This Court will consider the nature of a corporation organized
under a state law only so far as may be necessary to determine
federal rights.
Franchises to public service corporations will not be extended
by implication, but whatever is plainly and legally granted is
protected by the contract clause of the Constitution.
Where the corporate existence has been recognized after the
expiration of the shorter period and the state has not moved in
quo warranto, a franchise legally granted by municipal
ordinance and legislative enactment for the life of the charter of
a public service corporation cannot be impaired during the term
specified in the charter filed before the grant was made, although
such term be longer than that allowed by the act under which the
corporation was organized.
A franchise contract may extend beyond the life of the
corporation to which it is granted; at the end of the corporate
life, it is a divisible asset.
Page 215 U. S. 418
An ordinance enacted before electricity as used as motive power
prohibiting any power that would be a public nuisance will not be
construed as excluding electricity, and a public service
corporation accepting an ordinance permitting change from horse to
electric power does not abandon its rights under the original
ordinance so that they are no longer protected by the contract
clause of the Constitution.
Where all that is necessary is to determine whether a right
under a state charter is now in existence, the decree should be
confined thereto, and should not attempt to determine the further
duration of the charter under state statutes.
Waiver to a reasonable extent of certain privileges under a
franchise does not withdraw the other privileges from the
protection of the contract clause of the Constitution.
The ordinance granted by the City of Minneapolis, in 1875, to
the Minneapolis Street Railway for the life of its charter
continues for fifty years from 1873, when the corporation was
organized, and the fare cannot be reduced during that period below
five cents, and the ordinance of 1907, directing the sale of six
tickets for twenty-five cents is void under the contract clause of
the Constitution.
The facts, which involve the franchise of the Minneapolis Street
Railway Company and whether the obligation of its contract was
impaired by a subsequent ordinance, requiring it to sell six
tickets for twenty-five cents, are stated in the opinion.
Page 215 U. S. 420
MR. JUSTICE DAY delivered the opinion of the Court.
This is an appeal from a decree of the Circuit Court of the
United States for the District of Minnesota, enjoining the City
Page 215 U. S. 421
of Minneapolis from enforcing, as against the Minneapolis Street
Railway Company, appellee, a certain ordinance of the City of
Minneapolis, passed February 9, 1907, prescribing the rate of fare
for the transportation of passengers over any street railway line,
or lines, of the company in the City of Minneapolis.
The case was tried upon amended bill and answer. The ground
alleged for injunction in the amended bill was in substance that
the ordinance of February 9, 1907, violated the terms of a previous
and subsisting contract, prescribing the rates of fare to be
charged by the company in the City of Minneapolis. It appears in
the record that the railway company was organized on July 1, 1873,
and that its alleged contract arises from an ordinance of the City
of Minneapolis passed July 9, 1875, ratified by an act of the
Legislature of the State of Minnesota passed March 4, 1879. We
shall have occasion later on to deal more specifically with this
ordinance and ratifying act.
It is sufficient for the present purpose to say that it is the
contention of the company, that, by the ordinance of July 9, 1875,
and the ratifying act, it became the owner of an irrepealable
contract for the term of fifty years from the date of its
organization, by the terms of which it had the right to charge a
fare not exceeding five cents for each person carried on any
continuous line which might be designated by the city council of
the city, such continuous line, however, not to exceed three miles
in length. The contract, it is alleged, is violated by the
ordinance of February 9, 1907, requiring the sale of six tickets
for twenty-five cents.
The existence of the alleged contract is denied by the city upon
several grounds. It is urged that the complainant company was so
organized that its charter, and consequently its corporate life,
expired thirty years after the date of its incorporation -- that
is, on July 1, 1903 -- and therefore its contract rights ceased and
terminated at that time. This contention is based upon the
incorporation of the company, which
Page 215 U. S. 422
it is insisted, could only be under Title IV of the Laws of
Minnesota, which includes transportation and other lawful business,
and limits corporations organized thereunder to a continuation for
not more than thirty years. Bissell's Stats. of Minn. 1873, p.
443.
It is the contention of the company that it was organized under
Title I of the Laws of Minnesota (Bissell's Stat. 1873, p. 419),
for a term of fifty years. Title I is headed, "Of Corporations
Empowered to Take Private Property for Public Uses," and includes
corporations
"for the purpose of building, improving, and operating railways,
. . . and all works of internal improvement which require the
taking of private property or any easement therein."
Pertinent provisions of Title I as to incorporation are given in
the margin. [
Footnote 1]
Page 215 U. S. 423
Title II is "Of Corporations for Pecuniary Profit Other Than
Those Named in Title I." The pertinent parts of that title are
given in the margin. [
Footnote
2]
Page 215 U. S. 424
Much of the elaborate briefs of counsel in this case is devoted
to a discussion of the question of the organization of this
corporation, and as to whether it was under the one title or the
other. This is not a proceeding in
quo warranto, and the
jurisdiction of the federal court rested upon the contention that
the company has a contract right, protected from impairment by a
legislative act of the state. It is only necessary to examine the
question of the incorporation and organization of the company so
far as is required to determine whether or not this alleged
contract right exists, and whether it has been violated by the
ordinance of the City of Minneapolis, attacked in the amended
bill.
There can be no question that the attempted incorporation of
this company was under Title I of the statutes already referred to.
It was incorporated by five persons. It states the business for
which it was formed,
"to construct and operate
Page 215 U. S. 425
railways in the streets and highways of the City of Minneapolis
and its suburbs in the County of Hennepin, State of Minnesota."
It states the time of the commencement of the corporation to be
the first of July, 1873, and the period of continuance thereof to
be fifty years thereafter. The shares of capital stock are
twenty-five hundred at $100 each.
Under Title II, the corporate life is limited to not more than
thirty years, and the shares of capital stock are to be not less
than $10 or more than $50 each.
The corporation has continued to act since the expiration of the
thirty years which would have been its corporate life had it of its
affairs shall be vested, and when the same are elected.
This record therefore shows that the company undertook to
organize under Title I, for the period of fifty years, has
continued to act as such corporation, and was so acting at the time
of the passage of the ordinance of February 9, 1907.
We proceed to examine the question did the ordinance of July 9,
1875, together with the ratifying act of 1879, make a contract
between the City of Minneapolis and the street railway company
which would endure for the period of fifty years? Section I of the
ordinance of July 9, 1875, provides:
"SEC. 1. That the Minneapolis Street Railway Company be and is
hereby granted, during the term of its charter, the exclusive right
and privilege of constructing and operating a single or double
track for a passenger railway line, with all necessary tracks for
turnouts, side tracks, and switches, in such streets of said city,
as the city council may deem suited to street railways, subject to
the terms, conditions, and forfeitures hereinafter contained;
provided, that the city council reserves the
Page 215 U. S. 426
right to limit the said company to the construction of a single
track upon such street or streets as it may deem proper."
Section 8 of the same ordinance provides:
"Section VIII. The said company may regulate and establish, from
time to time, such rates of fare for the transportation of
passengers and freight over its lines of railway as it may deem
proper; provided, that the charge for carrying a person, including
hand baggage, from one point to another within the city limits,
whether by one or more lines operated by the same company, shall
not exceed five cents on any one line; provided, further, that the
City of Minneapolis hereby reserves the right to alter and regulate
the rate to be charged by the said companies, their successors and
assigns, for the transportation of passengers and freight at the
expiration of five years from the approval of this ordinance, and
every five years thereafter, fixing the same at such rates as the
city council of said city may deem just and reasonable; provided,
that the city shall not reduce the passenger's fare below five
cents, over any one continuous line, and what shall be considered a
continuous line may be designated by the city council of the said
city, but that said council shall not designate any such continuous
line to be more than three miles in length."
Section XVII of the ordinance provides:
"SEC XVII. Within thirty days from the publication of this
ordinance, said company shall file with the city clerk a written
acceptance of the grants hereinabove made, with the conditions,
regulations, and limitations above expressed, signed by the
president and secretary of said company, and when so accepted, this
ordinance shall operate as a contract between the city and said
company, and upon failure to file such acceptance, as aforesaid,
then the above grant shall not become operative to vest any rights,
privileges, or franchises whatsoever."
It also appears that the city filed its acceptance in writing of
the ordinance on August 18, 1875.
Page 215 U. S. 427
In considering the terms of this ordinance and what it undertook
to accomplish on its face, we are to bear in mind that public
grants of this character are not to be extended by implication, and
that all that is granted must be found in the plain terms of the
act. This principle has been so frequently and recently announced
in this Court that it is unnecessary to cite the cases which have
established it. Recognizing this principle, it must also be
remembered that grants of the character of the one under
consideration here, when embodying the terms of a contract, are
protected by the federal Constitution from impairment by subsequent
state legislation, and notwithstanding the principle of strict
construction, whatever is plainly granted cannot be taken from the
parties entitled thereto by such legislative enactments. Statutes
and ordinances of this character are not to be extended by
construction, nor should they be deprived of their meaning, if it
is plainly and clearly expressed.
Examining this ordinance in the light of these principles, there
is no ambiguity in section VIII, which gives to the city the right
to regulate the fares to be charged, provided the same are not
reduced below five cents for each passenger over any one continuous
line, to be designated by the city, of not more than three miles in
length. By § I of the same ordinance, the right and privilege of
constructing and operating a railway line subject to the terms,
conditions, and forfeitures named in the ordinance is granted to
the street railway company "during the term of its charter."
What did this mean? The company had undertaken to organize, and
filed its certificate of incorporation -- which is its charter
under the laws of Minnesota -- and had therein stated its term of
existence to be for fifty years from the first day of July, 1873.
There was a positive requirement of the law that this period of
duration should be stated in the certificate filed for the purpose
of procuring incorporation, and it was there found, and was duly
filed, recorded, and published as required by law.
Page 215 U. S. 428
It is unreasonable to suppose that the city and the company at
that time entered into and inquiry or controversy as to whether the
company could lawfully incorporate for more than thirty years. The
charter referred to in the ordinance could not have been anything
else than the certificate of incorporation required by law. Of this
the city was bound to take notice, and when it granted the
privileges "during the term of the charter," it could have meant
nothing less than during the period named in the charter. As was
declared by the Supreme Court of Minnesota in
City of Duluth v.
Duluth Gas and Water Company, 45 Minn. 210, a case involving
the extent of rights conferred upon a water company by a city
ordinance, "The council must be held, when dealing with defendant,
to know its character, its purposes and powers, as disclosed by its
articles of incorporation."
We come now to the terms of the ratifying act of March 4, 1879.
This act is as follows:
"
An Act to Confirm the Grant of the City of
Minneapolis"
"
to the Minneapolis Street Railway Company"
"Be it enacted by the legislature of the State of
Minnesota:"
"SEC. 1. That whereas the City of Minneapolis did, by an
ordinance entitled, 'An Ordinance Authorizing and Regulating Street
Railways in the City of Minneapolis,' passed by the city council of
said city on the ninth (9th) day of July, one thousand eight
hundred and seventy-five (1875), and approved by the mayor of said
city on the seventeenth (17th) day of July, one thousand eight
hundred and seventy-five (1875), and by an ordinance passed July
third (3d), one thousand eight hundred and seventy-eight (1878),
and amended July eighth (8th), one thousand eight hundred and
seventy-eight (1878), and approved July tenth (10th), one thousand
eight hundred and seventy-eight (1878), grant to the Minneapolis
Street Railway Company the right to construct and maintain a street
railway through the streets of
Page 215 U. S. 429
said city, with certain rights and privileges in said ordinance
particularly set forth. Now the said right to construct and
maintain said street railway through the streets of said city, with
the rights and privileges as set forth and qualified in said
ordinance, is hereby legalized and granted to said company."
"SEC. 2. This act shall take effect and be in force from and
after its passage."
The ordinances of July, 1878, referred to in the ratifying act,
concerned certain streets in the City of Minneapolis, and are not
important to be considered in this connection.
It has not been suggested in the elaborate briefs presented by
the learned counsel for the city that the state legislature at that
time had not the constitutional right to pass this ratifying
act.
In
Green v. Knife Falls Boom Corp. 35 Minn. 155, the
Supreme Court of Minnesota sustained a special law conferring new
and independent franchises and enlarged powers upon the boom
company, a corporation organized under Title IV, and originally not
having the power of eminent domain, nor to take tolls, nor to
obstruct the navigable portions of the St. Louis River.
By the special act, the corporation was given power over the
navigation and use of the river as respects the passage of logs,
the power to exercise the right of eminent domain was conferred
upon it, the right to charge toll upon all logs passed through
their works, and to receive and take entire charge and control of
timber which might run or be driven through the same, and to boom,
scale, and deliver such timber, as provided in the act, with a lien
upon all such logs, which might be enforced by sale.
It was held that, by a long course of legislation and practical
construction, such legislation was justified, and ought not to be
disturbed. The constitutional amendment of 1881, it was said, made
such legislation impossible thereafter, because the legislature is
therein prohibited from enacting any special
Page 215 U. S. 430
or private laws in the following cases: " . . . For granting
corporate powers or privileges, except to cities." In this case,
the court referred to
Ames v. Lake Superior & Miss. R.
Co., 21 Minn. 241, in which it seems to be held that, under
the former constitution, prohibiting the formation of corporations,
except for municipal purposes, under special acts, such special
acts stopping short of creating new corporations might be passed by
the legislature.
See opinion upon rehearing, pages
284-285.
Looking to the terms of the act of March 4, 1879, we find that
the right to construct and maintain the street railway upon the
streets of the city, with the rights and privileges as set forth
and qualified in the ordinance is "legalized and granted to said
company." Language could scarcely be plainer, and, if we are
correct in construing the ordinance as granting the right and
privilege of maintaining railways in the streets of Minneapolis for
the charter term of fifty years, upon the terms therein mentioned,
a vital part of which concerns the right of the company to charge a
certain fare for passengers carried, it follows that this
privilege, with the others, was vested in the company by the
Legislature of the State of Minnesota.
We may note in this connection that the mere fact that a
contract may extend beyond the term of the life of a corporation
does not destroy it. This principle was recognized by this Court in
Detroit v. Detroit Citizens' Street Railway Co.,
184 U. S. 368, in
which it was held that a city ordinance granting the use of the
streets of the city for a term which would extend the grant for
sixteen years beyond the life of the corporation did not invalidate
it. It was held that the limitation upon the corporate life of the
company did not prevent it from taking franchises or other property
the title to which would not expire with the corporation itself,
and further that, at the end of its corporate life, if such
property were still in existence, it would be an asset divisible
among the shareholders after the payment of debts, or it might,
if
Page 215 U. S. 431
assignable, be transferred to any other person or company
competent to hold it.
The ratifying act, being within the power of the legislature,
vested this contract right in the company notwithstanding the want
of power in the city to make it at the time it was entered into.
Nash v. Lowry, 37 Minn. 261.
The principle is well stated by Morawetz in his work on Private
Corporations, Vol. 1, § 319 ,2d ed.:
"Where the legislature, by statute, recognizes and acquiesces in
the existence of a corporation which was formed by the corporators
without the proper authority, it thereby invests the association
with the right of continuing to act in a corporate capacity for the
purposes and in the manner that it publicly assumed to act. And if
rights or franchises are conferred upon an association claiming to
be incorporated, it thereby becomes authorized to exercise the
powers expressly conferred and such others as the legislature
appears to have imputed to it."
See, as to the effect of validating acts,
Los Angeles v. Los
Angeles City Water Co., 177 U. S. 558;
Blair v. Chicago, 201 U. S. 400,
201 U. S.
454.
But, it is contended, if a contract is found to exist, its
rights were lost by virtue of the ordinance of September 19, 1890,
authorizing the street railway company to change its mode of
operation from the use of horse power to electricity. It is
insisted that, by the acceptance of the electrical power ordinance,
the company abandoned any rights it had under the ordinance of 1875
and the ratifying act of 1879, and furthermore that, by the express
terms of the ordinance of September 19, 1890, the right to control
the future rates of fare was thereby vested in the city to an
extent unlimited except by constitutional inhibitions against
confiscatory legislation.
As to the termination of the rights of the company by reason of
the substitution of electricity for horse power, is there such
abandonment of the rights originally secured that they no longer
exist? It is contended that the original ordinance
Page 215 U. S. 432
was limited to the right to operate street railways horse or
pneumatic power, and that, when the ordinance of September 19,
1890, was passed conditions were entirely changed, by horse or
pneumatic power, and that was substituted, and rights existing
under the original ordinance were terminated and abandoned.
Let us see if the ordinance of 1875 was limited to the use of
animal or pneumatic power. Section 4 of that ordinance
provides:
"SEC. IV. The cars to be used upon such tracks shall be
propelled with either animal or pneumatic power, as the said
company deem advisable, provided that no propelling power or
machinery of any sort shall be used after it shall prove to be a
public nuisance, and said company may connect with any other
railway upon which power is used similar to that authorized to be
used on street railways by the city council; but no locomotive,
freight or passenger car, such as are usually run over the general
railways of this state for the transportation of freight and
passengers, shall be used upon any of said tracks unless authorized
by the city council; provided that the said Minneapolis Street
Railway Company, and any other street railway company which the
council may charter under section 3 of this ordinance, shall each
allow the other to connect with and jointly use such portions of
the track belonging to each as the convenience of the traveling
public may require, upon such equitable terms as may be agreed upon
by the said companies, or as may be determined by the District
Court of Hennepin County."
There can be no doubt that, in the then state of the art, the
use of electric power as the means of operating the cars of the
company was not specifically in contemplation. While pneumatic
power is also suggested, there does not seem to be any means of
operation by that method. That the use of other motive power might
be developed in the progress of street railway operation, we think,
was clearly indicated in the ordinance itself. For while animal or
pneumatic power is
Page 215 U. S. 433
named, it is provided that no propelling power shall be used
after it shall be proved a public nuisance, and that the company
might connect with other street railroads upon which power is used
similar to that authorized to be used by street railways by the
city council, but steam-power cars, such as are in common use,
should not be used upon the city tracks, unless so authorized by
the city council.
In these terms of the ordinance it is evident that the parties
had in mind that other propelling power might be developed, and it
was the purpose of the city council to keep control if its use, so
as to prevent it from becoming a public nuisance in the streets.
There was no positive limitation to animal power, and the possible
progress and improvement in the means of propelling cars
contemplated by the parties was carried into effect when the city
passed, and the company accepted, the ordinance of September 19,
1890. By that ordinance, the railway company was authorized to
operate all its existing lines, and all its lines to be thereafter
constructed in the city, by electricity as the motive power.
Section VIII of that ordinance provides:
"SEC VIII. In the construction, maintenance, and operation of
said lines of street railway, said Minneapolis Street Railway
Company, its successors and assigns, shall at all times be subject
to all the conditions and limitations and other provisions of an
ordinance entitled, 'An Ordinance Authorizing and Regulating Street
Railways in the City of Minneapolis,' passed July 9, 1875, and
approved July 17, 1875, as the same has been amended and is now in
force, and all other ordinances of said city now in force or
hereafter adopted, so far as applicable."
It is the contention of the city that, by the terms of this
ordinance, the street railway company became subject to regulation
by the ordinances of the city then in force, or thereafter adopted,
including the right to regulate and control the amount to be
charged for fares for the transportation of passengers.
Page 215 U. S. 434
In construing this section, we must bear in mind that the
company then had, as we have heretofore said, a contract upon the
subject of fares which limited the city in its right to regulate
the same to a reduction not below five cents per passenger upon any
one continuous line. It needs no argument to demonstrate that the
right to charge passenger fares is of the very essence of the
contract, essential to the operation and success of the enterprise.
Detroit v. Detroit Citizens' Street Railway Co.,
184 U. S. 368,
184 U. S.
384.
In section VI of the ordinance of September 19, 1890, it is
provided:
"SEC. VI. Passenger cars on all said lines shall run between
extreme limits on all extensions to or near the intersection of
Washington Avenue with Hennepin Avenue, without change to
passengers traveling thereon, and after November 1, 1890, said
street railway company shall issue transfer checks at the junction
of said lines at Washington and Hennepin Avenues to any passenger
on any of said lines who shall pay one full fare, which transfer
check shall entitle passenger so receiving the same to a continuous
passage on either of said connecting lines; provided, that no
passenger shall be entitled to more than one transfer check for one
fare, and provided further, that said transfer check shall be used
only by the person receiving the same for a continuous passage, and
shall be used on the next car departing on the connecting line upon
which it is to be used. And, if any of the lines of said railway do
not connect at said Washington and Hennepin Avenues, transfer
checks shall be given at the point nearest to the crossing of
Washington and Hennepin Avenues where such lines do connect with a
line reaching said junction point at Washington and Hennepin
Avenues."
This is the only section which mentions the subject of fares,
and it is therein provided that transfer checks may be issued at
certain points to persons paying "one full fare," the transfer
check to be used only by the person receiving the same, for one
continuous passage.
Page 215 U. S. 435
The rate of fare had been fixed in the ordinance of July 9,
1875, and, if it was intended to change it, it would seem clear
that the parties would have entered into new negotiations
concerning it, and would have adopted, if that was desirable, some
definite measure concerning it. The ordinance of July 9, 1875, was
not attempted to be repealed, and is referred to in section VIII of
the ordinance of September 19, 1890, "as the same as has been
amended, and as now in force," and adopted, "so far as applicable,"
concerning the things mentioned in section VIII.
It is true that, by the ordinance of July 9, 1875, there was no
right to reduce the passenger fare below five cents over any one
continuous line not more than three miles in length, to be
designated by the city council. By the terms of the ordinance of
September 19, 1890, transfers were to be allowed, so that, for one
full fare, a passenger might receive a continuous trip very
considerably exceeding three miles in length -- it is stated in one
of the briefs to include a trip of eleven miles. But we do not
understand that the acceptance of this regulation had the effect to
abrogate the contract as to the right to charge a fare of five
cents over one continuous line -- that is, for one continuous
passage. Acquiescence in a regulation which may not have been
deemed injurious, and may have been deemed wise and expedient, does
not preclude a contest against the enforcement of regulations which
are injurious and violative of contract rights.
Los Angeles v.
Los Angeles City Water Co., 177 U. S. 558,
177 U. S.
579.
This right to future control under section VIII was to include
the "construction, maintenance, and operation" of the lines of the
street railway company. Did this undertaking have the effect to
abrogate the contract right already existing, and to subject the
company for the future, as to the right to charge fares, to the
discretion of the city council? Or do the terms "construction,
maintenance, and operation" have reference to the manner of
carrying on the business of the road, the laying of its tracks, the
use of the streets, the keeping up of
Page 215 U. S. 436
the equipment, the safety of the passengers and the public, and
similar matters not involving the right to charge fares? We think
these terms refer to the latter class of rights and privileges.
Such is the import of the words used, and the subject of rates of
fare is not mentioned. The case already referred to,
Detroit v.
Detroit Citizens' Ry. Co., 184 U. S. 368, is
an instructive one upon this point. In that case, it was held that
a street railway company, having a valid contract giving it the
right to charge five cents for the transportation of each
passenger, did not lose that right by accepting the terms of an
ordinance reserving the right to make such further rules, orders,
and regulations as to the city council may seem proper.
Wilson
v. Standefer, 184 U. S. 399.
We therefore reach the conclusion that, when the ordinance
complained of -- that of February 9, 1907 -- was enacted by the
city council, the company was the owner of a valuable contract
right secured to it by the ordinance of July, 1875, ratified by the
enactment of the Legislature of the State of Minnesota on March 4,
1879, which secured to the company for fifty years from July 1,
1873, the contract right to charge five cents per passenger for one
continuous trip. We think that the requirement of the ordinance,
that the company should operate its roads by the sale of tickets
six for a quarter, as required by the ordinance of February 9,
1907, was an enactment by legislative authority which impaired the
obligation of the contract thus held and owned by the complainant
company. We therefore reach the conclusion that the decree of the
circuit court enjoining the execution of the ordinance, for the
reasons stated, should be affirmed.
An examination of the decree, however, shows that it goes beyond
the necessities of the case in specifically decreeing that the
complainant company is a corporation organized under Title I of
chapter 34 of the Statutes of Minnesota for the year 1866, with
charter rights as alleged in the amended bill. It also decrees that
the contract under the ordinances of July 9, 1875, and July 18,
1878, as ratified by the Act of
Page 215 U. S. 437
March 4, 1879, constituted a contract for and during the term of
complainant's charter, as alleged in the amended bill. In the
amended bill, it is alleged that the charter rights of the company
were extended to March 1, 1937; this is undoubtedly averred because
of the amendment to the charter which appears in the record,
extending the term of the company's corporate life until that time.
The decree as it stands might be construed as establishing a
contract to endure until March, 1937.
All that was necessary to adjudge was that the company, by
virtue of the ordinance of July 9, 1875, as amended in July, 1878,
as ratified and confirmed by the Act of the Legislature of the
State of Minnesota of March 4, 1879, constituted a valid contract
for the term of fifty years from July 1, 1873, which is still so
far in force as to prevent the city council from reducing the rate
of fare below the sum of five cents for each passenger for one
continuous passage, and enjoining the city from publishing and
enforcing the ordinance of February 9, 1907, because the same
impaired the obligation of the subsisting contract aforesaid.
The decree of the Circuit Court should be modified so as to meet
these requirements, and, so modified
Affirmed.
[
Footnote 1]
"
Title I"
"SEC. 1. Any number of persons, not less than five, may
associate themselves and become incorporated for the purpose of
building, improving, and operating railways, telegraphs, canals, or
slackwater navigation upon any river or lake, and all works of
internal improvement which require the taking of private property
or any easement therein."
"SEC. 2. They shall organize by adopting and signing articles of
incorporation, which shall be recorded in the office of the
register of deeds of the county where the principal place of
business is to be, and also in the office of the Secretary of
State, in books kept for such purposes."
"SEC. 3. . . ."
"Said articles shall contain:"
"First. The name of the corporation, the general nature of its
business, and the principal place, if any, of transacting the
same."
"Second. The time of commence and the period of continuance of
said corporation."
"Third. The amount of capital stock of said corporation, and how
to be paid in."
"Fourth. The highest amount of indebtedness or liability to
which said corporation shall at any time be subject."
"Fifth. The names and places of residence of the persons forming
such association for incorporation."
"Sixth. The names of the first board of directors, and in what
officers or persons the government of the corporation and the
management of its affairs shall be vested, and when the same are
elected."
"Seventh. The number and amount of the shares in the capital
stock of said corporation. . . ."
"SEC. 4. When articles are filed, recorded, and published, as
aforesaid, the persons named as corporators therein become a body
corporate [provisions follow in this section as to management of
business, amendment of articles of incorporation, etc.]."
"SEC. 5. No such corporation shall be formed to continue more
than fifty years in the first instance, but it may be renewed from
time to time for periods not longer than fifty years: Provided,
that three-fourths of the votes cast at any regular election for
the purpose are in favor of such renewal, and those desiring a
renewal purchase the stock of those opposed thereto at its current
value."
[
Footnote 2]
"
Title IV"
"(This is Title II of chapter XXXIV of the Statutes of
1866.)"
"
Of Corporations for Pecuniary Profit Other Than Those Named
in Title I."
"SEC. 98 (45, as amended by act of March 10, 1873). Any number
of persons, not less than three, who have or shall, by articles of
agreement in writing, associate according to the provisions of this
title under any name assumed by them, for the purpose of engaging
in and carrying on the business of mining, smelting, or
manufacturing iron, copper, or other minerals, or for producing the
precious metals, or for quarrying and marketing any kind of ore,
stone, slate, or other mineral substances, or for constructing,
leasing, or operating docks, warehouses, elevators, or hotels, or
as a mutual savings fund, loan, or building association,
manufacturing gas, or for any kind of manufacturing, lumbering,
agricultural, mechanical, mercantile, chemical, transportation, or
other lawful business, and who have or shall comply with the
provisions of this title, shall, with their associates, successors,
and assigns, constitute a body corporate and politic under the name
assumed by them in their articles of agreement;
provided,
no company shall take a name previously assumed by any other
company. Any mutual saving fund, loan, or building association, as
authorized to loan funds and to secure such loans by mortgage or
other security, and any premiums taken by any such association for
the preference or priority of such loans, shall not be deemed
interest within the meaning of section one of chapter 23 of the
general statutes. Any such association is authorized and empowered
to purchase at any sheriff's or other judicial sale, or at any
other sale, public or private, any real estate upon which such
association may have or hold any mortgage, judgment, or lien, or
other encumbrance, or in which such association may have an
interest, and the real estate so purchased, to sell, convey, lease,
or mortgage at pleasure, to any person or persons whatsoever."
"SEC. 99. (46, as amended by act of February 28, 1870). The
provisions of sections two, three, four, seven, eight, nine, ten,
eleven, forty-two, and forty-four of title one shall apply to and
be observed by corporations organizing under this title."
"SEC. 100. (47, as amended by Act of February 27, 1873). The
amount of capital stock in any such corporation shall in no case be
less than ten thousand dollars nor more than five hundred thousand
dollars, and shall be divided into shares of not less than ten
dollars nor more than fifty dollars each, except that the capital
stock of mutual building and loan associations may be divided into
shares of two hundred dollars each, but the capital stock and
number of shares may be increased at any regular meeting of the
stockholders; provided, the capital stock, when so increased, shall
not exceed five hundred thousand dollars."
"
* * * *"
"SEC. 105(52). No corporation shall be formed under this title
to continue more than thirty years."