suits upon subscriptions to stock. The case of the Edinboro' Academy v. Robinson was a subscription in aid of an academy. There is not the slightest analogy between either of these cases and the one under consideration. In Burton v. The Liverpool, Manchester and New Castle-upon-Tyne Junction Railway Company, 7 Eng. Law & Eq. Rep. 124, the contract was between the plaintiff and an organized company. This was a case where the projectors agreed to pay the complainant 5000l. for the land to be taken for the railway and incidental damages, and the plaintiff thereupon assented that his land should be so taken. The agreement was in writing between the plaintiff and the executive directors of Lancashire and North Yorkshire Railway Company, which was afterwards united with another rival enterprise, under the name of the defendant corporation, and the two companies agreed to adopt the contract with the plaintiff. It is true the company had not yet obtained its charter, but it was still an organization in esse, had a board of directors who assumed to make contracts binding upon the company when it should become thereafter fully clothed with corporate powers. In Low v. The Railroad Company, 45 N. H. (1 Hadley) 472, a charter had been obtained,...