Union Depot Co. v. Chicago, K. & N. Ry. Co.

• Decision Date: 28 November 1892
• Citation: 20 S.W. 792,113 Mo. 213
• Court: Missouri Supreme Court
• Parties: UNION DEPOT CO. v. CHICAGO, K. & N. RY. CO. et al.

20 S.W. 792

113 Mo. 213

UNION DEPOT CO. v. CHICAGO, K. & N. RY. CO. et al.

Supreme Court of Missouri, Division No. 1.

November 28, 1892.

CONSTRUCTION OF CONTRACT — USE OF UNION DEPOT — LEASE FROM YEAR TO YEAR.

1. Six railroad companies whose lines ended at Kansas City, and one company whose line ran through that place, made a contract with a Union Depot company, whereby each railroad company agreed to use such depot, and to pay as rent therefor one seventh of the expenses of operating the depot, and one seventh of interest on the cost of the depot. The contract further provided that any rents received by the Depot Company from other roads should be credited upon the rent reserved in the contract. One of the parties whose road terminated at Kansas City extended its line through that place by purchasing the line of another company, not a party to the contract, that had been paying rent to the Depot Company for the temporary use of the depot. Held, that the purchasing company was entitled to use said depot for its original and its purchased line upon payment only of the rental imposed on it by the contract.

2. The directors of a Union Depot company, on January 10, 1888, resolved to allow a certain railroad company to use its depot at a certain rent "as a temporary arrangement." On April 19, 1888, they admitted said company as a tenant "for an annual rental based on 8 per cent. of the cost of the property, and one twelfth the operating expenses;" and on January 8, 1889, they resolved that the railroad company "be charged a rental of one twelfth of 8 per cent. of the cost of the property, and one twelfth of the current expenses and taxes." Rent was demanded and paid monthly. At the time of the April resolution the Depot Company had pending before it an application by the railroad company to be admitted as a party to a contract under which the depot was controlled by the railroad companies named in the contract. Held, that the railroad company had merely a temporary right to the depot, and not a lease from year to year.

Appeal from circuit court, Jackson county; JOHN W. HENRY, Judge.

Action by the Union Depot Company against the Chicago, Kansas & Nebraska Railway Company and the Chicago, Rock Island & Pacific Railway Company for rent. Plaintiff was nonsuited, and it appeals. Affirmed.

Watson J. Ferry and Frank Hagerman, for appellant. McDougal & Sebree and Gardiner Lathrop, for respondents.

BLACK, J.

At the close of the evidence the plaintiff took a compulsory nonsuit, which the circuit court refused to set aside, and hence this appeal.

The plaintiff is a corporation owning and operating at Kansas City a depot, with the necessary buildings, sheds, tracks, and offices, all designed to accommodate the different railroads at that place. The Depot Company brought this suit against the Chicago, Kansas & Nebraska Railway Company, hereafter called the Nebraska Company, and against the Chicago, Rock Island & Pacific Railway Company, hereafter called the Rock Island Company, to recover rents for the months of May to October, 1889, both inclusive, amounting to some $6,700. The petition avers that the rents sued for were due for the use of the depot by the trains of the Nebraska Company, which trains, it is alleged, were operated by the Rock Island Company. The defendants say the trains alleged to be the trains of the Nebraska Company were in fact the trains of the Rock Island Company, and that the latter company had a contract with the Depot Company, by which it had the right to use the depot for all of its trains for one rental, and that it had paid this rental for the months named in the petition, and so the circuit court held. The question whether the Rock Island Company was under any obligation to pay more than one rental depends upon the construction of the contract.

In 1876 there were six railroad companies whose roads terminated at Kansas City. Besides these roads, the road of the Missouri Pacific Railway Company extended from St. Louis to Kansas City, and thence on west to Atchison, in the state of Kansas. The Union Depot Company, as party of the first part, and these seven companies, as parties of the second part entered into a written contract, dated the 1st June, 1876. As this contract is lengthy we shall state the substance of it, quoting those parts deemed most material. It begins by saying that whereas, the respective railroads of the parties of the second part "terminate at or run into and through Kansas City," and to prevent expense and avoid the accumulation of separate stations, a necessity has arisen for a Union Depot; and whereas, the Union Depot Company has become incorporated for the purpose of maintaining such a depot "of sufficient capacity to accommodate the trains of the railroads of the second parties," and the second parties have agreed to occupy and rent the same when completed; "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 of said depot, its appurtenances, use, care, control, rental, taxes, expenses, renewals, and repairs shall be stated and defined," — it is agreed as follows, each of said railroad companies acting for itself and independently. The first and second clauses make it the duty of the Depot Company to acquire the necessary land, and to erect depot buildings, sheds, tracks, etc., the character and cost of the buildings to be subject to a governing board. The third clause provides: "Said several railroad companies, party of the second part hereto, agree to pay to said party of the first part, for the use of said depot, an annual rental amounting to ten (10) per cent. interest on the total ascertained outlay for actual cost of said depot, including grounds, buildings, tracks, siding, switching yards, connections, and all needful appurtenances, and, in addition thereto, the expenses of maintaining and operating the same, and of all repairs thereto, and all taxes." The rental to be paid by any one company is not to exceed a designated amount per annum, and the total outlay is not to exceed a named sum, except with the written consent of the several railroad companies. "And provided, further, that all rentals for use of said depot and appurtenances derived from railroad companies not parties hereto, and all rentals and receipts for said depot or appurtenances from any source whatever, shall be applied as a credit upon and in reduction of the amount so as aforesaid to be paid as rental by the several railroad companies parties hereto." The ninth clause provides: "The Union Depot shall be used by said railroad companies, parties hereto, for all their passenger trains destined for or departing from Kansas City; and all railroad companies using said depot shall run their passenger trains to and from said depot, unless otherwise expressly permitted by said governing board." The contract contains many other stipulations, some of them to the effect that the amount of rentals to be paid by railroad companies not parties to the contract shall be subject to the governing board; that the rentals to be paid by the parties to the contract shall be paid monthly; and that the persons constituting the governing board shall be appointed by the railroad companies, one by each company; that the railroad companies shall have the right, at any time after 15 years, to purchase the depot property at the cost thereof; and the covenants, conditions, and stipulations set out in the contract are made binding upon the parties thereto, their successors and assigns, for 50 years from and after the depot shall be completed and ready for occupancy. Other provisions are made in respect of insurance and the appointment of depot officers, and the contract concludes with the stipulation that all of the covenants on the part of the parties of the second part are several, not joint, and in no event shall one railroad company be liable for any default of the others, or for more than its one seventh of the amount agreed to be paid to the first party.

The defendant the Rock Island Company became a party to this contract in 1880. Two other railroad companies were also admitted as parties thereto, one prior and the other subsequent to 1880; thus making 19 parties of the second part. These 10 companies all have the same rights, and the only effect of admitting these 3 companies was to lessen the rental to be paid by each company from one seventh to one tenth of the whole rental. The defendant the Nebraska Company and the Chicago, Santa Fe & California Railway Company were the only railroad companies, not being parties to the depot contract, which ever entered and used this Union Depot. The governing board mentioned in the contract was organized in this way: Each railroad company, as it became a party to the contract, took an amount of issued stock equal to that taken by each of the other companies, and thus, as stockholder, had a right in the selection of directors. Each railroad company elected one member of the board of directors, and this board acted as the governing board. When the defendant the Rock Island Company became a party to the agreement it owned and operated a road from Chicago, in Illinois, to Cameron, in this state. It had acquired the right to run its trains from Cameron west to Kansas City over the road of the Hannibal & St. Joseph Railroad Company, but it did not then, nor does it now, own a track of its own between these points. The Hannibal Company was one of the original parties to the contract. The defendant the Nebraska Company owned and operated a line west of Kansas City, extending from Topeka, in the state of Kansas, west through that state and into Colorado. It owned no road from Topeka east to ...