Evans v. Union Pac. Ry. Co.

• Decision Date: 01 December 1893
• Docket Number: 3,001.
• Citation: 58 F. 497
• Parties: EVANS v. UNION PAC. RY. CO. et al.
• Court: U.S. District Court — District of Colorado

58 F. 497

EVANS v. UNION PAC. RY. CO. et al.

No. 3,001.

United States Circuit Court, D. Colorado.

December 1, 1893

E. T Wells, M. F. Taylor, C. J. Hughes, Jr., and R. W. Bonynge for complainant.

Teller Orahood & Morgan and J. M. Thurston, for respondents.

HALLETT District Judge.

In the early part of the year 1890, 13 railroad corporations were combined in one, which was called the Union Pacific, Denver &amp Gulf Railway Company. Seven of these corporations owned lines of road lying north and west of Denver, of the aggregate length of 505 miles. These corporations, and the roads owned by them, were then, and for a considerable time before, in the control of the Union Pacific Railway Company. Six of the corporations so combined owned lines of road lying south of Denver, which formed a continuous line between that place and Ft. Worth, in the state of Texas, with several short branch roads to points near the main line. These corporations were under one management, and bore the common name of the Denver, Texas & Ft. Worth Railroad Company. In connection with other roads extending from Ft. Worth to Galveston, and with a steamship line between Galveston and New York, this line of road was in competition with the Union Pacific Railway Company in the transportation of freight and passengers between the Atlantic seaboard and Colorado points. Complainant in this bill was a stockholder in one or more or all of the companies from which the Ft. Worth Company was made up, and in virtue of that ownership he became a stockholder in the Gulf Company, which, as before stated, was made up of the 13 companies. The purpose of combining all the companies in one is very fully stated in an agreement between the Union Pacific Railway Company and the Gulf Company, which was drawn about the time of the articles of amalgamation. Indeed, it seems that the agreement was the chief consideration between the parties, and that the amalgamation of the companies was regarded as a means only to the end stated therein. The agreement recites the views of the parties in the following language:

'Whereas, the operation of the said Union Pacific, Denver & Gulf Railway Company in harmony with the roads of the Union Pacific Railway Company will be beneficial to each; and whereas, the parties hereto, for their mutual advantage, have agreed to an arrangement for the interchange of business and traffic, and for the carrying of the same over their respective railroads, and have agreed upon a division of the earnings from said traffic, as hereinafter set forth, and provided * * *.'

Following these recitals, there are elaborate provisions to the general effect that the roads of both companies shall be operated as continuous lines, and 'in close harmony,' and 'never in hostility or antagonism' the one to the other, and that they shall not be operated 'in the interest of any other line or road to the injury of the roads' of either party.

Much of the bill of complaint is designed to expose a violation of the contract, in respect to a withdrawal of the Ft. Worth Line from the competitive business in which it was engaged at the time the contract was made. It is said that the parties really intended to keep the Ft. Worth road in competition with the Union Pacific for business going to and coming from the Atlantic seaboard, and this is sufficiently expressed in another clause at the end of the contract, to the effect that the road 'shall at all times be operated in its own interest.' This is a wide field of discussion, which we are not required to enter, since the fulfillment of contracts of this character, involving the general policy of the company and the...