South Carolina & G.R. Co. v. Augusta Southern R. Co.
| Decision Date | 13 July 1900 |
| Citation | 36 S.E. 593,111 Ga. 420 |
| Parties | SOUTH CAROLINA & G. R. CO. v. AUGUSTA SOUTHERN R. CO. |
| Court | Georgia Supreme Court |
Syllabus by the Court.
1. A petition, though mainly in the form of an equitable petition is, under the uniform procedure act of 1887 (now embodied in Civ. Code, § 4937), maintainable as an action at law if it sets forth a legal cause of action. If it does this in substance, it is good against a general demurrer, or a motion to dismiss in the nature of such a demurrer. In case such a petition is unnecessarily voluminous, or contains redundant superfluous, or irrelevant matter, or is not properly paragraphed, or is in any respects not sufficiently clear and distinct, its defects in these respects may and should be reached by an appropriate and timely special demurrer.
2. Where two railroad companies entered into a contract for the lease by one of them of all the property of the other for the entire period of its corporate existence under its charter and all renewals thereof, the main consideration of the contract operating beneficially for the lessor being "The rents and covenants hereinafter contained to be paid and performed by" the lessee, and where the contract stipulated that the latter was "to have and to hold." during the stipulated term, the property of the lessor, the lessee "paying the rents, keeping and performing the covenants herein contained, to be kept and performed on its part, as hereinafter stipulated," then all of the agreements, promises, and stipulations on the part of the lessee preceding the words last quoted, the keeping of which was essential to a just, fair, and reasonable performance by it of the contract as a whole, should be treated as covenants, whether in the parts of the contracts setting forth these agreements, promises, and stipulations they were expressly so designated or not.
3. When, in a contract of the nature above indicated, it was expressly provided that in case the lessee should at any time fail to pay to the lessor such sums of money as may be due under the contract, "or shall fail to perform any other covenant herein, and such default or failure to perform shall continue for thirty days after written notice requiring such performance, then and in every such case it shall be lawful for the [lessor], at its option, to re-enter into and upon its said line of railway and other property hereby leased, and every part thereof, and take possession thereof, and have and hold such property, together with all additions and improvements which shall have been made to the same; and all the right, title, and interest whatsoever of the [lessee] in and to said property shall, upon such re-entry, thereupon wholly cease and determine." Held, that upon a breach by the lessee of any one or more of such agreements, promises, and stipulations as are indicated in the preceding note, it became the right of the lessor to institute an action for the forfeiture of the lease.
4. When, among the covenants contained in such a contract, there was one for the payment of interest on certain bonds, mere failure to promptly pay such interest would not constitute a ground of forfeiture, if the lessor did not elect to do so when the default occurred, and if, before the filing of its petition, the interest had in fact been paid.
5. The petition in the present case sufficiently set forth the covenants made by the defendant company, and sufficiently alleged breaches of several of them by the defendant to entitle the plaintiff to institute its action, and the same was in substance good against the motion to dismiss made at the trial term.
Error from superior court, Richmond county; E. L. Brinson, Judge.
Action by the Augusta Southern Railroad Company against the South Carolina & Georgia Railroad Company. Judgment for plaintiff. Defendant brings error. Affirmed.
Jos. B. Cumming, for plaintiff in error.
Boykin Wright, J. R. Lamar, and E. H. Callaway, for defendant in error.
1-3. This case was before this court at the October term, 1898, and is reported in 107 Ga. 164, 33 S.E. 36. The contract upon which the plaintiff's action was based is set forth fully in that volume, which renders it unnecessary to copy the same again in the report of the case now before us. After that decision, when the case came on again to be heard before the court below, a motion was made by defendant's counsel, orally, to dismiss the petition ("the supreme court of Georgia having held that said petition did not present any grounds for equitable relief"), on the following grounds: First, because there were no proper pleadings to support an action at law; second, because a legal cause of action is not set out. The court, after argument for and against the motion, took the same under advisement, and on January 16, 1900, rendered judgment refusing said motion to dismiss. On this judgment of the court, error is assigned in the bill of exceptions.
It was simply decided in this case, when it was first here, that the contract entered into by these railway corporations was one of lease, and not of partnership, and did not establish any trust relations between the parties thereto. The petition seems to be mainly in the form of an equitable proceeding. It was evidently filed under the uniform procedure act of 1887 (now embodied in Civ. Code, § 4937). The petition prayed for a decree declaring the lease forfeited, for damages, for a receiver pending the litigation, for an accounting, and for general relief. At the first preliminary hearing had in the case, the trial judge appointed receivers to take charge of the road and operate it until final decree. The lessee excepted to that decision, and the case was brought here for review. In order to obtain the equitable relief sought in the petition, it was contended that, under the contract between the parties, a partnership was created, or at least a trust relation existed between them, and therefore equity had jurisdiction. This court held that that was not a correct construction of the contract, and therefore equity had no jurisdiction to grant the relief sought, and, inasmuch as the judgment excepted to granted equitable relief purely, it was reversed. This court, however, did not decide, nor is there any such intimation in the opinion written by Chief Justice Simmons, that the petition set forth no valid cause of action at law. On the contrary, at the conclusion of the opinion, it was recognized that, under our system, legal and equitable causes may be joined in one action, yet, if the petition contain no equity, the court cannot award equitable relief. The further idea is conveyed, in the decision in that case, that the plaintiff's petition was predicated solely upon matters over which c...
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