Frostburg Mining Co. v. Cumberland & Pennsylvania Railroad

Robinson, C. J., delivered the opinion of the Court. The question in this appeal is whether the appellant, a coal mining company, has the right to make connection by means of a switch with the appellee’s railroad, which runs by or near the property of the appellant. The appellee was chartered by Act of 1849, chapt. 469, with power to build a railroad from Cumberland to the Pennsylvania line. By sect. 21 of its charter, privilege to make connection with the appellee’s road was reserved to any corporation which might “ be hereafter incorporated,” provided that in making such connection no injury “shall be done to the works of the company.” This privilege, it will be observed, is expressly limited to corporations chartered after the Act of 1849, incorporating the appellee.

The appellant was chartered by the Act of 1847, chapter 306, for the purpose of manufacturing iron and mining coal, and was authorized to build a railroad from its property to the Chesapeake and Ohio Canal, at Cumberland. Having been chartered prior to 1849, the appellant, it is clear, is not entitled to the privilege of making connection with the appellee’s road, for the reason that this privilege was, by section 21 of the appellee’s charter, reserved to corporations thereafter incorporated; that is, to corporations chartered since 1849. The contention, however, is that the appellant was chartered for a period of thirty years, and that its charter expired 8th March, 1878, and that by the Act of 1878, chap. 409, passed 5th April, 1878, a new corporation was created. So the question comes to this, whether the Act of 1878 is to be construed as creating a new corporation or as continuing or reviving the old company? “To ascertain,” says Mr. Justice Story, “ whether a charter creates a new corporation or merely continues the existence of the old one, we must look to its terms and give them a construction consistent with the legislative intent and the intent of the corporators.” Bellows v. Hallowell, 2 Mason, 44 .

That is to say, whether the object of the Act is to prolong or revive the existence of a corporation which has expired ³¹ or is about to expire, and not to change the identity of the company or to form a new one, or whether the object is to create a new corporation, with a new capital, and with no intention to continue the obligations of the old company as against the company thus created. What, then, was the object of the Act of 1878 ? Its title declares it to be “An Act to extend An Act entitled An Act to incorporate the Withers Mining Company, passed at the December session, 1847, chapt. 306,” for the period of thirty years. And the enacting clause, sect. 1, provides, “That the Act entitled An Act to incorporate the Withers Mining Company, and passed at December session, eighteen hundred and forty-seven, chap, three hundred and six, and the Act to alter and amend said original Act of incorporation passed at January session, eighteen hundred and seventy, chapter two hundred and twenty-seven, be and the same are hereby continued in full force and effect for the period of thirty years.

Not only does the title declare it to be the object of the Act to extend the charter of the appellant for a period of thirty years, but the enacting clause provides in express terms that the charter be and the same is “ hereby continued in full force and effect for the period of thirty years from the 8th March, 1878.” It is clear, then, that the Legislature meant merely to revive and extend the charter of the appellant, and did not mean to create a new and distinct corporation; and it is equally clear that this Act was so understood and accepted by the corporators themselves. In pursuance of its provisions a meeting of the stockholders was held at Frostburg on the 6th May, 1878, and the company was organized by electing all the officers of the old company, and although the name of the company was subsequently changed from the Withers Company to “ The Thomas Mining Company,” and then again to “The Frost-burg Mining Company,” the legal title to the property still stands in the name of the Withers Company. And in making these changes in the name of the company, the Legislature was careful .to provide “that the company by ³² ■such name shall succeed to all the rights, powers, liabilities •and obligations of the said Withers Mining Company.” It is clear, therefore, that the object of the Act of 1878 was merely to revive and extend the charter of the Withers Company for a period of thirty years, and by no fair rule ■of construction can it be said to have created a new corporation. But then, again, it is contended that section 21 of the appellee’s charter, which restricts the privilege of making connection with its road to corporations chartered after 1849, is repealed by the Act of 1876, chapt. 64.

This Act, in the first place, prescribes the rates to be charged tiy the appellee for the transportation of coal over its road, and then it provides that it shall'be the duty of the appellee “ to provide and furnish reasotiable facilities, and all cars, including gondolas where reqtdred for local trade, and other vehicles and motive power for receiving and forwarding all coals that may be offered for transportation over said raihvay.” And the .argument is, that the duty of furnishing reasonable facilities for receiving and forwarding coal that may be offered for transportation, necessarily imposes on the appellee the obligation of permitting all persons and corporations having coal for transportation to make connection by means of a switch with its road. To such a construction we cannot agree. The whole object of the Act was to fix the rates to be charged by the .appellee for the transportation of coal, and, having fixed these rates, it makes it the duty of the appellee to furnish 'the means for forwarding and delivering the same. And •reasonable facilities, as thus used, means that the appellee shall furnish the cars,