International & G. N. Ry. Co. v. Anderson County

• Decision Date: 07 May 1913
• Citation: 156 S.W. 499
• Parties: INTERNATIONAL & G. N. RY. CO. v. ANDERSON COUNTY et al.
• Court: Texas Supreme Court

Page 499

156 S.W. 499

INTERNATIONAL & G. N. RY. CO. v. ANDERSON COUNTY et al.

Supreme Court of Texas.

May 7, 1913.

Error to Court of Civil Appeals of First Supreme Judicial District.

Action by Anderson County and others against the International & Great Northern Railway Company. Judgment for complainants affirmed by the Court of Civil Appeals (150 S. W. 239), and defendant brings error. Affirmed.

Wilson, Dabney & King and Frank Andrews, all of Houston, and Williams & Stedman, of Austin, for plaintiff in error. A. G. Greenwood, Thomas B. Greenwood, and Campbell, Sewell & Strickland, all of Palestine, for defendants in error.

PHILLIPS, J.

Substantially stated, this case involves the right of a railroad company, incorporated under article 6625, R. S. 1911, for the purpose of owning and operating a railroad previously owned by another company whose franchises, privileges, and property had been acquired by the incorporators through a judicial foreclosure sale, to change the location of the general offices, machine shops, and roundhouses of the road, made by the former company under contract for a valuable consideration and in a county which, in consideration of such location, had aided it by an issue of bonds, and accordingly subject to the provisions of article 6423, commonly known as the general office statute.

The suit was filed in the district court of Anderson county by Anderson county, the city of Palestine, and certain citizens of that city, suing for themselves and in a representative capacity, as plaintiffs. Its purpose was to require the defendant company, the plaintiff in error here, to maintain at Palestine, in Anderson county, its general offices, machine shops, and roundhouses, where the petition alleged it was required by law to maintain them. As the basis for the contention that the International & Great Northern Railroad Company was under this duty, and that it was likewise imposed upon the defendant in virtue of its succession to the ownership of the franchises, privileges, and railroad of that company, for the decision of the case it is sufficient to say that the petition alleged:

(1) The incorporation, under article 6625, on August 10, 1911, of the defendant for the purpose of owning and operating the railroad formerly owned and operated by the International & Great Northern Railroad Company, whose franchises, privileges, and property had been acquired by the incorporators of the defendant through a judicial foreclosure of a mortgage lien.

(2) A contract with the citizens of Palestine, Tex., acting through Judge John H. Reagan, and with Anderson county, entered into in the year 1872, on the part of the Houston & Great Northern Railroad Company, to extend its line, then constructed from the city of Houston to the north boundary line of Houston county, so as to intersect at Palestine the line of railroad of the International Railroad Company, then in operation, extending from or near Hearne, in Robertson county, to Palestine, and to establish and forever maintain at Palestine its general offices, machine shops, and roundhouses, in consideration of the issuance and delivery to it by Anderson county of its interest-bearing bonds in the sum of $150,000, which, in reliance upon such contract, were duly voted by the electors of the county, issued, and delivered.

(3) The consolidation, in 1873, of the Houston & Great Northern Railroad Company and the International Railroad Company, under the name of the International & Great Northern Railroad Company, and the approval of such merger by special act of the Legislature in 1874, by which it was provided that all acts done in the name of either company should be equally binding upon the consolidated company.

(4) A contract made in the year 1875 by the International & Great Northern Railroad Company with the citizens of the city of Palestine to perform the contract of the Houston & Great Northern Railroad Company, above mentioned, by at once locating the general offices of the International & Great Northern Railroad Company and thereafter forever maintaining the general offices, machine shops, and roundhouses of the International & Great Northern Railroad Company at Palestine, in consideration of the bonds of Anderson county issued to the Houston & Great Northern Railroad Company, and the construction at Palestine by its citizens, at their own expense, according to plans furnished by the International & Great Northern Railroad Company, of such houses as might be demanded by it for the occupancy of its officers and employés at reasonable rentals, which contract had been performed by the citizens of Palestine, and whereby it was alleged that the International & Great Northern Railroad Company became bound to forever maintain the general offices, machine shops, and roundhouses of that railroad at Palestine.

(5) That the Houston & Great Northern Railroad Company, in part performance of its contract, promptly located its machine shops and roundhouses at Palestine, and there maintained them until the consolidation of that company and the International Railroad Company, and thereafter, to the time of the filing of the suit, the machine shops and roundhouses of the International & Great Northern Railroad had been continuously maintained at Palestine by the International & Great Northern Railroad Company and the defendant, in compliance with the contracts referred to. That in the year 1875 the International & Great Northern Railroad Company, in performance of its contract, located and established the general offices of the International & Great Northern Railroad at Palestine, and continuously there maintained them until September 1, 1911.

(6) That on or about September 1, 1911, the defendant, International & Great Northern Railroad Company, undertook to change the location of all its general offices, except in the case of two officials named, from Palestine to Houston, Tex., and to establish the most important general office of its traffic manager without the state in the city of New Orleans, La., causing certain named general officials and their subordinates to remove to the city of Houston and there establish so-called general offices for the performance of their duties, and the traffic manager and his subordinates to establish an office at New Orleans, and had declared its purpose to change the location of the general offices of the two officials whose offices had been left at Palestine, and to change the location of the machine shops and roundhouses of the railroad upon the institution of this suit or any suit of like nature, and would effect such changes of location unless restrained by injunction.

The petition contained further averments in respect to irreparable damage in a large amount suffered and to be suffered by the plaintiffs through the depreciation of their property situated at Palestine that had been acquired upon the faith and credit of the contracts referred to, and disastrous consequences to the property and business interests of the city of Palestine, already suffered and that would further result if such changes in the location of the general offices, machine shops, and roundhouses of the railroad, made and contemplated by the defendant, were permitted, the lack of any adequate remedy at law, etc. Upon these allegations, in substance, and others to which it is not necessary to refer, on an ex parte hearing a temporary injunction was issued at chambers, restraining the defendant from changing the location of the machine shops and roundhouses of the road from Palestine, as well as the general offices of its superintendent of motive power and master mechanic, and requiring the return to Palestine of such of its general offices as it had moved to and established at Houston and New Orleans. On the appeal of the defendant from the order granting such temporary injunction, the honorable Court of Civil Appeals reformed it so as to omit that portion commanding the return of the defendant's general offices to Palestine, and affirmed the order as reformed. (Civ. App.) 150 S. W. 239.

The questions presented for decision are: (1) Was the venue of the suit properly laid in Anderson county? (2) Are the obligations and duties that lay upon the International & Great Northern Railroad Company, in respect to the maintenance at Palestine of the general offices, machine shops, and roundhouses of the railroad, likewise enforceable against the plaintiff in error, a distinct corporation and the owner of the road through purchase at foreclosure sale? The plaintiff in error contends with respect to the first question that the suit is purely one for injunction, the venue of which is confined by the statute to the county of its domicile; and as the petition alleged that its general offices were, at the time of the institution of the suit, in fact established at Houston, in Harris county, and in effect alleged that such was the place named in its charter for their location, it is thereby disclosed that its domicile is in Harris county, where alone the suit may be maintained, notwithstanding the further allegation in the petition that such general offices are required by law to be maintained at Palestine, in Anderson county.

Our view is that granting, without determining, the premise of the plaintiff in error that this is essentially a suit for injunction whose venue may be laid only in the county of its domicile, still the decision of this question is inseparable from that of the main question in the case, inasmuch as the place of the company's legal domicile is necessarily dependent upon its determination. By statute the public office of a railroad corporation in this state is regarded as its domicile, and, wherever the law requires such public or general offices to be maintained, is fixed by the same authority as the place of its domicile. Unlike a natural person, a corporation is not at liberty to change its domicile at will. Whether expressed in...