St Louis Ry Co v. Berry
Decision Date | 02 March 1885 |
Parties | ST. LOUIS, I. M. & S. RY. CO. v. BERRY and others, Board of Railroad Com'rs, etc |
Court | U.S. Supreme Court |
A. T. Britton, J. H. McGowan, A. B. Browne, and John F. Dillon, for plaintiff in error.
U. M. Rose, for defendants in error.
The legislature of Arkansas passed an act, January 12, 1853, to incorporate the Cairo & Fulton Railroad Company, with power to construct, maintain, and operate a railroad from a point on the Mississippi river opposite the mouth of the Ohio, in the state of Missouri, by way of Little Rock, to the Texas boundary line, near Fulton, in Arkansas, with one or more branches to the western boundary line of that state, with the view of entering the north-eastern and north-western portions of Texas, and there connecting with projected railroads in that state, from the bay of Galveston, running up the valleys of the Brazos and Trinity rivers; and with power to construct branches to any other point or points within the state of Arkansas. The capital stock of the company was fixed at $1,500,000, to be increased from time to time to any sum not exceeding the entire amount expended on account of said road.
The act contained the following sections:
The reference to the charter of the Mississippi Valley Railroad Company need not be further considered, as it does not seem to be material in the present controversy. Railway Co. v. Loftin, 98 U. S. 559. At the time of the passing of the act incorporating the Cairo & Fulton Railroad Company, the constitution of Arkansas contained no restriction upon the power of the legislature to grant such an exemption from taxation as the charter contains. But the constitution of the state, which took effect April 1, 1868, and was in force until October, 1874, contained the following provisions: Article 5, § 48. 'The general assembly shall not grant to any citizen or class of citizens privileges or immunities which upon the same terms shall not equally belong to all citizens.' Article 1, § 18. 'The property of corporations now existing or hereafter created shall forever be subject to taxation the same as property of individuals.' Article 5, § 48.
On July 23, 1868, an act was passed by the general assembly of the state of Arkansas 'to provide for a general system of railroad incorporation,' in which is the following:
On January 1, 1874, the main line of the Cairo & Fulton Railroad Company was completed and was in ac ual operation; but the branches authorized by the charter were not completed until after the consolidation between that company and the St. Louis & Iron Mountain Railroad Company, a corporation of Missouri which took effect on May 4, 1874, and resulted in the formation of the St. Louis, Iron Mountain & Southern Railway Company, the complainant and plaintiff in error in this suit. This consolidation was effected by means of certain proceedings and an agreement between the parties, the parts of which, pertinent to the present controversy, are as follows:
The board of directors of the Cairo & Fulton Railroad Company, on May 4, 1874, adopted these resolutions, viz.:
'Resolved, that this company will enter into an agreement with the St. Louis & Iron Mountain Railroad Company for uniting and consolidating this company with the said St. Louis & Iron Mountain Railroad Company, and for making joint stock of the two companies and forming one board or directors for the management of the affairs of said companies on the basis jointly recommended by the committees on consolidation, and embraced in the agreement executed by the said St. Louis & Iron Mountain Railroad Company, and now here submitted for execution on the part of this company.
'Resolved, further, that the president of this company be, and he is hereby, authorized and directed to execute the agreement submitted, to be, however, subject to the approval and confirmation of the stockholders of this company, called to be holden on Monday, the fourth day of May inst., or any other day thereafter, and, when approved that the president cause the same to be carried into effect, and call in the certificates of stock in this company outstanding, and exchange them for stock in the new company according to the terms of the agreement.'
The agreement of consolidation referred to was approved and adopted by the stockholders of the company on the same day. It purports to be an agreement entered into April 13, 1874, between the St. Louis & Iron Mountain Railroad Company, a corporation organized and existing under and by virtue of the laws of the state of Missouri, party of the first part, and the Cairo & Fulton Railroad Company, a corporation organized and existing under and by virtue of the laws of the state of Arkansas, party of the second part. It recites that——
'And whereas, the said parties are authorized, by the laws of the several states aforesaid, to consolidate their capital stock, franchises, and property together, and become one corporation; and it is believed that such consolidation will be beneficial to the stockholders of each of said corporations, and to the public:
'Now, therefore, this agreement witnesseth that the said parties of the first and second parts hereto, by their respective boards of directors, duly convened, have...
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