Charles Offield v. New York, New Haven Hartford Railroad Company

• Court: U.S. Supreme Court
• Writing for the Court: McKenna
• Citation: Charles Offield v. New York, New Haven Hartford Railroad Company, 203 U.S. 372, 27 S.Ct. 72, 51 L.Ed. 231 (1906)
• Decision Date: 03 December 1906
• Docket Number: No. 59,59
• Parties: CHARLES K. OFFIELD, Plff. in Err., v. NEW YORK, NEW HAVEN, & HARTFORD RAILROAD COMPANY

203 U.S. 372

27 S.Ct. 72

51 L.Ed. 231

CHARLES K. OFFIELD, Plff. in Err.,

v NEW YORK, NEW HAVEN, & HARTFORD RAILROAD COMPANY.

No. 59.

Argued and submitted October 25, 1906.

Decided December 3, 1906.

Messrs. Edward H. Rogers, W. H. H. Miller, and Charles K. Bush for plaintiff in error.

[Argument of Counsel from pages 372-374 intentionally omitted] Messrs. George D. Watrous and Edward G. Buckland for defendant in error.

Mr. Justice McKenna delivered the opinion of the court:

This writ of error brings up for review a judgment of the supreme court of errors of the state of Connecticut, rendered in a proceeding under the statutes of that state for the condemnation of two shares of stock owned by plaintiff in error in the New Haven & Derby Railroad Company.

There was a demurrer to the application, which was overruled by the advice of the supreme court of errors, the judgment on demurrer having been reserved, under the practice of the state, for the advice and consideration of that court. 77 Conn. 417, 59 Atl. 510. Upon the hearing judgment was rendered for defendant in error, which was affirmed by the supreme court of errors. 78 Conn. 1, 60 Atl. 740.

Defendant in error is the lessee of the New Haven & Derby Railroad Company, and has acquired all of the shares of stock of the latter road except the two shares owned by plaintiff in error.

That the lease and acquisition of stock are valid under the laws of the state is decided by the supreme court of errors, and it is sought by proceedings under review to obtain the two shares of stock owned by plaintiff in error, under §§ 3694 and 3695 of the General Statutes of Connecticut, which are as follows:

'Sec. 3694. In case any railroad company, acting under the authority of the laws of this state, shall have acquired more than three fourths of the capital stock of any steamboat, ferry, bridge, wharf, or railroad corporation, and cannot agree with the holders of outstanding stock for the purchase of the same, such railroad company may, upon a finding by a judge of the superior court that such purchase will be for the public interest, cause such outstanding stock to be appraised in accordance with the provisions of § 3687. When the amount of such appraisal shall have been paid or deposited as provided in said section, the stockholder or stockholders whose stock shall have been so appraised shall cease to have any interest therein, and on demand shall surrender all certificates for such stock, with duly executed powers of attorney for transfer thereon, to the corporation applying for such appraisal.

'Sec. 3695. If any person holding a minority of the shares of stock in any corporation referred to in § 3694 cannot agree with the railroad company owning three fourths of such stock for the purchase of his shares, he may cause the same to be appraised in accordance with the provisions of § 3687. When such appraisal has been made and recorded in the office of the clerk of the superior court of any county where such railroad company operates a railroad, and the certificates for such stock, with duly executed powers of attorney for transfer thereon, have been deposited with such clerk for such railroad company, such appraisal shall have the effect of a judgment against such company and in favor of the holder of such stock, and at the end of sixty days, unless such judgment is paid, execution may be issued.'

The purpose of the acquisition of the stock is to enable defendant in error to improve the New Haven & Derby Railroad.

It is contended by plaintiff in error (1) that the purpose for which the stock is sought to be obtained is not a public use. (2) That defendant in error has the power and authority to make the improvements mentioned in its application, which would be as advantageous as taking the stock. (3) The proceedings and statutes are in violation of the due process clause of the 14th Amendment to the Constitution of the United States, and impair the contract rights of plaintiff in error as stockholder of the New Haven & Derby Railroad Company,...