State v. Consolidation Coal Co.

Bartol, C. J., delivered the opinion of the Court. This proceeding was instituted by the Attorney General under the authority of the Governor, to forfeit the charter of the appellee, for certain alleged abuses of its franchises and corporate powers. The power of the Governor to ⁵ direct the proceeding is derived from the Act of 1868 ch. 471 sec. 176, known as the General Incorporation Act, which provides : “Whenever the Attorney General of the State, or the State’s Attorney for the City of Baltimore, or for any County in this State, shall he authorized hy the Governor to institute proceedings against any corporation incorporated under the laws of this State, to ascertain whether such corporation has been guilty of such misuse, abuse or nonuse of its corporate powers and franchises, as by law would authorize and make proper the forfeiture of its charter, corporate powers and franchises, the Attorney General, or State’s Attorney so authorized, shall file in the Court hereafter designated, a petition in the name of the State, setting forth fully and in detail the alleged abuse, misuse or nonuser; by reason whereof the said forfeiture is sought, &c., &c.” While it is clear that proceedings by scire facias, or otherwise, against a corporation for the forfeiture of its charter, cannot be maintained except by the sanction and authority of the Legislature, a special Act of Assembly for this purpose is not required. It is competent for the Legislature, instead of passing a special Act authorizing such proceedings to be instituted in a particular case; by a general law, to authorize suits for this purpose to be instituted at the instance of private parties, as was done by the Act of 1818 ch. 177 sec. 4, codified in Article 12 of the Code; or to confer the power upon the Governor to cause the proceedings to be instituted, when in his discretion he may consider the public interests so.require, and this power we think has been conferred by the 176th section of the Act of 1868.

The objection made by the appellees, that this proceeding is without lawful authority is therefore overruled. It has been contended on the part of the State, that the Act of 1860, ch. 265, incorporating the appellee, was not ⁶ a valid and operative Act, and consequently that the. appellee was never lawfully incorporated. The reason assigned for this position is, that the Act hy its sixth section conferred on the appellee the right to locate, construct and maintain such railroad or railroads as the directors thereof might deem necessary for the convenient transaction of its business, and invested the appellee with all the rights of eminent domain, in the survey, location and construction of such railroads, which had been conferred upon the Baltimore and Ohio Railroad Co., by its Act of incorporation, 1826 ch. 123, or by any supplement thereto. It is argued that by this provision, power was attempted to bé. conferred upon the appellee, to enter upon land or property intended to be condemned, as soon as it had been viewed by a jury, and to occupy and use it for the construction and repair of its road, without waiting for the proceedings of the jury upon such view, and without payment or tender of compensation to the owner of the land.

It being insisted that such power was conferred upon the Baltimore and Ohio Railroad Co., by its charter, such a power' being inconsistent with the Constitution of 1850 Art. 3 sec. 46, which was in force when the Act of 1860 ch. 265 was passed, and which declared that the Legislature should enact no law authorizing private property to be taken for public use without just compensation as agreed upon between the parties or awarded by a jury, being first paid or tendered. The same provision is contained in the Constitutions of 1864 and 1861. Without stopping to ■inquire whether the charter of the Baltimore and Ohio Railroad Co. is in this respect fairly susceptible of- the construction placed on it by the Attorney General, it is very clear that the Act of 1860 ch. 265, must be interpreted in connection with, and in subordination to the constitutional provision ; and the charter of the Baltimore and Ohio Railroad Co. to which it refers, must in this respect, be construed as consistent with the Constitution, ⁷ its words being clearly susceptible of sucb construction. If it were otherwise, the particular provision would simply be inoperative, in so far as it might be inconsistent with the Constitution, but would not render the whole Act void.

Davis vs. The State, 7 Md., 151 ; Mayor, &c. of Hagerstown vs. Deckert, 32 Md., 384 . But in our opinion the Act of 1860 ch. 265, properly construed, is not liable to the objection urged against it by the Attorney General. The next question to be considered is the validity of the deed of March 2nd 1876, hy which the “ Cumberland and Pennsylvania Railroad Company” sold and conveyed to the appellee, its railroad, property and franchises. The Cnmberland and Pennsylvania Railroad Company was chartered by the Act of 1849 ch. 469.

It was authorized to construct a railroad from Cumberland to some suitable point on the dividing line between the States of Maryland and Pennsylvania, and to make lateral roads in any direction, branching from its main line. By see. 21 full right and privilege was reserved to citizens and corporations of the State to connect with said railroad, and by sec. 22, the Legislature reserved to itself the right to alter, repeal or annul this Act at pleasure. By the Act of 1853 eh. 96, it was authorized to connect with any existing railroad leading from Cumberland, at any point west of that town, and to construct a railroad from the place of such connection to the Pennsylvania line ; or to purchase any such railroad, or any part thereof, and the lands, franchises and appurtenances held for the purposes of the same, and was given power to construct and build a connection from any railroad, or part of any railroad so purchased, from any point thereof west of Cumberland, to the Pennsylvania line. By the Act of 1856 ch. 11, it was authorized to construct an extension of its railroad from its terminus at the mines near Frostburg, in Allegany County, to such point or points in the valley of George’s Creek, as lay north of the boundary line separating the ⁸ lands of the George’s Creek Coal and Iron Company from the lands known as the “ Aspinwall Purchase,” and was released from the duty of extending its road to the Pennsylvania line.

By the Act of 1860 ch. 78 it was authorized to extend - its said railroad, or any of the branches thereof, to any mine or mines in the valley of George’s Creek. Under the Act of 1853 ch. 96, before referred to, it acquired the railroad of the Mount Savage Iron Company, and in October 1863, purchased the railroad of the George’s Creek Coal and Iron Company; thus extending its railroad from Cumberland to Piedmont, through the coal region. This last purchase was confirmed by the Legislature, by the Act of 1864 ch. 53, and the Cumberland and Pennsylvania Railroad was authorized to hold, manage and control the railroad so purchased, with its appendages, &c., with the same rights, powers and franchises, as if the same had been acquired and constructed under its original charter and the supplements thereto. By the original charter (1849 ch. 469) the Cumberland and Pennsylvania Railroad Company was authorized to charge six cents per ton per mile for tolls and transportation, and three cents per mile for each passenger.

By the Act of 1868 ch. 334 these rates were reduced, and the company was authorized to charge for tolls and transportation not more than five cents per ton, per mile, when the 'distance of such transportation should not exceed five miles; four cents per ton, per mile, if the distance should he more than five miles and not more then ten miles; and three cents per ton, per mile, when the distance should exceed ten miles. This amendment to the charter was accepted by the' company and it continued its business operations in accordance therewith till the spring of 1876; when the Legislature then in session, by the Act of 1876 ch. 64, amended the charter of the company, fifing the rates for toll and transportation at four cents pev ton per mile where the dis ⁹ tance should not exceed four miles; three cents per ton per mile, for over four and not over ten miles, and tioo cents per ton per mile where the whole distance should exceed ten miles. This Act was approved by the Governor on the 14th day of March 1816; while it was pending, the deed of the company, dated March 2nd 1816 was executed, conveying to the appellee, its railroad and all its property of every description with its privileges and franchises. Was this deed valid and effectual for the purpose therein stated ?

No express power to mate the deed has been conferred by the Legislature upon the Cumberland and Pennsylvania Railroad Company. Its charter is silent upon the subject; did it possess the power as inherent in it as owner, or incidental to the exercise of its corporate powers ? No rule of law is better established than that a corporation, which derives its existence entirely from the Act of the Legislature can exercise no powers except such as are expressly conferred by its charter, and such as are necessarily incidental thereto, to enable it to accomplish the purposes of its creation. This doctrine has been established by a long course of judicial decisions, and has been incorporated in the Legislation of the State.

The Act of 1868 ch. 411 sec. 51 declares that “ no corporation, shall possess or exercise any corporate powers, except such as are conferred by law, and such as shall be necessary to the exercise of the powers so acquired,” and by sec. 216, this provision is made “applicable to all corporations heretofore formed under the general laws of the State relating to corporations, or under any special law.” This provision therefore applies to the Cumberland and Pennsylvania Railroad Company; but it in no respect changes the law, it is merely declaratory of the rule as it before existed. We think it may be considered as well