City of New Britain v. New Britain Tel. Co.

• Decision Date: 08 January 1902
• Citation: 50 A. 1015,74 Conn. 326
• Parties: CITY OF NEW BRITAIN v. NEW BRITAIN TEL. CO.
• Court: Connecticut Supreme Court

50 A. 1015

74 Conn. 326

CITY OF NEW BRITAIN

v. NEW BRITAIN TEL. CO.

Supreme Court of Errors of Connecticut.

Jan. 8, 1902.

Dissenting opinion. For majority opinion, see 50 Atl. 881.

CASE J. If it was the main purpose of the city to stimulate a business rivalry between the defendant and the Southern New England Telephone Company, then certainly, in the absence of any finding that the city had a legitimate interest in the event, or of facts from which that conclusion fairly follows, the undertaking falls outside its corporate powers. The city had power to stipulate for the continuance of the defendant's business by the defendant, if the city's interests under the antecedent contract were fairly involved in such action; but, without some real or apparent ground therefor, arising out of its contract relations and based upon self-protection, it had no right to discriminate against a single company, while leaving the defendant open to convey to or combine with any other. To hold broadly and without limitation that it might so do under the usual charter powers of a municipal corporation, or even to hold that the mere contracting for the use of the poles carried with it as a necessary incident such extraordinary power as that referred to, is to remove restrictions upon municipal action at a point where it seems most essential to retain them. It is the policy of the law to hold municipal bodies to the exercise of their proper functions, not to discover for them new lines of activity foreign to the scope or purpose of their corporate existence. But it is the duty of the court to sustain the agreement, if any reasonable construction which its terms admit justifies that conclusion. Such a construction is possible here. and voices what we must suppose to have been the true intent of the parties. While the Southern New England Company is specifically named, it is clear from the whole transaction that the city's design was, not solely to keep the defendant from the control of that corporation, but chiefly that the defendant should maintain an independent integrity as an active business concern,?either under its then existing management, or under such other control as would insure the preservation of the city's rights under its contract The condition against absorption by this particular corporation was only a detail of this general design, and not its main purpose. Probably the precise danger so sought to be guarded against was the only danger in sight when the agreement was entered into by the parties. In this view of the undertaking, and, it seems to me, in this view only, the provision for maintaining "competition" is without offensive significance. It becomes merely an alternative way of expressing the real spirit of the obligation, which was to preserve in the defendant, or in its legal successors, an effective instrument for the carrying out of the contract.

Under whatever name it is urged, therefore, the only basis for a recovery here is the defendant's surrender of its control to another corporation. The fact that its successor happens to be the Southern New England Company is without necessary significance in considering the question of damage. The condition of the obligation provides, both generally and specially, for the contingency which has arisen. It recites that "if the said obligor shall sell...