State v. Terminal Ass'n.

• Decision Date: 11 May 1904
• Citation: 182 Mo. 284,81 S.W. 395
• Parties: STATE ex inf. ATTORNEY GENERAL v. TERMINAL ASS'N OF ST. LOUIS.
• Court: Missouri Supreme Court

81 S.W. 395

182 Mo. 284

STATE ex inf. ATTORNEY GENERAL v. TERMINAL ASS'N OF ST. LOUIS.

Supreme Court of Missouri.

May 11, 1904.

RAILROADS—TERMINAL COMPANIES—CONSOLIDATION —CONSTITUTIONAL LAW—STATUTE —INFORMATION.

1. The consolidation of railroad companies owning and operating lines used in terminal business only is not repugnant to Const. art. 12, § 17, forbidding the consolidation of railroad companies whose lines are parallel or competing.

2. An information by the state to forfeit the charter of a terminal railroad company for violation of Const. art. 12, § 17, forbidding the consolidation of railroad companies whose lines are parallel or competing, which charges that the lines acquired by consolidation were parallel or competing, but which alleges in support thereof only that by the consolidation the respondent acquired a parallel bridge for the purpose of handling the terminal business of a city, and fails to show that the lines acquired had equal facilities for handling the terminal business of the city with those possessed by respondent at the time of the consolidation, is insufficient.

3. Under Rev. St. 1899, §§ 1164, 1165, as amended by Sess. Acts 1903, pp. 129, 130, expressly conferring on terminal railroad companies the power to acquire and hold stock of other such companies, the state has no power to forfeit the charter of a company which by consolidation acquired all of the terminal facilities of a city, in a proceeding instituted after the passage of the act, though the consolidation took place prior to its enactment.

Robinson, C. J., and Gantt and Marshall, JJ., dissenting.

In Banc. Proceeding by the state, on information of Edward C. Crow, Attorney General, against the Terminal Railroad Association of St. Louis. On demurrer to information. Demurrer sustained.

The Attorney General and Sam B. Jeffries, for informant. M. F. Watts, H. S. Priest, Martin L. Clardy, and W. M. Williams, for respondent.

VALLIANT, J.

This is a proceeding on information of the Attorney General, the object of which is to exclude the respondent corporation from all corporate franchises, and to annul its charter, on the ground that it has violated the law of this state which prohibits a railroad company from consolidating with another company which owns or controls a parallel or competing line. The information sets out in chronological order the several corporations that have been chartered to handle the terminal railroad business in St. Louis. From its statements the following facts may be gathered:

In 1874 the structure now known as the "Eads Bridge" across the Mississippi was finished. The railroad tracks over that bridge, extending from the east to the west, entered a tunnel under Washington avenue, in St. Louis, which ran west and southwest until it merged at a point near Eighth and Poplar streets. In that year a union depot company was chartered, which erected a union depot and passenger station, with switch tracks, yards, etc., at a point near Twelfth and Poplar streets. From that date on there were various companies chartered under the general railroad law, whose object was to construct, maintain, and use railroad tracks for the purpose of handling cars and trains of the various railroad companies coming into and out of the Union Depot from the south and the west, and also from the east over the Eads Bridge. Through these corporations, rights of way were acquired, and tracks and switchyards necessary for this business were constructed, connected with the tracks of the Union Depot Company, extending from Compton avenue, on the west, to the properties of the Union Depot Company, and thence east and through the tunnel and across the Eads Bridge, by means of which trains of all railroads coming from the several directions above indicated were received by the agencies of the terminal company at the various termini of the railroads, and drawn into the premises of the Union Depot, and in like manner trains departing from the city were taken charge of at the Union Depot by the terminal company, and drawn over its tracks and delivered to the railroad companies at their respective termini; and there were also constructed switch tracks and spurs reaching to private business establishments located in the vicinity or along the general course of the terminal tracks. The Union Depot and Passenger Station, and all its equipments, were subsequently moved farther west, and now occupy blocks between Eighteenth and Twenty-First streets.

In 1889 the several corporations owning the terminal rights and properties above mentioned consolidated, and took the name of the Terminal Railroad Association of St. Louis, the original authorized capital stock of which was $7,000,000, which in 1893 was increased to $12,000,000, and in 1903 to $50,000,000. That consolidated corporation was organized under the general railroad law of this state. It is the respondent in this suit. The respondent thus became the owner of all the rights and properties above mentioned, including those of the Union Depot Company, all of which, in the language of the information, "constituted the larger part of the terminal, switching, and car-storage facilities subject to use by persons and corporations engaged in business in St. Louis, and used by them in transferring and switching the products so dealt in or manufactured by them to and from the railroad tracks and lines of railroad companies running into, through, and from said city, and to and from the various factories, manufacturing establishments, freight depots, warehouses, private tracks, and switches and other places in said city from the factories, storage warehouses, depots, railroad tracks, and switches in said city to the place of distribution or delivery depot in said city, and in switching and conveying the freight and passenger cars from and to the switches, side tracks depots, warehouses, and termini of the various railroads running into said city." This condition continued until August 17, 1893, when the respondent, by agreement of that date with the St. Louis Merchants' Bridge Terminal Railway Company, acquired control and practical ownership of the properties of that company. It is that agreement that forms the chief ground of the charge in the information that the respondent has violated the law.

The structure known as the "Merchants' Bridge" is a railroad bridge spanning the Mississippi about two miles north of the Eads Bridge; its west end being at Ferry street, in St. Louis. The St. Louis Merchants' Bridge Terminal Railway Company, which we will hereinafter call the Merchants' Terminal, was incorporated under the general railroad law of this state in 1887. The object declared in its articles of association was to construct and maintain a standard gauge railroad within the limits of the city from the Union Depot to the northern city limits, and from a point where it crosses North Market southwardly to Carr street, and from Ferry street eastwardly across the Merchants' Bridge into the state of Illinois; also from the point where it crosses Pope avenue northwardly to the intersection of Morin and Florissant avenues —in all, 15 miles.

In 1892 the Merchants' Terminal Company acquired from another corporation, called the St. Louis Terminal Railway Company, a line of railroad which was to be constructed from a point near the northern limits of the city, running north and westward, and then southwestward, belting the city, to Arloe Station, in St. Louis county, which is a station on the St. Louis & San Francisco Railroad. The design of this road was, when it should be completed, to furnish all persons and corporations in the city who might have use therefor "railroad connections, tracks, switches, freight cars, terminal and railroad terminal facilities including depots, warehouses, car storage therein, switching facilities, and railroad track and terminal connections with the various railroads running into the city," and in this respect the design was to compete with the respondent in doing that business.

On August 17, 1893, the respondent entered into an agreement, the particulars of which are set out in the information and a copy filed as an exhibit, the result of which was to give the respondent the practical ownership and control of the properties of the Merchants' Terminal Company, and, with the other properties held by respondent, to give to respondent control of all instrumentalities now in operation in the city designed for handling the terminal business of the railroads centering in St. Louis.

The conclusion drawn by the Attorney General from those facts is that the respondent, the Terminal Railroad Association of St. Louis, has violated the law as ordained in section 17, art. 12, of the Constitution of this state, and as declared in section 1062, Rev. St. 1899.

The respondent demurs to the information, assigning as grounds therefor that the information does not show:

(1) That respondent's road and that of the Merchants' Terminal are parallel or competing lines. (2) That they are railroads, within the meaning of section 17, art. 12, of the Constitution, or of section 1062, Rev. St. 1899. (3) It does show that the properties of the respondent are such as it was authorized to acquire and use by the provisions of sections 1164 and 1165, and the amendments thereof by the act of the General Assembly of 1903 (Acts 1903, pp. 129, 130).

1. The clause in the Constitution which it is contended has been violated is found in section 17, art. 12, which section is as follows: "No railroad or other corporation, or the lessees, purchasers or managers of any railroad corporation, shall consolidate the stock, property or franchises of such corporation with, or lease or purchase the works or franchises of, or in any way control, any railroad corporation owning or having under its control a parallel or competing line; nor shall any officer of such railroad corporation act as an officer of any...