Waycross Air-Line R. Co. v. Offerman & W.R. Co.

• Decision Date: 27 February 1900
• Citation: 35 S.E. 275,109 Ga. 827
• Parties: WAYCROSS AIR-LINE R. CO. v. OFFERMAN & W. R. CO.
• Court: Georgia Supreme Court

35 S.E. 275

109 Ga. 827

WAYCROSS AIR-LINE R. CO. v. OFFERMAN & W. R. CO.

Supreme Court of Georgia

February 27, 1900

Syllabus by the Court.

1.Contracts made by one corporation are not binding upon another corporation merely because the stock in both is owned by the same persons.

2.When the charter of a railroad company authorizes the construction of the railroad "to" a given town, the company may construct its line of road "into" the town; and if in constructing its road into the town, it is necessary to cross the line of another railroad in order to reach its terminal point, it may cross such other railroad, under the provisions of section 2167(6) of the Civil Code, which declares that railroad companies incorporated under the general law of this state for the incorporation of railroad companies may cross another railroad "at any point in its route."

3.The rulings on the admission of evidence which were complained of were not erroneous.So far as the case turns on questions of fact, the finding of the judge is amply supported by the evidence, and his discretion in refusing to grant an interlocutory injunction will not be controlled.

Error from superior court, Pierce county; J. W. Bennet, Judge.

Application by the Waycross Air-Line Railroad Company for an injunction to prevent the Offerman & Western Railroad Company from crossing its tracks.From an order denying such injunction plaintiff brings error.Affirmed.

J. L Sweat and Leon A. Wilson, for plaintiff in error.

W. E. Kay and John C. McDonald, for defendant in error.

COBB J.

The Waycross Air-Line Railroad Company made application for an injunction to prevent the Offerman & Western Railroad Company from crossing its tracks in the town of Nicholls.The judge refused to grant the injunction, and the plaintiff excepted.

At the hearing it appeared that the line of the Waycross Air-Line Railroad Company ran from Waycross, in a northwesterly direction, through the town of Nicholls, to the town of Douglas; that the distance from Waycross to Nicholls was 29 miles; that the town of Offerman was on the line of the Plant System of Railways, at a point about 21 miles northeast of Waycross; and that the Offerman & Western Railroad ran from Offerman, in a westerly direction, to Nicholls, a distance of about 40 miles.The defendant company had fixed as its terminus within the town of Nicholls a point south of the line of the plaintiff company, and, in order to reach the same, it was necessary that its tracks should cross those of the plaintiff company.The plaintiff introduced testimony which it is claimed established that in 1896 an agreement was entered into, between the plaintiff, the Southern Pine Company, and the Plant System of Railways, that, in consideration that the Offerman Railroad, then a tram road, would not be extended either south from Offerman, or further in a westerly direction, and thus not invade "the legitimate territory of petitioner for freights," etc., certain sums would be paid monthly by the Plant System and the plaintiff to the Southern Pine Company, and that under this agreement, within the period beginning July 1, 1896, and ending in June, 1899, sums of money, amounting in the aggregate to more than $14,000, had been paid to the Southern Pine Company.It was claimed that the road now being constructed by the defendant railroad company went into territory which the Southern Pine Company had agreed should not be entered by the railroad from Offerman.

1.The petition alleged that the contract relied on by the plaintiff was not made by the Offerman & Western Railroad Company, but by the Southern Pine Company, another corporation, and it was alleged that the same persons were the stockholders in the two companies, and that, therefore, a contract made by the Southern Pine Company was, in legal effect, the same as if made by the Offerman & Western Railroad Company.Even if the plaintiff had succeeded in establishing by proof the allegations above referred to, a contract by the Southern Pine Company would not be, in legal effect, a contract by the Offerman & Western Railroad Company.One person may own all of the stock of a corporation, and still such individual shareholder and the corporation would, in law, be two separate and distinct persons.Manufacturing Co. v White,42 Ga. 148.One corporation may own all the stock in another corporation, but, notwithstanding this, the two corporations would not become merged, but would remain separate and distinct persons.Exchange Bank of Macon v. Macon Const. Co.,97 Ga. 1, 25 S.E. 326;Sparks v. Dunbar,102 Ga. 129, 29 S.E. 295.It would necessarily follow from the rulings in the cases cited that two corporations would not become merged into each other merely because the stock in each was owned by the same persons.Therefore the contract made by the Southern Pine Company was not the contract of the Offerman & Western Railroad Company, even if the stockholders in each were identical.While the evidence showed that these two corporations had many of the same stockholders in each, they were not altogether identical.But even if the contract set up by...