Fitz v. Minnesota Central Railway Co.

• Decision Date: 01 January 1865
• Citation: 11 Minn. 304
• Parties: RUDOLPH H. FITZ et al. vs. THE MINNESOTA CENTRAL RAILWAY COMPANY.
• Court: Minnesota Supreme Court

Page 304

11 Minn. 304

RUDOLPH H. FITZ et al.vs.

THE MINNESOTA CENTRAL RAILWAY COMPANY.

Supreme Court of Minnesota.

Appeal from order of district court, Ramsey County.

Action to recover the amount of a judgment in favor of plaintiffs against the Minneapolis and Cedar Valley Railroad Company. Demurrer to the complaint sustained by the court below.

Smith & Gilman, for appellants.

F. R. E. Cornell, for respondent.

WILSON, C. J.

The sole question in this case is, whether the legislature, by an act approved March 10, 1862, entitled "An act to facilitate the construction of the Minneapolis and Cedar Valley Railroad, and to amend and continue certain acts in relation thereto" (Laws 1862, p. 226), intended to and did revive the Minneapolis and Cedar Valley Railroad Company, and continue and regrant to it the franchises and property which it had forfeited to the state. The first four sections of said act read as follows: Sec. 1. That all the rights, benefits, privileges, property, franchises, and interests, of the Minneapolis and Cedar Valley Railroad Company, acquired by the State of Minnesota, * * be and the same are hereby continued, granted, and transferred, to Alexander Chambers, Sylvester Smith, William H. Dike, Charles A. Wheaton, Franklin Steele, Henry Chaffee, Thomas A. Harrison, Eli B. Ames, John M. Gilman, William G. Le Duc, and Rufus J. Baldwin, for the purposes and on the terms and conditions hereinafter in this act provided, free and clear of all liens or claims thereon by or to the State of Minnesota, and free and clear from any and all claims or liens whatever thereon, except as herein provided. Sec. 2. All the rights, privileges, franchises, lands, property, and interests, heretofore granted by the Territory of Minnesota to the Minneapolis and Cedar Valley Railroad Company by the two several acts of the legislature of said territory, entitled, * * * are hereby continued and granted to and vested in the said Alexander Chambers, Sylvester Smith, Wm. H. Dike, Charles A. Wheaton, Franklin Steele, Henry Chaffee, Thomas A. Harrison, Eli B. Ames, John M. Gilman, William G. Le Duc, and Rufus J. Baldwin, and their associates and successors, with all the immunities, rights, property, benefits, and privileges, which the said Minneapolis and Cedar Valley Railroad Company had or might or could have by reason of the passage of said acts, or either or both of them, free and clear of all liens or claims of the State of Minnesota thereto, except such as are retained to the said state in or by said acts, or by the provisions of this act, and the said persons herein named, and their associates and successors, shall hereafter be known as the Minneapolis, Faribault and Cedar Valley Railroad Company, and that the persons hereinbefore referred to and hereinbefore named, shall be the directors of said company for one year and until others are elected and appointed in their place. * * For the purpose of carrying out and effecting the objects of this act, the said Minneapolis, Faribault and Cedar Valley Railroad Company, and their successors and assigns, shall have and be possessed of all the powers, immunities, rights, franchises and privileges, contained in and provided for in said two acts referred to in sec. 2 of this act, and be subject to all the conditions and provisions of said acts, excepting as altered and changed by this act. * * * Sec. 3. And be it further enacted, That, for the purpose of quieting any outstanding claims, the Minneapolis and Cedar Valley Railroad Company is hereby authorized to release to the persons hereinbefore mentioned, and their associates, or upon their default to comply with the provisions of this act, to such other persons and their associates, or to such other company as may comply with the provisions of this act, any right or title which it may claim to have in and to all the rights, privileges, franchises, right of way, roadbeds, depot grounds, culverts, bridges, turn-outs, and property of every character and kind, belonging to, or in any manner appertaining to, said line of railroad; and such persons to whom such release shall be executed, are hereby authorized and empowered to reorganize under the original charter of said Minneapolis and Cedar Valley Railroad Company, and under the name of the Minneapolis, Faribault and Cedar Valley Railroad Company; which said company, so reorganized, shall have all the powers, privileges, franchises, rights, and immunities, of every character and kind, which were possessed by the said Minneapolis and Cedar Valley Railroad Company; provided, that nothing in this act contained shall be construed as impairing the validity of the foreclosure and sale of the rights, properties, and franchises, of said company on behalf of the state, on the 16th day of August, 1860, or as reorganizing, in any manner, any title to such rights, properties, and franchises, in such Minneapolis and Cedar Valley Railroad Company; and provided further, that the acceptance of the grants in this act contained, shall be deemed a waiver of all errors and irregularities, if any, in such foreclosure and sale by said Minneapolis, Faribault and Cedar Valley Railroad Company, or any other persons or corporations taking under the provisions of this act, as against the State of Minnesota. Sec. 4. And be it further enacted, That if it should be deemed advisable by the parties herein named to correct any defects in the foreclosure and sale of said Minneapolis and Cedar Valley Railroad Company, made by the trustees of the first mortgage bondholders, on the 16th day of July, 1860, that William R. Marshall and John G. Forbes, who are the trustees of the first mortgage bondholders of the Minneapolis and Cedar Valley Railroad Company, are hereby authorized and empowered to foreclose and sell said Minneapolis and Cedar Valley Railroad, in accordance with the provisions of the trust deed, together with all the privileges, immunities, right of way, road-bed, and all the property of said Minneapolis and Cedar Valley Railroad Company, which it had or has, if any * * * and upon the sale of the same the purchaser or purchasers and their associates shall have the right to reorganize under said charter of said Minneapolis and Cedar Valley Railroad Company, and have, and use, and exercise, all the powers, privileges, rights, and franchises, of said original company, and shall have power to...