Woodstock Iron v. Richmond Extension

• Decision Date: 05 March 1889
• Citation: 32 L.Ed. 819,9 S.Ct. 402,129 U.S. 643
• Parties: WOODSTOCK IRON Co. v. RICHMOND & D. EXTENSION Co
• Court: U.S. Supreme Court

9 S.Ct. 402

129 U.S. 643

32 L.Ed. 819

WOODSTOCK IRON Co. v. RICHMOND & D. EXTENSION Co.

March 5, 1889.

This case comes from the circuit court of the United States for the Northern district of Alabama. The complaint, which was filed in June, 1884, is as follows:

'The plaintiff, which is a corporation created by and under the laws of the state of New Jersey, claims of the defendant, a corporation created by and under the laws of the state of Alabama, and located and having its principal place of business in the county of Calhoun, in the state of Alabama, thirty thousand dollars for the breach of an agreement entered into by it on, to-wit, the 18th day of November, 1881, whereby and wherein said defendant agreed and promised that if said plaintiff would locate and construct, or cause to be located and constructed, the railroad of the Georgia Pacific Railroad Company (or of the new consolidated company then being formed, and to be known as the 'Georgia Pacific Railroad Company') by way of the town of Anniston, it, the said defendant, would donate and pay to the said plaintiff, or as it might direct, the cash sum of thirty thousand dollars, to be paid in money as to one-half—that is, fifteen thousand dollars—when the said Georgia Pacific Railroad Company connected its line with the line of the Alabama Great Southern Railroad Company at or above Birmingham, Ala., and the other half—that is, fifteen thousand dollars—when said line was connected with the line of the Louisville & Nashville Railroad Company (the North & South Alabama Railroad Company) at or above said city of Birmingham, provided said connections be made within three years from date of said contract. And plaintiff avers that it did cause to be located and constructed the railroad of the said Georgia Pacific Railway Company by way of the town of Anniston; that the said Georgia Pacific Railroad Company connected its line with the line of the Alabama Great Soughern Railroad Company at or above said Birmingham on, to-wit, the 1st day of June, 1883, and with the line of the Louisville & Nashville Railroad Company at or above said city on, to-wit, the 1st day of July, 1883, yet, although the said plaintiff has complied with all the provisions of said contract on its part, the said defendant has failed to comply with the following provisions thereof, viz.: It has failed and refused, and still fails and refuses, to pay, though often requested so to do, any part of said sum of thirty thousand dollars, except the sum of six thousand three hundred and twenty-five dollars, whereby it has become and is indebted to said plaintiff as aforesaid; wherefore this suit. The said plaintiff claims of the said defendant the further sum of thirty thousand dollars for the breach of an agreement entered into by him on, to-wit, the 18th day of November, 1881, in words and figures in substance as follows:

"ANNISTON, CALHOUN CO., ALABAMA,

"November 18th, 1881.

"The Woodstock Iron Company makes to the Richmond & Danville Extension Company the proposition following,—that is to First. If the Richmond & Danville Extension Company will locate and construct, or cause to be located and constructed, the railroad of the Georgia Pacific Railroad Company (or of the new consolidated company now being formed, to be known as the 'Georgia Pacific Railway Company') by way of the town of Anniston, the Woodstock Iron Company will donate and convey, or cause to be donated and conveyed, by good and sufficient deeds, to the Richmond & Danville Extension Company, or as it may direct: (1) Strips of parcels of land each one hundred feet wide,—that is to say, fifty feet on each side of the center line of the location to be fixed for said railroad in, over, and through all and sundry the tracts and lots of lands now owned and to be owned by the Woodstock Iron Company, wheresoever situated, on and along the line of said location outside of the corporate limits of the town of Anniston; and the Woodstock Iron Company will, upon request of said extension company, at any time, proceed to clear the said strips or parcels of land from timber thereon, allowing, however, the said extension company to have and take therefrom all that part of timber useful to it for the purpose of construction and for cross-ties. (2) A strip or parcel of land in, over, and through the entire corporate limits of the town of Anniston, so far as owned by the Woodstock Iron Company, as follows,—that is to say, on the left or west side of the center line of the location to be fixed for said railroad, from the point of entering to the point of leaving said corporate limits, a width of fifty feet, measuring from said center line, and on the right or east side of the center line of the location to be fixed for said railroad, a width of fifty feet, measuring from said center line from the point of entering said corporate limits to a point nineteen hundred and six and eight-tenths feet short of a point agreed, at or about the near foot of a hillock situated in field in a west- erly direction from the depot of the Selma, Rome & Dalton road; thence for a length of thirteen hundred six and eight-tenths feet to said point agreed, a width of one hundred and fifty feet, measuring from said center line; and thence to a point of leaving said corporate limits a width of fifty feet, measuring from said center line. Appended hereto is a tracing showing said strip or parcel of land. (3) All such additional strips or parcels of land within and adjoining the town of Anniston as the experimental location about to be made may show to be reasonably necessary for sidings and other tracks for the advantageous and convenient transaction of the business of the Georgia Pacific Railroad or Railway Company, and especially for siding or spare track along and to the right or east of the Selma, Rome & Dalton line, for convenient approach to the furnaces and for sidings or spare tracks from the main line, at or above the place of greatest width, for convenient appproach to the cotton factory and to the presently to be established carwheel and car works.

"The Woodstock Iron Company will aid the work of construction, and especially so of the sidings or spare tracks for the furnace, by the judicious wasting of the furnace cinder and other material; and the said company will in a general way do all it can to facilitate the work and advance the business of the railroad company whose location it invites; and the Woodstock Iron Company will donate and pay to the Richmond & Danville Extension Company, or as it may direct, the cash sum of thirty thousand dollars, paying the same in money as to one-half—that is, fifteen thousand dollars—when the Georgia Pacific Railroad or Railway Company connects its line with the line of the Alabama Great Southern Railroad Company at or above Birmingham, Alabama, and as to the other half—that is to say, fifteen thousand dollars—when the Georgia Pacific Railroad or Railway Company connects its line with the line of [the] Louisville & Nashville Railroad Company (the North & South Alabama Railroad Company) at or above Birmingham, Alabama; the above to be paid only provided the Georgia Pacific Railroad or Railway Company is so far completed as to make the connections above within three years from this date. In case the Richmond & Danville Extension Company accepts the terms proposed above, this instrument shall have the effect of a binding contract upon the Woodstock Iron Company, but such acceptance must be in writing, and addressed to the president and secretary and treasurer of the Woodstock Iron Company at Anniston, Alabama, within four months from the date thereof; and, if the Richmond & Danville Extension Company shall disire hereafter to build machine-shops for the Georgia Pacific Railroad or Railway Company at the town of Anniston, will donate and convey to said extension company, or as it may direct, by good and sufficient deeds for that purpose, at least five acres of land at a convenient distance from the crossing of the Selma, Rome & Dalton road. If, however, this land is accepted for shops, the land shall be appropriated, and the shops built within four years from this date.

"In testimony whereof witness the signature of the president and secretary and treasurer and the corporate seal of the Woodstock Iron Company, this 18th day of November, 1881.

[Seal.] "ALFRED L. TYLER, President.

"SAMUEL NOBLE, Sec'y and Treas.'

'And the plaintiff avers that it did accept the terms proposed by said instrument above set out, in a writing addressed to the president and secretary and treasurer of said Woodstock Iron Company, at Anniston, within four months from the date of said agreement and instrument, which said writing was delivered to said president and secretary and treasurer on, to-wit, the 18th day of January, 1882, and is in words and figures in substance as follows:

"ATLANTA, GA., Jan'y 17th, 1882.

"Messrs. Alfred L. Tyler, President, and Samuel Noble, Secretary and Treasurer, of Woodstock Iron Company, Anniston, Ala. GENTLEMEN: The Richmond & Danville Extension Company hereby notifies you that it accepts the proposition in writing made by you on behalf of the Woodstock Iron Com- pany to said extension company, regarding the location and construction of the Georgia Pacific Railway by the town of Anniston, the date whereof is Anniston, Calhoun county, Alabama, November 18th, 1881, and a copy of which is hereto appended.

"Respectfully, JOHN W. JOHNSTON,

"Vice-President Richmond & Danville Extension Company.'

'And plaintiff avers that said defendant was at that time engaged, among other things, in the business of making pig-metal and other products from iron ores, and making sales of the same; that its works were located in said town of Anniston, and that it owned large quantities of valuable property therein, and that the said railroad referred to is said contract was a road then in the process of construction, to be run...