Pullman v. Palace-Car Co. v. Missouri Pac. Ry. Co.

• Decision Date: 25 April 1882
• Citation: 11 F. 634
• Parties: PULLMAN PALACE CAR CO. v. MISSOURI PACIFIC RY. CO. and another. [1]
• Court: U.S. District Court — Eastern District of Missouri

11 F. 634

PULLMAN PALACE CAR CO. v. MISSOURI PACIFIC RY. CO. and another. ^[1]

United States Circuit Court, E.D. Missouri.

April 25, 1882

Noble &amp Orrick, for plaintiff.

John C Brown and Thomas J. Portis, for defendants.

McCRARY C. J.

This case is before the court upon an application for a preliminary injunction to restrain respondents from violating a certain contract, and it has been fully argued by counsel both orally and in print. The facts, so far as we deem it necessary to state them, are as follows: On the 8th of May 1877, a contract in writing was entered into between the complainant and the respondent the Missouri Pacific Railway Company, which gave complainant the exclusive right for a term of 15 years to furnish to the railway company drawing-room and sleeping cars for use upon its railroad, and bound the company, upon certain terms and conditions, to haul said drawing-room and sleeping cars over its line of railroad.

The provisions of this contract now to be considered are those by which it was provided that it should include not only the railway then controlled by the Missouri Pacific Railway Company, but also by all roads said railway company might thereafter control by ownership, lease, or otherwise. These provisions are to be found in the seventh and twelfth clauses of the contract, which are as follows:

'Seventh. In consideration of the use of the aforesaid cars, the railway company hereby agrees to haul the same on the passenger trains on its own line of road, and on all roads which it now controls, or may hereafter control, by ownership, lease, or otherwise, and also on all passenger trains in which it may, by virtue of contracts or running arrangements with other roads, have the right to use such cars, in such manner as will best accommodate passengers desiring the use of said cars. And the railway company shall, at its own expense, keep said cars in good running order and repair, including renewals of wornout parts, and all things appertaining to said cars necessary to keep them in first-class condition.'

'Twelfth. The railway company hereby agrees that the Pullman Company shall have the exclusive right, for a term of 15 years from the date hereof, to furnish for the use of the railway company drawing-room, parlor, and sleeping cars on all the passenger trains of the railway company, and over its entire line of railway, and on all roads which it controls, or may hereafter control, by ownership, lease, or otherwise, and also on all passenger trains on which it may, by virtue of contracts or running arrangements with other roads, have a right to use such cars, and that it will not contract with any other party to run said class of cars on and over said lines of road during said period of 15 years.'

The contention of the complaint, which lies at the foundation of its right to an injunction, is that since the execution of the contract the said Missouri Pacific Railway Company has acquired control of the St. Louis, Iron Mountain & Southern Railway, so as to bring the line of that road within the terms and subject to the operation of the contract. The facts upon which this claim rests, as they are set forth in the bill, are, in substance, that prior to December, 1880, the Missouri Pacific Railway Company acquired and became the owner of more than a majority of the stock of the St. Louis, Iron Mountain & Southern Railway Company, and that such purchase was made with the intent of controlling the management and administration of the last-named road, and of running the two roads as one line, and in the interest of the Missouri Pacific Railway Company; that the present board of directors of the Iron Mountain Company was elected by the vote of the shares of stock owned by the Missouri Pacific Company; that certain persons, seven in number, are members of the board of directors of both companies,...