Black River Imp. Co. v. Holway

• Decision Date: 01 May 1894
• Citation: 59 N.W. 126,87 Wis. 584
• Parties: BLACK RIVER IMP. CO. v. HOLWAY.
• Court: Wisconsin Supreme Court

87 Wis. 584

59 N.W. 126

BLACK RIVER IMP. CO.

v.HOLWAY.

Supreme Court of Wisconsin.

May 1, 1894.

Appeal from circuit court, La Crosse county; J. M. Morrow, Judge.

Action by the Black River Improvement Company against Jessie Holway and another to recover an amount due for tolls for the floatage of logs over a river improved and made navigable by plaintiff. From an order sustaining a demurrer to the complaint, plaintiff appeals. Reversed.

The complaint alleges, in effect, that the plaintiff is a corporation, existing and duly organized under and by virtue of chapter 84, P. & L. Laws 1864, entitled “An act to incorporate the Black River Improvement Company;” that, since such organization, such charter has been amended by chapter 447, P. & L. Laws 1866; chapter 225, Laws 1880; chapter 263, Laws 1882; that, during 1864, more than 200 shares of the capital stock of said corporation were duly subscribed for and fully paid up, and all other requirements of said act and conditions precedent were fully complied with, whereby plaintiff became and was duly organized pursuant to said act in 1864, and has since continued to be such corporation, and, as such, to have and exercise all the rights and franchises conferred by said act and said amendments; that, thereupon and thereafter, the plaintiff entered upon the work of improving the navigation of said river and lakes within the limits prescribed in said act, and prior to January 1, 1893, actually and in good faith expended $100,000 in the improvement of the same within the counties of Clark, Jackson, Trempealeau, and La Crosse, by removing obstructions, breaking jams, deepening, widening, and straightening the channel thereof, erecting booms and building dams, as authorized by said act; that, from year to year, the plaintiff proceeded to prescribe a tariff of prices or toll for running logs in said river within the limits authorized, and, up to the time of the commencement of this action, required the owners of all logs run in said river within such limits to pay said tariff of prices so fixed; that April 15, 1893, the board of directors duly fixed the tariff of prices or tolls for the running of logs at 30 cents per 1,000 feet, board measure, for sound logs, and 15 cents per 1,000 feet, board measure, for culls; that, before the opening of navigation in the spring of 1893, the defendants were the owners of and in the possession of a large quantity of saw logs, which they placed in said river within the limits mentioned, for the purpose of running the same therein to La Crosse; that the defendants drove and ran to La Crosse by and with the means, benefit, and assistance of the said improvements, 5,279,500 feet of good logs, and 1,294,090 feet of culls, whereby the defendants became and were indebted to the plaintiff, over and above legitimate deductions, in the sum of $1,719.04, which amount the defendants promised and agreed to pay to the plaintiff on demand; that September 18, 1893, the plaintiff demanded payment thereof from the defendants, but they have wholly neglected and refused to pay the same, or any part thereof, and there is now due and unpaid to the plaintiff from the defendants, on account of said tolls, the sum of $1,719.04, with interest from September 18, 1893, and for which amount the plaintiff demands judgment. To such complaint the defendants demurred on the grounds: (1) That the plaintiff has not legal capacity to sue; that the charter of the plaintiff and its existence as a corporation expired prior to the commencement of this action, and prior to the accrual of the alleged cause of action. (2) That the complaint does not set forth facts sufficient to constitute a cause of action. From the order sustaining such demurrer the plaintiff brings this appeal.E. C. Higbee and Losey & Woodward, for appellant.

M. P. Wing and Winkler, Flanders, Smith, Bottum & Vilas, for respondents.

CASSODAY, J. (after stating the facts).

The original charter of the company went into effect March 1, 1864, and, among other things, provided that it should be “a body corporate and politic by the name and style of the Black River Improvement Company, and by that name shall have succession and continue for twenty-five years.” Section 1, c. 84, P. & L. Laws 1864. In the same act it is “declared that in the judgment of the legislature the objects of this corporation and this act cannot be obtained by or under any general laws.” Section 14, Id. By the act which went into effect May 25, 1866, the first section of the original charter was amended, among other things, so that the corporation should “have succession and continue for twenty-five years.” Such twenty-five years would have terminated May 25, 1891, and before the cause of action in question accrued. Chapter 263, Laws 1882, provided that the original charter “and the several acts amendatory thereof, and all the rights, powers, privileges and duties of the Black River Improvement Company, organized and existing under said acts, are hereby continued in full force and effect for the full term of twenty-five years from and after March 1, 1889,” which is the date at which the original charter, had there been no amendments, would have expired. The only question presented for determination upon this appeal is whether chapter 263, Laws 1882, was within the constitutional power of the legislature to enact. Undoubtedly the decision in Dartmouth College v. Woodward, 4 Wheat. 518, led to the conclusion that the grant of corporate franchises by the state to a private corporation, without reservation or condition, and its acceptance as such, constituted a contract which the legislature of the state could not subsequently impair by repeal, alteration, or amendment, by reason of the prohibition in the federal constitution (article 1, § 10). Pennsylvania College Cases, 13 Wall. 212-214; Railroad Co. v. Maine, 96 U. S. 507. To obviate such difficulty, it became quite common to insert a clause reserving such power in the charter itself. To avoid all uncertainty on the subject, it was expressly provided in our state constitution that: “Corporations without banking powers or privileges may be formed under general laws, but shall not be created by special act, except for municipal purposes and in cases where in the judgment of the legislature, the objects of the corporation cannot be attained under general laws. All general or special acts, enacted under the provisions of this section, may be altered or repealed by the legislature at any time after their passage.” Section 1, art. 11, Const. As indicated, the objects of the original charter were such as, in the judgment of the legislature, could not be obtained under any general law; and it was amended in 1866, extending the period of its existence for about two years. About seven years after granting the original charter, the constitution was amended so as to prohibit the legislature “from enacting any special or private laws for granting corporate powers or privileges, except to cities.” Section 31, art. 4, subd. 7. At the time of the adoption of that amendment, numerous corporations...