The relief prayed for in this case was the construction and
maintenance of a piece of railway in specific performance of a
contract attached to the bill as an exhibit, but upon examination
it appeared that the contract did not call for its construction and
maintenance.
Page 123 U. S. 223
If a railway company abandons part of its line and ceases to
maintain a piece of track which it had contracted to maintain, it
has the right to do so, subject to the payment of damages for the
violation of the contract, to be recovered, if necessary, in an
action at law.
A railway company organized to receive, hold and operate a
railroad sold under foreclosure of a mortgage, in the absence of a
statute or contract, is not obliged to pay the debts and perform
the obligations of the corporation whose property the purchasers
buy.
In equity. Respondents demurred. The demurrer was sustained, and
the bill dismissed. Complainants appealed. The case is stated in
the opinion of the Court.
MR. JUSTICE MILLER delivered the opinion of the Court.
This is a bill in chancery brought by Charles B. Hoard against
the Chesapeake and Ohio Railway Company in the District Court of
the United States for the District of West Virginia.
The main object of the bill, so far as it can be ascertained, is
to enforce specifically the contract set out in writing between the
complainant and the Chesapeake and Ohio Railroad Company, which is
made an exhibit to the bill and purports to have been executed on
the 28th of July, 1873. The first part of the instrument professes
to be a deed of conveyance whereby, in consideration of the sum of
one thousand dollars in hand paid, the receipt of which is
acknowledged, the complainant sold and conveyed to the Chesapeake
and Ohio
Railroad Company several pieces of land in the
Town of Ceredo, in the State of West Virginia, which are minutely
described, and which seem to be parts or parcels of land laid out
in town lots by the plaintiff, through which it was expected the
road of the company would be located. This grant is expressed to be
on the condition that in the event the property so conveyed should
cease to be used for railroad purposes by the company, its
successors or assigns, the estate thereby granted shall revert to
the grantor, his heirs or assigns.
Page 123 U. S. 224
There was also a covenant that the complainant was to have leave
and permission to connect a single siding or branch with the track
of the railroad at a point near the Ceredo Hotel, owned by him, and
that the company would erect lawful fences and protect said tracks.
There is no contract or covenant in this agreement, although it is
signed by the railroad company, that it would build its road along
and through the property so conveyed, and certainly no contract
that it would continue it there, because one of the conditions is
that if it should cease to use the road there the title to the land
should revert to the grantor. Yet the main foundation of the relief
sought in this action is based upon the allegation of a covenant in
this contract that the railroad company would build their road over
the grounds designated in this conveyance, and the relief asked is
that the railway company shall now be compelled, although they have
for ten or twelve years been using the track through other grounds
than these, to abandon that and construct their road through the
lots mentioned in this contract and continue the same.
The prayer of the bill for relief is
"that the Chesapeake and Ohio
Railway Company be made a
party defendant to this bill; that process may issue; that
defendant may be compelled to answer the same; that the contract of
28th July, 1873, be specifically enforced; that the defendant may
be compelled to permanently maintain, establish, and run its road
through the village of Ceredo, as specified in the contract, and to
erect and maintain a depot and place for the convenient and regular
receipt and delivery of freight and passengers in the Town of
Ceredo, near Ceredo Hotel; that it may be decreed to pay to the
complainant the sum of $1,000, with interest from the date of the
contract; that it may be decreed to do and perform all and
everything covenanted to be done and performed by the railroad
company by the contract aforesaid; that the defendant may be
inhibited, restrained, and enjoined from all further proceedings in
the condemnation case pending in this Court in the name of the
Chesapeake and Ohio
Railway Co. v. Hoard
et. al.,
and after the answer shall have come in, and the cause shall
Page 123 U. S. 225
have been fully heard, that defendant be perpetually enjoined,
inhibited, and restrained from running its cars, engines, and
trains, over the complainant's land on the present location of
their road and as now constructed."
It will be perceived by this statement of the case that the
defendant in this suit is not the Chesapeake and Ohio Railroad
Company, with whom the plaintiff made his contract, but the
allegation of the bill on this subject is that the "Chesapeake and
Ohio Railroad Company" was sold out under a mortgage foreclosure,
and that the purchasers, by virtue of the law of West Virginia,
became a corporation by the name of "The Chesapeake and Ohio
Railway Company," the present defendant,
"and entitled to all the works, property, estate, rights,
franchises, and privileges, theretofore owned and possessed by the
Chesapeake and Ohio
Railroad Company, and subject to all
the restrictions imposed by law upon said last-named company."
The bill also contains allegations that while the first company
never built its road through any part of the Town of Ceredo, the
present company defendant did build its road through that town, but
selected a route somewhat different from that which embraced the
lots conveyed by plaintiff to the first corporation; that
afterwards, the second corporation instituted proceedings in the
proper court for the condemnation of the land over which its line
did run, which proceeded to a report of the commission ordered to
examine and assess the value of the land taken, and the damages;
that this assessment was reported at $1,075 in favor of the
plaintiff in this suit for land taken by the new company for the
new route, and that this sum was paid into court. It appears that
the plaintiff in this suit had notice of these matters, and, as the
exhibits show, consented to the appointment of the assessors, but
that after the report was mad, he objected to it and demanded a
jury. He also filed a pleading, in which he set up the contract
already mentioned as a bar to the condemnation or taking of the
property under the authority of the action of the commission. In
this condition of affairs, the case for condemnation was removed on
the application of the railway company into
Page 123 U. S. 226
the district court of the United States, where, after some
additional proceedings, the present bill was filed.
It also appears that the present defendant deposited the sum
awarded to Hoard with the clerk of the state court, under the
jurisdiction of which the condemnation was had, and that this money
has, by order of the United States court, been placed in the hands
of the clerk of that court, and that defendant has built and been
using its road over the property thus condemned for ten or twelve
years. The bill also contains an allegation that the one thousand
dollars recited in the contract as the consideration for the
conveyance was never actually paid, although the deed acknowledges
its receipt. A demurrer was filed to this bill which, on hearing,
was sustained and the bill dismissed, and from this decree of
dismissal the present appeal is taken.
It is very clear that the bill presents no feature which
justifies or requires the interposition of a court of equity.
First. The contract with the Chesapeake and Ohio Railroad
Company contains no such covenant for laying the track of that
company through the lands purchased of plaintiff as his bill
alleges. Therefore, if even that company was defendant in this
suit, there is nothing which the court could specifically compel it
to do found in this contract.
Second. If there were such a contract, both the law and this
contract contemplates the right of the railroad company to change
its route before being built and to abandon it afterwards, and if
the plaintiff is injured by this change, the remedy is clearly by
an action at law for damages.
Third. The present defendant, the
railway company, is
not shown to be under any obligation to perform the covenant of its
predecessor, the
railroad company, which is set up here as
a matter of specific performance. The persons who purchased the
railroad at the mortgage foreclosure sale did not thereby, under
any statute of the state, Act of February 1, 1871, Sess.Laws, p.
91, or any contract of which we are aware, become obliged to pay
the debts and perform the obligations of the railroad company.
Railroad Co. v. Miller, 114 U. S. 176.
They bought the property of that company and its franchises,
Page 123 U. S. 227
but if, as such purchasers, they thereby became bound to pay all
the debts and perform all the obligations of the corporation whose
property they bought, it would put an end to purchases of
railroads. The plaintiff provided his own remedy for what has
happened by the condition in his conveyance that the land should
revert to him, his heirs or assigns, in the event of which he now
complains.
As regards the sum to which he would be entitled for the taking
of the lots or parts of them where the railroad now runs by the
defendant company, the law has provided him with the remedy, which
is still in the hands of the court in the proceedings for
condemnation. If the money paid into court is insufficient, he is
probably entitled to a further trial by jury. If it is a sufficient
compensation, the money awaits him when he is ready to accept
it.
The bill makes no case for the interposition of a court of
equity, and the decree of the court dismissing it is therefore
Affirmed.