The St. Joseph Union Depot Co. v. The Chicago, Rock Island & Pacific Railway Company

• Decision Date: 26 November 1895
• Citation: The St. Joseph Union Depot Co. v. The Chicago, Rock Island & Pacific Railway Company, 31 S.W. 908, 131 Mo. 291 (Mo. 1895)
• Parties: The St. Joseph Union Depot Company v. The Chicago, Rock Island & Pacific Railway Company, Appellant
• Court: Missouri Supreme Court

31 S.W. 908

131 Mo. 291

The St. Joseph Union Depot Company v. The Chicago, Rock Island & Pacific Railway Company, Appellant

Supreme Court of Missouri, First Division

November 26, 1895

Appeal from Buchanan Circuit Court.-- Hon. A. M. Woodson, Judge.

Affirmed.

Brown & Pratt for appellant.

(1) The judgment is excessive; the suit is for $ 4,800, while the judgment is for $ 7,767.76.(2) The terms of the contract under which the Rock Island company is entitled to the use of the union depot, are plain and unambiguous.It is not even hastily drawn.In its preamble it states that, "it is important that the rights, duties, and liabilities of each in regard to the whole subject-matter of said depot, its appurtenances, use, care, control, rental, taxes, expenses renewals, and repairs, shall be stated and defined," and it undertakes to so state and define them.The parties are bound by the terms of their contract, and the court will not interpolate something not stipulated by them.Fruin v Railroad,89 Mo. 397.(3)The ruling in the case of Union Depot Co. v. Railroad,113 Mo. 213, is decisive of this case.(4) Under the lease of May 15, 1886, from the Kansas company to the Iowa company, the last named company had the right, pursuant to the terms of its contract with the depot company, to run all its trains, originating on the road of the Kansas company, into the union depot at St. Joseph.Union Depot Co. v. Railroad, supra.And the Rock Island, as the assignee of the Iowa company's lease and contract, would of course have the same right.The principal point last stated, having been expressly determined by this court in the case cited, it only remains to consider whether anything happened after May 15, 1886, to deprive the Iowa company, or its assignee, of that portion of the benefits of its lease.(5) The petition states that under the lease of May 15, 1886, the Iowa company "entered into the possession of the railway property and franchises" of the Kansas company, so that from and after that date it had no train to run into the union depot, and existed and exercised its franchises only for the purpose of receiving thirty per cent of the gross earnings of its lines and property, and paying its bonded and other indebtedness.It might seek to acquire influence in the management of the depot company by subscribing to its stock, and securing a director, and perhaps by contracting to pay a portion of its interest and operating expenses, but it could not contract away any right already granted to its lessee, nor bind its lessee to the payment of anything, and it did not attempt to do so.This makes it unnecessary to determine how far the union depot contract "ran with the property," as it never attached to the property then in possession of the Iowa company under perpetual lease.There never could come a time when the contract of the Kansas company could become operative to charge the property with a burden as against its own grant.(6) Had the Rock Island company purchased the remainder in the Kansas company's property (if there can be said to be a remainder over, after a nine hundred and ninety-nine year lease), at voluntary sale, it could not have the effect to charge the property with the Kansas company's depot contract, because that contract, being limited to fifty years, could not, by any possibility, attach to such remainder.But the fact is that at the master's sale under the mortgage of May 14, 1886, the Rock Island purchased a title paramount to the Iowa company's lease, and to every other incumbrance or burden the Kansas company might seek to impose after the execution of the mortgage.It could do no act to lessen its value in the hands of any person, or corporation, who might be a bidder.Craig v. Zimmerman,87 Mo. 475;Plum v. Studebaker Bros. & Co.,89 Mo. 162;Sims v. Field,66 Mo. 111;Funkhouser v. Lay,78 Mo. 458;Stewart v. Perkins,110 Mo. 660;McShane v. Moberly, 79 Mo. 41.

Spencer & Mosman for respondent.

(1)The defendant company is bound to pay to plaintiff the rent due under the lease from plaintiff to the Kansas company, because: First, by the express agreement of the parties the several covenants, conditions, and stipulations contained in the lease were binding on the respective parties thereto, their successors and assigns, for the term of fifty years.Second.Where the parties mutually agree to bind their assigns, such assigns are bound by force of the language and evident intention of the parties.By accepting the deed from the Iowa company and from the master the defendant entered into a covenant to comply with the terms of the depot lease.Hickey v. Lake Shore,36 N.E. 672;Mygatt v. Coe,36 N.E. 870;Perry v. Railroad,26 A. 829;Ruddick v. Railroad,116 Mo. 25.But where the agreement does not mention assigns, then privity of estate is necessary in order to make the covenants binding on assigns.Bronson v. Coffin,108 Mass. 180;Dorsey v. Railroad,58 Ill. 65.Third.The depot property of the plaintiff, by force of their lease from it to the Kansas company, became appurtenant to the railway of the Chicago, Kansas and Nebraska company. Central Trust Co. v. Kneeland, 138 U.S. 419;State Treasurer v. Railroad,28 N. J. L. 27;Riddle v. Littlefield,53 N.H. 508;Railroad v. Maffitt,94 Mo. 60;Woodhull v. Rosenthal,61 N.Y. 390.Fourth.The general terms used in the lease from the Kansas company to the Iowa company, and in the deed from the Iowa company to the defendant, are sufficient to transfer to defendant the right to use the facilities of the union depot company under that lease.Central Trust Co. Case, supra;Ecker v. Railroad,8 Mo.App. 223;Epperson v. Nickerson,78 Mo. 487;Church v. Branch,120 Mo. 246;Columbia Co. v. Railroad,60 F. 796.Fifth.The general terms in the deed of the master were sufficient to transfer to the defendant the rights acquired by the Kansas company to the use of the depot property (see case above cited), and by its purchase at the master's sale the defendant became the assignee of the lease.Blackmore v. Boardman,28 Mo. 426.Sixth.That sale was an absolute assignment of the lease to the defendant, and it is liable for the rent.Smith v. Brinker,17 Mo. 148;Willi v. Dryden,52 Mo. 322.Seventh.No subsequent conveyance to, or purchase of the title by defendant, could change the relations which it had thus voluntarily assumed and entered into with the depot company.Central Trust Co. v. Kneeland,138 U.S. 419.(2) First.The covenants of the lease made by the union depot company to the Kansas company are binding on all subsequent purchasers with notice from the Kansas company. Joy v. St. Louis, 138 U.S. 34;Whitney v. Railroad,11 Gray, 364.Second.The several covenants, conditions, and stipulations of the lease, made by the Union Depot company to the Kansas company were for the benefit of the railway of the Kansas company and attached to that railway property as covenants running with said property and were necessarily binding upon every subsequent owner of the Kansas company's line.Railroad v. Cosand,33 N.E. 251;Bronson v. Coffin,108 Mass. 180;Joy v. Railroad,138 U.S. 41.See cases cited in point 1, supra;Chappell v. Railroad,24 A. 997.(3) The new matter pleaded in the reply was but a continuance of the original cause of action and was proper.Ward v. Davidson, 89 Mo. 445.

OPINION

Brace, P. J.

This is an appeal from a judgment of the circuit court of Buchanan county in favor of the St. Joseph Union Depot Company, plaintiff, against the Chicago, Rock Island & Pacific Railway Company, defendant, for the sum of $ 7,767.76.

On the tenth day of April, 1888, the plaintiff, party of the first part, and the Chicago, Kansas and Nebraska Railway Company, party of the second part, entered into the following contract in writing:

"Whereas The party of the first part has become incorporated and organized under the laws of the state of Missouri for the purpose of erecting, maintaining, and operating a union passenger depot in said city, and has erected upon a site chosen by said party of the first part a union depot; and

"Whereas, The said party of the second part desires to rent and occupy the same; and

"Whereas, For the protection of the parties hereto, it is important that the rights, duties, and liabilities of each in regard to the whole subject-matter of said depot, its appurtenances, use, care, control, rental, taxes, expenses, renewals, and repairs shall be stated and defined:

"Now, Therefore, In consideration of the premises, it is mutually agreed by and between the parties hereto as follows:

"First.Said party of the second part hereby agrees to pay to the said party of the first part, for the use of said depot, an annual rental amounting to its proportion of fifteen thousand dollars; said sum being interest at ten per centum per annum upon the original bonded indebtedness of said party of the first part, amounting to one hundred and fifty thousand ($ 150,000) dollars; said proportion being found by dividing said sum of fifteen thousand ($ 15,000) equally to and between all the railroad companies using said union depot from time to time during the life of this contract; and in addition thereto, its proportion of the expenses of maintaining and operating said union depot, and of all repairs thereto, and all taxes thereon, said proportion being ascertained in like manner as proportion of rental as above set forth:

"Provided That all rentals for the use of said depot and appurtenances derived from railroad companies not parties to contract with said first party, similar hereto, and all rentals and receipts for use of said depot and appurtenances from any source whatever, shall be applied as a credit upon and in reduction of the amount so as aforesaid...