Grand Rapids Bridge Co. v. Prange

• Decision Date: 10 January 1877
• Citation: 35 Mich. 400
• Court: Michigan Supreme Court
• Parties: The Grand Rapids Bridge Company v. Charles Prange

35 Mich. 400

The Grand Rapids Bridge Company v. Charles Prange

Supreme Court of Michigan

January 10, 1877

Heard October 19, 1876

Case made from Kent Circuit.

Judgment reversed, and judgment entered for defendant, with costs of both courts.

Hughes O'Brien & Smiley, for plaintiff, cited: Comp. L 1871, §§ 2649, 7085; Ang. & A. on Corp., §§ 731, 777; 2 Doug. 124; 12 Mich. 527; 12 Wall. 358; 3 Nev. 386.

Atwood & Corbett, for defendant, cited: Comp. L., ch. 130 § 8, ch. 207, § 35; Ang. & A., on Corp., § 788; 11 Pet. 420; 32 N. H., 295; Hermann on Estoppel, §§ 295, 555.

OPINION

Cooley, Ch. J.

The present suit is one for the recovery of tolls for crossing the plaintiff's bridge over the Grand river at Grand Rapids. The plaintiff is a corporation organized in 1851 for the period of thirty years. The purpose of the organization was to build the bridge in question; but as the river at this point was a navigable stream, the assent of the supervisors of the county was essential before the bridge could be constructed.--Comp. L. 1871, § 2649. The same board was also by law the competent authority to fix the tolls. The assent was given by resolution of the board dated January 17, 1852, "to erect, rebuild, repair and keep up and use, for the sole use and profit of said company, a toll-bridge, * * for the term of twenty years;" and the tolls were fixed at the same time. The bridge was duly constructed and tolls collected of passengers for the term of this permission, but after the twenty years had expired, the defendant refused any longer to pay tolls, and passed over the bridge repeatedly without doing so. The plaintiff, claiming the right to continue to exact tolls according to the established rates, has brought this suit.

The questions which have been argued are exclusively questions of law.

I. It is first claimed that as the law authorized the organization of the corporation for the purpose of constructing the bridge subject only to the assent of the supervisors, but with a corporate life extending to thirty years, the assent of the board to the construction was in law of necessity an assent for the full period of thirty years, and could not be restricted by the board to any shorter term. We are referred to no authority which countenances this view, and we think it not maintainable. If the statute under which the company had been organized had contemplated the necessary existence of the company for the purposes of its organization for the full period of thirty years, and there had been apparent in it a policy that the franchise of taking tolls should be one of that duration, the argument would have had some force. But the statute expressly permitted corporations to be organized for any period not exceeding thirty years, and a bridge company for five years is as much within the policy of the statute as one for thirty. Had the plaintiff been organized for twenty years only, the question here considered could scarcely have been raised; and it cannot be doubted that the board might in advance have negotiated with the parties proposing to form a corporation, and required of them, as a condition of assent to the building of the bridge, that the corporate life should be limited to any number of years specified. There might be reasons in the growing business of the place and of the river which would seem to require such a limitation; and the authority conferred upon the local board to give or withhold assent would lose very much of its value if it were confined within unvarying limits. It is not unreasonable to suppose that consent might sometimes be withheld under such circumstances when otherwise it would not be.

But if the supervisors could bargain for a limitation of time before the corporate organization, so they could afterwards. The plaintiff by the organization only acquired corporate powers; it gained nothing that was originally within the control of the supervisors. That board was bound by nothing that so far had been done. The members of the board may not in any manner have become aware of the steps to organize until application was made to them for permission to construct the bridge, and they were at liberty to act on such public considerations as were then presented, and with no more concession of privilege than they supposed the public interest to require. They might have consented for five years, leaving a future board at the end of that time to consent, or refuse to consent, according as the public good would appear to be consulted by the one course or by the other. On this part of the case there does not appear to us to be any serious question.

II. It is next insisted on the part of the plaintiff, that the corporate powers which it claims and which the state does not contest and inquire into by proceedings in the nature of a quo warranto, cannot be attacked in this collateral way and contested in a private suit; and this point, as we understand it, is the one principally relied upon.

It is certainly true that in many cases when a body of persons are found to be exercising corporate powers under color of law and with the implied acquiescence of the sovereignty, an individual has not been allowed to dispute the corporate existence. It is held in those cases, and as we think very properly and justly, that the question whether a franchise claimed under sovereign grant is or is not rightfully exercised under such circumstances, should be left to be raised by ...