Guilford-Chester Water Co. v. Town of Guilford
| Decision Date | 04 May 1928 |
| Citation | 107 Conn. 519,141 A. 880 |
| Court | Connecticut Supreme Court |
| Parties | GUILFORD-CHESTER WATER CO. v. TOWN OF GUILFORD. |
Case Reserved from Superior Court, New Haven County; Isaac Wolfe Judge.
Application by the Guilford-Chester Water Company, in the nature of an appeal from refusal of board of relief of the Town of Guilford to erase from the plaintiff's tax list an item covering certain water mains, which was added to the list by the assessors, brought to the Superior Court and reserved by the court upon an agreed statement of facts, for the advice of the Supreme Court of Errors. Superior Court advised.
The agreed facts, so far as deemed essential to be here stated may be summarized as follows:
The appellant, The Guilford-Chester Water Company, hereinafter referred to as the company, is a privately owned water company and supplies water to the following towns and their inhabitants: Guilford, Madison, Clinton, Westbrook, Old Saybrook, Essex, Saybrook, and Chester. For many years it has maintained water mains in the town of Guilford and has been legally assessed and paid taxes thereon to the town of Guilford, pursuant to section 1182 of the General Statutes, but prior to 1925 these mains extended no further toward Sachem's Head than a point known as Jones Bridge.
The Sachem's Head Property Owners' Association was incorporated by special act in 1921. Special Laws of 1921, p. 866 et seq. Its objects were stated to be to provide for the improvement of the lands in the described territory, " and for the health, comfort, protection, and convenience of persons living therein." Power was vested in an executive board, therein provided for, to make by-laws, regulations and ordinances to accomplish these objects, control of sidewalks, crosswalks and footpaths in the streets, the establishment of building lines, administration of health measures, the appointment of police officers, and other municipal functions, together with power annually to assess, lay, and collect a tax on all real estate in the district. The association was also given power to take, by eminent domain, property required for fire protection, sewers, or sewage disposal plants, and to issue bonds as specified in the act.
In 1925 and prior thereto there was no water supply within the territorial limits of the association, and the nearest, most available, and only source of supply was a connection with the main of the company at Jones Bridge. In that year an amendment of the assocation's charter was passed providing that:
" For the purpose of supplying the residents of the district with water for domestic uses and fire protection, said association may contract with any person or corporation authorized to supply water to said district, for the construction of a system of waterworks or the extension of any existing system, said association to bear a proportion of the cost of such construction or extension not exceeding fifty per centum, to own the system in said district jointly with the person, persons or corporation, by whom it shall be constructed or extended and to have the option to purchase the interest of the other party in the system thus constructed at any time at a price not exceeding the cost of such construction or extension." 19 Sp. Acts 1925, p. 980.
A limitation, in the original act, of the amount of liability which the executive board might incur, in any year, and the tax which might be laid, to not exceeding 6 mills on the dollar of the total value of the real estate as shown by the assessment list, was also increased to 10 mills, and it was further provided that nothing contained in the section so limiting incurrence of liability shall prevent the executive board " from assuming obligations for providing a water supply for said district, when the construction of a system for said water supply shall have been authorized by vote of said association, and the cost of construction of said water system to said association in excess of the amount which may be provided by taxation hereunder, and by the issuance of bonds as permitted in section one of said act, is guaranteed to said association by the members thereof, jointly and severally."
On October 3, 1925, at a special meeting of the association, a resolution was passed approving the terms of a proposed contract with the company and authorizing the executive board to execute the same, and a further resolution was adopted providing for the issuance of bonds to the amount of $17,000, " for the purpose of raising funds to be used for constructing a water system to furnish a supply of water for the property owners within the district for domestic purposes and fire protection." Bonds to the amount of $17,000 were subsequently issued in accordance with this resolution, and all were sold, at par, to the Guilford Trust Company. On October 15, 1925, the contract was executed on behalf of the association and the company.
By this contract, which is set forth in the record as Exhibit B, the company agreed, in paragraph 1, to install mains of specified sizes from Jones Bridge to Sachem's Head and in designated streets and roads within the territorial limits of the association; also, beyond and outside these limits, through Vineyard Road to Vineyard Point. The association agreed to pay the company $20,000 within 60 days after signing of the contract; $20,000 within 60 days after the work is completed and water turned on ready to be supplied; and such further sum, not exceeding $5,000, as shall equal one-half the cost of Uncas Point extension, it being understood and agreed that the total sum to be paid by the association, aside from the voluntary contributions made by the members of the association and the residents of Vineyard Point, shall not exceed 50 per cent. of the total cost of construction.
Detailed provisions are made for the annual rates to be paid the company by the association, the members thereof, and residents of Vineyard Point for service through these mains and extensions thereof, and the association is not required to collect and is not made responsible for any charges for water except that furnished to it for fire protection and other association purposes. The company assumes supervision and control of the construction, maintenance, and operation of the system and all liability, expense, and damage arising therefrom, and agrees to make extensions of the system, provided a reasonable guaranty is given that the gross revenue from such extensions will equal 15 per cent. on the net cost, to the company, of construction. It is further provided, however, that no extension of the system shall be made within or without the district of the association of Vineyard Point, except upon such terms and conditions as the executive board shall decide are equitable and just, based on the terms and conditions of this agreement, and having especially in mind the money paid or to be paid to the company, toward the cost of the construction of the system, under the terms of this agreement, including voluntary contributions and contributions from residents of Vineyard Point.
The company agrees to pay all taxes, if any, assessed on this water system or any extensions thereof.
It is further agreed, in paragraph 8, that if and when, by reason of the number of consumers connected with said mains and any extensions made therefrom, the annual gross revenue of the company shall exceed 18 per cent. on its net cost for mains and extensions, which for the purposes of this agreement shall be considered as not exceeding $45,000 for the mains described in paragraph 1, the company will pay over such excess to the association, to be applied by the association for the purposes of reducing its bonded indebtedness, extending its water system, paying for public water service, or for pro rata distribution to the takers of water, in such amount or amounts for any and all of such purposes as the executive board shall determine.
Paragraph 15 of the contract is as follows:
" It is understood and agreed, in consideration of the payments by the association to the water company hereinbefore provided and of the covenants herein contained, that all the water mains described in paragraph 1 when installed, and all extensions thereof within the district of the association, shall be the sole and exclusive property of said association, and all right and title of the water company is hereby assigned and transferred to the association; and the association in consideration thereof and of the covenants of the water company agrees to lease and does hereby lease to the water company all of...
To continue reading
Request your trial
-
Salce v. Wolczek
...give rise to an equitable interest, because title is transferred at some later point in time. See also Guilford–Chester Water Co. v. Guilford, 107 Conn. 519, 527, 141 A. 880 (1928) (“sale” of property is “transfer of the absolute title therein for a price”); Ray Weiner, LLC v. Bridgeport, 1......
-
Kawauchi v. Tabata
...payment of any sums of money.' In Hess v. Paulo, supra, 38 Haw. 279, 286-287, it is stated, by quoting from Guilford-Chester Water Co. v. Town of Guilford, 107 Conn. 519, 141 A. 880, that 'a test generally accepted as decisive is the mutuality and reciprocity of the remedies of the parties;......
-
Franchi v. Farmholme, Inc.
...arrangement. At trial, they accordingly pressed, inter alia, their claim of an equitable mortgage. See Guilford-Chester Water Co. v. Guilford, 107 Conn. 519, 141 A. 880 (1928). Under an arrangement between the parties, McCormick and his family continued to remain on the premises in the main......
-
James Talcott, Inc. v. Roto Am. Corp.
...at the time of its execution. Frink v. Adams, 36 N.J.Eq. 485; Doughty v. Miller, 50 N.J.Eq. 529, 25 A. 153; Guilford-Chester Water Co. v. Guilford, 107 Conn. 519, 141 A. 880; 19 R.C.L. 266. While it is true that it does not require express words to create an equitable mortgage, where the in......