Pennsylvania Railroad Co. v. Sly.

• Decision Date: 04 April 1870
• Court: Pennsylvania Supreme Court
• Parties: The Pennsylvania Railroad Co. <I>versus</I> Sly.

65 Pa. 205

The Pennsylvania Railroad Co. versus Sly.

Supreme Court of Pennsylvania.

March 29, 1870.

April 4, 1870.

March 29th 1870.

Before THOMPSON, C. J., AGNEW, SHARSWOOD and WILLIAMS, JJ. READ, J., at Nisi Prius

Error to the Court of Common Pleas of Warren county: No. 375, to January Term 1870.

COPYRIGHT MATERIAL OMITTED

J. R. Thompson, for plaintiffs in error, referred to the Acts of Assembly relating to the two railroad companies.

Wilbur & Allen and W. D. Brown, for defendant in error.— A private corporation is liable for the acts of its agents within the scope of their authority, in the same way, and in the same form, as any individual person is: Pennsylvania Railroad Co. v. Vandiver, 6 Wright 370; McCready v. Guardians of Poor, &c., 9 S. & R. 101; Turnpike Co. v. Rutter, 4 Id. 17. The Philadelphia and Erie Railroad have not leased its corporate franchises to the defendants: Gratz v. Pennsylvania Railroad, 5 Wright 456.

The opinion of the court was delivered, April 4th 1870, by SHARSWOOD, J.

The Sunbury and Erie Railroad Company was incorporated by an Act of Assembly passed April 3d 1837, Pamph. L. 170. It was invested with all the usual powers of a railroad corporation for constructing a road from Sunbury by the most eligible route to the harbor of Erie. There was granted to it all such liberties, privileges and franchises, "necessary or incident to the making and maintaining the said railroad, convenient construction of depots, such cars, locomotives, fixtures and devices as may be necessary for the conveyance of passengers and the transportation of the mail and of goods, merchandise and commodities thereon." By the 21st section it was declared that "it shall and may be lawful for the president and managers from time to time to ordain and establish rules and regulations for the due ordering of all travelling and transportation on said road * * * provided that the toll * * * shall not exceed upon each passenger an average of two cents per mile." By the Act of March 15th 1847, Pamph. L. 350, the directors of the said company were clothed with full power to transport passengers, goods, minerals, merchandise and other articles, and to receive and collect freight and tolls therefor, and by the 2d section, the 21st section of the original act of incorporation except the proviso was repealed. By a subsequent Act of March 27th 1852, § 8, Pamph. L. 188, the company was authorized to connect with other railroads under such arrangements as may be mutually agreed upon, and which the said company, as general transporters of passengers and freight between Philadelphia and Erie and intermediate places may deem expedient for economy or the better accommodation of the public. By an Act of March 7th 1861, Pamph. L. 94, the name of the corporation was changed to that of "The Philadelphia and Erie Railroad Company."

The Pennsylvania Railroad Company was incorporated by an Act of Assembly, passed April 13th 1846, Pamph. L. 312, and by the 21st section it was enacted and declared that upon the completion of the said railroad the company shall have exclusive control of the motive power and may from time to time establish, demand and receive such rates of toll or other compensation for the use of the said road and of said motive power and for the conveyance of passengers passing over or on said railroad as to the president and directors shall seem reasonable, provided that in the transportation of passengers no charge shall be made to exceed 3 cents per mile for through passengers and 3½ cents per mile for way passengers.

It was decided by this court in Gratz v. The Pennsylvania Railroad Company, 5 Wright 447, that it was within the corporate powers of the two companies for the Philadelphia and Erie Railroad Company to make such a lease of its road and franchises to the Pennsylvania Railroad Company as was afterwards executed and is on this record, under the Acts of April 13th 1860, Pamph. L. 711, and of April 23d 1861, Pamph. L. 410.

By the terms of the lease dated January 6th 1862, it was stipulated and agreed that the lessee, The Pennsylvania Railroad Company, "shall have, use, exercise and enjoy all the rights, powers and authority aforesaid, and all the other corporate powers and privileges which can or may be lawfully exercised and enjoyed on and out of said demised railroad and premises, as fully, amply and entirely as the same might or could have been used, exercised and enjoyed by the party of the first part (The Philadelphia and Erie Railroad Company), had this lease and contract not been made, and as exclusively, amply and entirely as the party of the first part had or have or shall acquire authority by law to grant the same."

This recital of the Acts of Assembly, the former decision of this court, and the terms of the lease, renders the solution of the question which is presented on this record by no means difficult. That question is whether the Pennsylvania Railroad Company as the lessee of the Philadelphia and Erie Railroad Company, is subject to the limitation imposed upon it by its charter in the transportation of passengers on its own road? It might be concluded from general reasoning that the restrictions upon the company in the transportation of merchandise and passengers upon a railroad authorized to be constructed by it, have no application to the use of another railroad of which it may become the lessee by authority of law. The learned judge admits that this would be so if the lessees were individuals or natural persons, but he failed to see that an artificial person authorized specially by law to take a lease is in the same position unless such authority is itself limited. By virtue of a simple lease, therefore, an artificial as well as a natural person would succeed to all the rights, liberties and franchises, and be subject to all the limitations imposed upon the lessor. The lessee is the assignee for a term or period of the lessor — his bailiff to hold the possession for him: Co. Litt. 239 b, note 2; it is so as to natural persons, why not as to corporations, unless the law has made a difference when it authorized the lease? The limitations which the legislature have prescribed, as well as the privileges they have granted, have exclusive reference to that particular subject-matter to which they relate,...