The State, ex rel. Howard v. The Crawfordsville and Shannondale Turnpike Company

• Decision Date: 09 June 1885
• Docket Number: 12,318
• Citation: The State, ex rel. Howard v. The Crawfordsville and Shannondale Turnpike Company, 1 N.E. 395, 102 Ind. 283 (Ind. 1885)
• Parties: The State, ex rel. Howard, Prosecuting Attorney, v. The Crawfordsville and Shannondale Turnpike Company
• Court: Indiana Supreme Court

1 N.E. 395

102 Ind. 283

The State, ex rel. Howard, Prosecuting Attorney, v. The Crawfordsville and Shannondale Turnpike Company

No. 12,318

Supreme Court of Indiana

June 9, 1885

From the Montgomery Circuit Court.

The Judgment is affirmed.

F. M Howard, Prosecuting Attorney, J. M. Thompson, W. B. Herod, W H. Thompson, G. W. Stafford and J. H. Burford, for appellant.

P. S Kennedy, S. C. Kennedy, G. W. Paul, J. E. Humphries, E. C Snyder and W. W. Thornton, for appellee.

OPINION

Howk, J.

This is an information in the nature of a quo warranto, in the name of the State, on the relation of Frank M. Howard, prosecuting attorney of the 22d Judicial Circuit, as plaintiff, against the Crawfordsville and Shannondale Turnpike Company, as defendant. The cause was put at issue and tried by the court, and, at the defendant's request, the court made a special finding of the facts and stated its conclusion of law thereon. Over the exception of the plaintiff's relator to the court's conclusion of law, judgment was rendered thereon for the defendant.

In this court the only error relied upon by the plaintiff's relator for the reversal of the judgment below is, that the trial court erred in its conclusion of law upon its special finding of facts.

The court found the facts of this case to be substantially as follows: On the 31st day of August, 1865, there were organized under the statute the Crawfordsville and Darlington Turnpike Company, and the Crawfordsville and Shannondale Turnpike Company, each of which companies was a valid and legal corporation, with articles of association in due form, which articles of association of each of such companies were duly filed in the recorder's office of Montgomery county, wherein such companies were organized. Each company organized, elected the proper officers and obtained the consent of the board of commissioners of such county to construct its line of road upon the public highway described in its articles of association, which had been a public highway for fifty years continuously. Each corporation built its road; the Crawfordsville and Darlington Turnpike Company built six miles of road at an expense of $ 10,000, and the Crawfordsville and Shannondale Turnpike Company built seven miles of road at an expense of $ 12,000. After such roads were completed, to wit, on November 19th, 1866, the two corporations, by order of the board of directors of each corporation, attempted to consolidate themselves, and to assume the name of the Crawfordsville and Shannondale Consolidated Turnpike Company. The board of directors of each company agreed to such attempted consolidation, and so did all the stockholders of the two old corporations. The stockholders and directors of the old corporations had never issued any certificates of stock.

After the resolution was passed for the consolidation of the two corporations, the attempted consolidated turnpike company elected officers and took possession of such roads, and operated them, collected tolls and exercised all the rights of a corporation, and issued its bonds to the amount of $ 6,300, the debt of the two old corporations; and such consolidated company held and operated such roads from the 19th day of November, 1866, until the 16th day of November, 1878. During all such time such roads were held by such attempted organization, statements were filed and taxes paid, tolls collected and the debts partly paid, and the roads were operated under such assumed corporate name.

On the 16th day of November, 1878, such attempted organization, the Crawfordsville and Shannondale Consolidated Turnpike Company, joined in articles of association with the Crawfordsville and Fredericksburg Turnpike Company (a duly and legally organized turnpike company of such county, which owned a road therein), and formed an attempted organization by the name of the Crawfordsville and Eastern Turnpike Company, under which name all of such roads were operated, and all the certificates of stock in the old companies were surrendered and cancelled, and, in lieu thereof, the attempted Crawfordsville and Eastern Turnpike Company issued other certificates. The attempted organization, the Crawfordsville and Eastern Turnpike Company, operated and held possession of such roads, had a board of directors, president and secretary, and assumed to act as a corporation, collected tolls, contracted and was contracted with, sued and was sued, and continued to act as a corporation until August, 1882, when the members of such organization and its board of directors held a meeting and abandoned such organization.

On the 9th day of May, 1879, the State of Indiana, on the relation of George W. Collings, Esq., then prosecuting attorney of the Twenty-second Judicial Circuit, filed an information in the nature of a quo warranto against the persons who were then claiming to be the officers, directors and stockholders of such attempted corporation, the Crawfordsville and Eastern Turnpike Company, which persons were the same persons then claiming to be the officers, directors and stockholders of the aforesaid Crawfordsville and Darlington, and Crawfordsville and Shannondale turnpike companies; and such cause was tried in the Montgomery Circuit Court, and judgment was there rendered therein in favor of such defendants and against the plaintiff's relator, and the relator appealed therefrom to the Supreme Court of this State, where such judgment was in all things reversed, and the opinion and judgment of the Supreme Court are reported under the title of State, ex rel., v. Beck, 81 Ind. 500. Thereafter, such cause was again submitted for trial to the Montgomery Circuit Court, on the 15th day of September, 1882, and it was then and there found, adjudged and decreed by such court that the defendants therein were guilty as charged, and were not a corporation under the name of the Crawfordsville and Eastern Turnpike Company, and that such pretended corporation was not legally organized, and there was no such corporation, and such defendants were enjoined from exercising any franchises as such corporation; that such corporation was illegal and void, and that such relator recover his costs of such defendants; which judgment and decree still remained in full force.

In August, 1882, the Crawfordsville and Darlington Turnpike Company, the Crawfordsville and Shannondale Turnpike Company and the Crawfordsville and Fredericksburg Turnpike Company, each assumed control and elected officers and a full board of directors for each company, and each corporation took possession of the road originally held by it, and had since held possession and exercised full control over such road, collected tolls, built bridges and gravelled the roadway. When the Crawfordsville and Eastern Turnpike Company was dissolved, the stockholders in the original corporations, or the assignees of the original stockholders, by agreement divided up the interest claimed by each, and took such interest in the original corporation. From the time of the organization of the Crawfordsville and Shannondale Consolidated Turnpike Company down to August, 1882, the original corporations did not elect officers, nor hold any meetings, nor keep any...