Minnesota Company v. St Paul Company

• Decision Date: 01 December 1864
• Citation: Minnesota Company v. St Paul Company, 69 U.S. 609, 17 L.Ed. 886, 2 Wall. 609 (1864)
• Parties: MINNESOTA COMPANY v. ST. PAUL COMPANY
• Court: U.S. Supreme Court

69 U.S. 609

17 L.Ed. 886

2 Wall. 609

MINNESOTA COMPANY v. ST. PAUL COMPANY.

December Term, 1864

THE La Crosse and Milwaukie Railroad Company was chartered by the legislature of Wisconsin to build a road across that State from Milwaukie to La Crosse, and began

to build at Milwaukie, proceeding westward. The legislature also gave the company the right to mortgage, for the purpose of raising money, any particular division of their road separately. Under this provision of the statute, and for the purpose apparently of mortgaging them separately, the company divided the main road into two divisions, nearly equal in length, called the Eastern Division and the Western Division; the Eastern Division extending from Milwaukie to Portage City, ninety-five miles, and the Western from Portage to La Crosse, one hundred and five miles. Upon each

of these divisions of the road, as well also as upon the entire road, AND upon the rolling stock, either of each division, or of the entire road,—this exact matter of whether the rolling stock mortgaged did belong to the road as a whole, or to it in its divided character, being one of the questions in this suit,—it gave certain mortgages; among them these:

ON THE WESTERN DIVISION.

1856, December, 31.—A mortgage to Bronson, Soutter and

Knapp, commonly called the Land Grant Mortgage. This mortgage conveyed also a road, not important to be here spoken of, from Madison, &c.

The descriptive part of this mortgage was as follows:

'All and singular the several tracts, pieces, or parcels of land which now are, or may hereafter be, or constitute the site of the roadway, turnouts, engine-houses, workshops, depots, and other buildings, and all the other lands and real estate which now constitute, or may hereafter constitute, or be a part of the roads of said railroad company from Madison, &c., and from Portage City to La Crosse; and also all and singular the superstructure of said roads, whether now made, or to be made hereafter, and all the engine-houses, workshops, depots, and other buildings, and all the other improvements on or pertaining to said roads, whether now built and made, or to be built and made hereafter; and also all and singular the locomotive engines and other rolling stock, and all other equipments of every kind and description which have already been, or may hereafter be, procured for or used on said roads, or either of them; and all the materials, tools, implements, utensils, and other personal property which have been, or may hereafter be, procured for or used in connection with said roads, or either of them; and also all and singular the rights, liberties, privileges, and franchises of said railroad company, of every kind and description, relating to said roads.'

ON THE EASTERN DIVISION.

1854, June 30.—A mortgage to Palmer, sometimes called the First, and sometimes the Palmer Mortgage.

The descriptive part of the mortgage was as follows:

'All their said road, from its eastern termination, in the city of Milwaukie, to Portage City, being ninety-five miles in distance, constructed, and to be constructed, together with all and singular the railways, land procured or occupied, or so to be, for right of way within the limits aforesaid, together with bridges, fences, privileges, rights, and real estate owned by said company for the purposes of said road, or which may hereafter be acquired or owned by them within the limits aforesaid; and all the tolls, income, issues, and profits to be had from the same, and all lands used for and occupied within the limits aforesaid by depots and stations, with all buildings standing thereon, or which shall be procured therefor, together with all locomotives, engines and tenders, passenger cars and freight cars, shop-tools and machinery, now owned or hereafter to be acquired by said company, and in any way belonging or appertaining to said railroad, now constructed or to be constructed within the limits aforesaid, including all its property, real and personal, pertaining to said railroad, within said limits, and all its rights, credits, and franchises thereunto appertaining.'

The mortgage went on—after the descriptive part above given to say:

'But nothing herein contained shall be so construed as to prevent the said company from selling, hypothecating, or otherwise disposing of any lands or other property of said

company not necessary to be retained for the roadway, depots and stations, nor required for the construction or convenient use of that part of said road, nor from collecting moneys due said company on stock subscription or otherwise; nor shall anything herein contained be so construed as to prevent the said parties of the first part from collecting and appropriating towards the construction, use and repair of the remaining parts of said road westward towards the Mississippi River, all stock subscriptions, donations, or loans of money, lands or other property which may have been, or may hereafter be, made for that purpose; but said parties of the first part shall have full right so to proceed, without let or hindrance from said party of the second part. And the remaining portion of the said railroad which, by the said parties of the first part, may be constructed, shall be held in use by the said parties of the first part, to their own benefit and behoof forever, so far as the claims of the said party of the second part, or his successor, might otherwise be construed as in conflict therewith. It being distinctly understood that the conveyance made by this indenture is only for so much of the present or hereafter to be acquired rights, interest and property of the said company, parties of the first part, as are or shall be vested, or belong or appertain to that part of said railroad extending from Milwaukie to Portage City aforesaid, and being in distance ninety-five miles.'

1857, August 17.—A mortgage to G. C. Bronson and T. J. Soutter, commonly called the Second Mortgage. This mortgage also conveyed the Eastern Division and a road not important to be

here spoken of, from Watertown to Midland. Its language was thus:

'And also, all and singular the locomotive engines, and other rolling stock, and all the other equipments of every kind and description, which have already been or may hereafter be procured for, or used on, said railroads, or either of them; and all the materials, tools, implements, and utensils, and other personal property, which have been or may hereafter be procured for or used in connection with said railroads, or either of them; and also all and singular the rights, liberties, privileges, and franchises of said railroad company, so far as they relate to said railroads from Milwaukie to Portage City, and from Watertown, by way of Columbus, to Midland aforesaid; and it is hereby declared to be the intention of the parties to convey to and vest in said parties of the second part all the property, real and personal, of said railroad company, to be acquired hereafter, as well as that which has already been acquired, together with all the rights, liberties, privileges, and franchises of said railroad company, in respect to said railroad from Milwaukie to Portage City, and from Watertown, by the way of Columbus, to Midland, as fully and amply as the same might be conveyed if said railroads had already been fully constructed and equipped.'

OVER THE WHOLE ROAD.

1858, June 1. A Mortgage to W. Barnes.—This mortgage conveyed the whole road from Milwaukie to La Crosse, and all the rolling stock, personal property, franchises, choses in action, and property of the debtor company, real, personal, and mixed. Its descriptive part need not be more fully given.

The Barnes mortgage, though given last, was first foreclosed.

Sale under it was made in May, 1859. The purchasers organized themselves into a company, as the statutes of Wisconsin allow in like cases, and took the name of the Milwaukie and Minnesota Railroad Company; often, for brevity, styled the Minnesota Company simply; conceiving and asserting that they had succeeded to all the rights, property, and franchises of the old company,—subject, of course, to prior mortgages.

In December, 1859, Bronson, Soutter, and Knapp, the trustees in the Land Grant mortgage on the Western Division, filed a bill in the District Court of the United States for the District of Wisconsin, having Circuit Court powers to foreclose their mortgage, making the mortgagor company, the Minnesota Company, and others, defendants.

At the same time, that is, in December, 1859, Bronson and Soutter, trustees in the second mortgage (on the Eastern Division), proceeded, in the same court, to foreclose their mortgage, making the same defendants.

All the mortgagees in each of these mortgages, the first, or Palmer; the second, or Bronson and Soutter; and in the Land Grant, or Bronson, Soutter, and Knapp, were citizens of the State of New York, and were entitled, therefore, to sue, as they did sue, their mortgagor company in the Federal courts.

In 1860, the District Court, in a creditor's suit in favor of one Howard against the old company, appointed Hans Crocker receiver of the whole road and rolling stock, and he entered into possession under this appointment. In the Western Division foreclosure suit, the same person was appointed receiver of the Western Division and rolling stock pertaining thereto; and afterwards, in the Eastern Division suit, an order was made appointing him also receiver of the road from Milwaukie to La Crosse, and all the rolling stock and franchises, 'subject, nevertheless, to a previous order of court appointing him to be the receiver of the western portion of said road, from Portage City to La Crosse.'

The two foreclosure suits—of the Land Grant on the Western Division, and of the second mortgage on the Eastern—progressed in the District Court to final decrees, and the

orders and proceedings were as follows, the judge who made them having...