Oler v. Baltimore & Randallstown Railroad

Brent, J., delivered the opinion of the Court. ' This is an action of assumpsit brought by the appellee to recover a subscription to its stock, to which the appellant has pleaded non-assumpsit. The first exception is taken to the -admissibility of the certificate of incorporation of the appellee, as the Baltimore and Randallstown Railroad, offered in evidence, which the appellant insists ought not to have been admitted by the Court below. This certificate of incorporation recites, that certain persons have associated together for the purpose of constructing a horse railroad in accordance with the provisions of the Act of 1870, ch. 476, “the termini of said road to be the city of Baltimore and the village of Randallstown ; the whole route of said road passing through Baltimore County, the Baltimore terminus being within the City of Baltimore.” It is claimed that the purpose of this Association is not embraced by the Act of 1870, and that the persons who had associated together to form this company, could only become a body ⁵⁸⁹ corporate under the “Corporation Act” of 1868. It is very manifest, that they could not become a corporation under the last mentioned Act.

That Act only makes provision for the construction of railways outside the limits of the city of Baltimore. The railroad contemplated in this case was to pass through Baltimore county, and run within the limits of the city, where there was to be one of its termini. A certificate of incorporation under the Act of 1868 would therefore have been of no avail, and could have conferred no corporate rights upon those obtaining it. But it is said on the part of the appellant, that they could not legally obtain an existence as a corporation under the Act of 1870, because the railroads referred to in the provisions of that Act, are roads similar to those alone upoii which steam is at present used as the motive power.

We do not see why so limited a construction should be put upon this law. It would be against both its spirit and letter. The term railroad is used without qualification or restriction, and we have found nowhere, either in the preamble or body of the law, any allusion to the motive power used as limiting its ordinary.meaning or making a distinctive class. It is very true that many of the special requirements, contained in the law, are applicable only to railroads of the character of those upon which steam is now used.

Had they not been made parts of the law, it might have furnished an argument that would not have been without weight, that such roads were intended to be excluded from its operation, but we do not understand that their being in the law can furnish any sound reason for the exclusion of other classes of railroads, when the language of its general provisions, as is the case with the law before us, is broad enough to embrace them. The other objection to the certificate is, that it is acknowledged before a justice of the peace in Baltimore city, and certified to by a Judgcof the Supreme Bench of that city, when the acknowledgment and certificate, could ⁵⁹⁰ only have been attested by a. Justice and Judge for Baltimore county. This objection has for its foundation the statement in the articles of association as follows: “the whole route of said road passing through Baltimore county.” We will here say, as the point has been made in argument, and is properly before us, that we do not concur with the counsel for the appellee, that the certificate of a Judge, to articles of incorporation under the corporation laws of this State, is final and cannot be inquired into.

His authority to sign the required certificate is a qxiestion of jurisdiction, and as such, is a proper subject of inquiry lay the Courts, when the legal existence of the corporation is put in issue before them. Whether the mere form of proceedings, taken to create a corporation, is open after the Judge has certified that they are formal, is not involved in this case, and we must he understood as expressing no opinion about it. But we do not think there has been an improper exercise of jurisdiction by the Justice and Judge, who have' attested this certificate of incorporation. To ascertain the route of the road it is not sufficient to look at a part of the articles of association, but it is to he ascertained from the whole.

We not only find them containing what we have quoted above, hut it is also stated in them that one of the termini of the road is to be “within the city of Baltimore.” This cannot be, unless the road in its route passes through some portion of the city, as well as through Baltimore county. • A part of it, therefore, being designed to be located in the city,, the certificate of incorporation could he attested by the proper officers in that city as well as it might have been done by the proper officers in the county. The next exception is to the ruling of the Court in permitting the subscription hook to he read in evidence to the jury. The objection to it is, that it purports to he a subscription to the stock of the Baltimore and Randallstown Horse Railroad, while the corporate name is the Balti ⁵⁹¹ more and Randallstown Railroad. The