Florida East Coast Railway Co. v. Jacksonville Terminal Co.
| Decision Date | 31 March 1964 |
| Docket Number | No. 20977.,20977. |
| Citation | 328 F.2d 720 |
| Parties | FLORIDA EAST COAST RAILWAY COMPANY, Appellant, v. JACKSONVILLE TERMINAL COMPANY et al., Appellees. |
| Court | U.S. Court of Appeals — Fifth Circuit |
Chester Bedell, C. Harris Dittmar, Robert P. Smith, Jr., Jacksonville, Fla., for appellant; John B. L'Engle, St. Augustine, Fla., Bedell, Bedell & Dittmar, Jacksonville, Fla., of counsel.
Louis Kurz, Elliot Adams, Raymond Ehrlich, John S. Cox, Yardley Drake Buckman, Jacksonville, Fla., for appellees; Kurz, Toole, Maness & Martin, Cox, Grissett, MacLean & Webb, McCarthy, Adams & Foote, Jacksonville, Fla., of counsel.
Before TUTTLE, Chief Judge, and JONES and BELL, Circuit Judges.
This litigation between two sets of railroad companies, over the management of the jointly owned Jacksonville Terminal Company, was dismissed by the trial court for want of federal court jurisdiction.
The present posture of the case can best be understood by our adopting the statement of the case as contained in appellant's brief, which is accepted as correct by each of the three appellees — a circumstance which we think it appropriate to say speaks well for the fairness and objectivity of counsel for appellant and equally well for the spirit of fairness and willingness to cooperate of counsel for the appellees. The result is that the court's task is made measurably simpler by being permitted to turn at once to the legal question. That question is: Did the trial court have jurisdiction of the subject matter of plaintiff's suit?
The following statement of the case has been agreed upon:
Alleging in its complaint that its action arises under the Interstate Commerce Act and thus within the jurisdiction of a federal court, Florida East Coast Railway Company prayed for injunctive relief and a money decree against Jacksonville Terminal Company, owner and operator of Jacksonville's railroad terminal facilities, and against Atlantic Coast Line Railroad Company and Seaboard Airline Railroad Company, who with Southern Railway Company, Georgia Southern and Florida Railway Company and plaintiff jointly own Jacksonville Terminal Company and jointly control its affairs under an Operating and Guaranty Agreement between the parties dated December 1, 1947.
The Operating and Guaranty Agreement is alleged and is shown to provide in part:
"* * * that the President or General Manager of Terminal Company, or any other officer subject to election by the Board of Directors of the Terminal Company shall be appointed and serve only by unanimous consent of the Guarantor Companies and shall (any provision of the by-laws of the Terminal Company to the contrary notwithstanding) be dismissed upon the written request of any one of the Railway Companies, and * * * the dismissal of any subordinate official of the Terminal Company shall be made by the President or the General Manager upon the written request of any one of the Railway Companies."
Plaintiff charges by its complaint that on February 8, 1963, plaintiff made an appropriate written request, pursuant to Article Twenty-first of the Agreement, for the immediate dismissal of M. C. Jennette as President and General Manager and of Elliot Adams as General Counsel of defendant Terminal Company and that, by reason of the Agreement, by reason of the Interstate Commerce Commission's order authorizing and approving the Agreement and the transaction reflected thereby, and by reason of Title 49 U.S.C. § 5, it became and was the duty of each defendant (a) to honor and enforce plaintiff's request and (b) not to enter into any transaction to acquire or maintain the power to control, directly or indirectly, Terminal Company's organization or operation and not to participate in accomplishing control of Terminal Company's organization in a common interest with any other defendant in any manner whatsoever, except in accordance with the Operating and Guaranty Agreement or otherwise with the prior approval and authorization of the Interstate Commerce Commission.
Plaintiff's claim for relief is that the defendants Terminal Company, Coast Line and Seaboard have refused to honor plaintiff's said request and have frustrated plaintiff's right effectively to object to the continued service of the two Terminal Company officials. Plaintiff alleges in terms that Terminal Company, Coast Line and Seaboard have thereby ousted plaintiff from its right to maintain jointly with the other owners the power to control the Terminal Company's organization and operation and...
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