N.Y., B. & E. Ry. Co. v. Motil

• Decision Date: 18 December 1908
• Citation: 71 A. 563,81 Conn. 466
• Court: Connecticut Supreme Court
• Parties: NEW YORK, B. & E. RY. CO. v. MOTIL.

71 A. 563

81 Conn. 466

NEW YORK, B. & E. RY. CO.

v. MOTIL.

Supreme Court of Errors of Connecticut.

Dec. 18, 1908.

Appeal from Court of Common Pleas, Fairfield. County; Howard B. Scott, Judge.

Action by the New York, Bridgeport & Eastern Railway Company against Joseph Motil, under Gen. St. 1902, § 4053, to settle title to land. Judgment for defendant, and plaintiff appeals. Reversed, and new trial ordered.

John C. Chamberlain, for appellant.

Stiles Judson, for appellee.

BALDWIN, C. J. This action is to settle the title to land conveyed in 1884 by one Hodges to the New York & Connecticut Air Line Railway Company, a corporation of Connecticut duly organized under the general railroad law in 1881, for the consideration of $626.32 then received in payment, by a warranty deed, in which he described it as "lying and being in the town of Stratford, and on each side of the center line of the location of said railroad company and of the width of four (4) rods on each side of said center line, across my said lands a distance of about nine hundred and nineteen feet in length, bounded northerly and southerly by my own land, easterly by land of Stiles W. Wheeler, and westerly by highway, reference being had to the map of the location of said railway company in the office of the town clerk of said town of Stratford. Said railway company is to tressell my pond the width of fifty feet." Habendum: "Unto the said grantees, their successors and assigns forever, to their own proper use and behoof." This strip ran through a 16-acre farm owned by Hodges, and was bought in order that it might become part of the roadbed of a railroad which the grantee was proposing to construct. The company acquired an entire right of way from New Haven to the state Hue of New York, surveyed it, graded a considerable part of it, and expended a considerable sum of money in advancing its purposes, but finally lost the right to complete the railroad by the expiration of the statutory period allowed for so doing, which occurred October 22, 1889. On October 16, 1889, some of its shareholders organized a new corporation, under the same law, named the New York, Bridgeport & Eastern Railway Company. The New York & Connecticut Air Line Railway Company thereupon conveyed all of its lands and right of way to one W. E. Norton, trustee, who on October 22, 1889, conveyed the same to the new company. The organization of the latter was defective. On December 6, 1890, it reconveyed whatever it had acquired under its deed of October 22, 1889, to its grantor, and on January 24, 1891, he conveyed the same premises to the plaintiff, which is a corporation of the same name with that defectively organized, and which was properly organized earlier in the month, under the same law, to carry on the building of the same railroad. All these conveyances were made with the intention and for the purpose of using the land now in question as a part of the roadbed of a railroad. This strip had been graded and an earth embankment built on part of it, at considerable expense, by the first grantee. The plaintiff did no work upon it, but laid out a considerable sum in resurveys of its right of way and in litigation. No trestle was ever built across the pond. In 1895 the directors of the plaintiff, being satisfied that it could not construct the railroad, empowered Henry R. Parrott, its president, as such and as its attorney in fact, to dispose of and convey all its property, real and personal, using the proceeds to pay its indebtedness as far as possible. On January 6, 1896, this action was ratified by the company at a meeting of the shareholders, the vote reciting that the rights of the corporation would expire on January 8, 1896.

In 1889 Hodges had given a warranty deed of his farm to one Rowing and his wife, describing it as divided into two parts by a strip of land 8 rods wide and about 919 feet long, which he had conveyed to the New York & Connecticut Air Line Railway Company in 1884. In 1899 he gave a quitclaim deed of his right, title, and interest in this strip to Mrs. Rowing, who bad acquired her husband's title under the deed of the preceding year. The strip in question was never separated from the farm by fences, and the successive owners of the farm have cultivated it to some extent. An election of officers by the plaintiff was made in 1891, at which Henry R. Parrott, one of the shareholders, was chosen a director, and he was also then made president of the company. No election of directors or appointment of president has been since made. He has always been a shareholder. In the fall of 1895 he, claiming to act as president, director, and shareholder in the plaintiff's behalf and under the votes above described, had the strip of land in dispute mapped so as to show a pentway extending through it, with adjoining building lots, caused fence posts to be set up along its sides, and advertised the lots for sale. The farm would be greatly damaged by the use of this land for building purposes. This action was instituted by Mr. Parrott in 1906 solely upon the authority of the votes above described.

The general railroad law under which the plaintiff was incorporated provided that, if any company organized under its provisions should not finish its railroad within five years from the time of filing and recording its articles of association, its corporate existence and powers should cease. Gen. St. 1887, § 3440. When Hodges gave his first deed, the general railroad law conferred upon any company that should be organized under it power to "hold such real estate as may be convenient for accomplishing the objects of its organization" (Gen. St. 1875, p. 317, tit. 17, c. 2, pt. 9, § 6); and there was an "Act concerning corporations," providing that "every private corporation may, when no other provision is specifically made, receive, purchase, hold, sell, and convey real and personal estate, as the purposes of the corporation shall require, not exceeding the amount limited in its charter." Pub. Acts 1883, p. 232,...