Union Railroad v. Canton Railroad

Opinion written by Jones, J., and ordered, after his death, to be filed as the opinion of the Court. This is an appeal from an order of the Circuit Court for Baltimore County in equity granting a preliminary injunction upon a bill filed by the appellee against the appellant in which ¹⁴ it was alleged that the appellee is a corporation organized under the Public General Laws of the State and in accordance with the provisions of Art. 23, sub-title “Railroad Companies” of the Code; and that its chartered powers are shown in a certified copy of its certificate of incorporation filed as an exhibit with the bill. From this exhibit it appears that the appellee was, according to its purport, incorporated under the name of “Canton Railroad Company” for the purpose of constructing and operating a railroad in Maryland, “beginning at the point and terminus in Baltimore County, in said State, at or adjacent to the place where the southernmost side of the right of way of the Philadelphia, Baltimore and Washington Railroad intersects the southwesternmostbank or side of Back River; running thence in a westerly and southerly direction, and within the said county, to a point and terminus in the said county at or near the point where Second street (Canton) if opened and extended would reach the water front on the north side of Patapsco river; with such branches from the main line to other places within the limits of said county as may be found necessary or convenient; all of the said railroad and its branches passing through and being within Baltimore County in the State of Maryland.” It is then alleged that the appellee is engaged in the actual construction of its main line of railroad and for its corporate purposes has acquired “certain rights of way and other property, rights and privileges” by deed from the Canton Company of Baltimore; that the appellant (defendant below) is a railroad corporation created and existing under the provisions of the following Acts of Assembly, Act 1866, ch. 119, Act of 1867, ch. 74, Act 1870, ch. 412 and Act of 1872, ch. 119 (sec. 10 of the Act of 1870, ch. 412 and sec. 4 of the Act of 1872, ch. 119, being specially set out); that a portion of the existing line of the railroad of the appellant “now in use and in actual operation, is situated in Baltimore County east of the eastern boundary of the city of Baltimore in a portion of the county commonly known as Canton; that a portion of the railroad of the appellee (plaintiff below) “which is ready for use ¹⁵ and actual operation, adjoins the said existing line of the railroad of the defendant” at a place pointed out in the bill where the two railroad lines are immediately contiguous to each other; that the appellee, through correspondence with the appellant, which is fully set out in the bill and exhibits, has demanded of the latter the right and privilege of connecting its (the appellee’s) road with that of the appellant and of making use of the railroad of the appellant to run its locomotives' and cars over the same — claiming the right to do this by virtue of sec. io of the Act of 1870; and that the appellant had refused to permit the appellee to so connect its road with that of the appellant, or to use the appellant’s road for the purposes indicated, and has denied the legal existence of the appellee as a corporation. The prayer of the bill is that the Court will declare, adjudge and decree that the appellee is a legally created corporation, and as such is entitled to connect its tracks with those of the appellant; that the appellant, its agents and servants, may be enjoined from hindering, delaying or obstructing the appellee in making and lawfully using a connection with the tracks of the appellant’s railroad; that by a mandatory injunction the appellant may be required to give all requisite facilities to the appellee in making and lawfully using such connection with the road of the appellant; and for other and further relief.; The Court ordered that cause be shown by the appellant (defendant below) why an injunction should not issue as prayed.

As causes against the granting of an interlocutory injunction the appellant alleged that the averments of the bill were not such as to warrant such an injunction; that the bill did not show irreparable injury but that such injury as was alleged could be fully compensated by damages in an action at law; that even if the appellee was a lawfully created corparation it is not such a railroad as is referred to in section 10 of ch. 412, Act of 1870 and sec. 4, ch. 119 of the Act 1872, inasmuch as it was not in existence at the time of the passage of said Acts; that said secs. 10 and 4 of said Acts refer to the right of other railroads to run locomotives and cars on the ¹⁶ tracks of the appellant but nothing in them requires the appellant to make or allow another railroad company to make connection with its railroad, and on the contrary section 5 of ch. 119 of the Act of 1872 allows the appellant to exercise its own will as to making such connection; and that railroads incorporated under the General Railroad Law (Art 23, subtitle Railroads of the Code), as the appellee claims to have been, have no power or authority to connect with other railroads nor to run their locomotives and cars over the same. After a hearing upon the bill and exhibits and the causes shown, the Court below granted an interlocutory injunction in both restrictive and mandatory form as prayed in the bill. From this action of that Court this appeal is taken. Assuming the right of the appellee to connect its railroad with that of the appellant and to make use of the same, as proposed in its bill, it is quite obvious, that, in the nature of things, no adequate redress could be afforded by any action at law for a denial of such right.

It would seem to need no argument to enforce the propriety of the means of redress here sought to be availed of. We may therefore proceed to consider other grounds of defense against the relief asked for by the bill that have been urged by the appellant. It is denied that the appellee has corporate existence because as alleged, its certificate of incorporation does not comply with the provisions of the general law relating to corporations existing at the time of its incorporation (secs. 159 and 161, Art. 23, Code of 1888 — now secs. 243 and 243, Art. 23, Code 1904); in regard to describing and fixing the termini of its railroad. The first of these sections prescribes that in forming a corporation for the purpose of constructing a railroad the persons so incorporating shall make, in the manner therein required, a certificate which, among other things, shall specify “the names of the places of the termini of said road» and the county or counties, city or cities, through which such road shall pass;” and the other that “said corporations shall be authorized to construct and maintain a railroad with a single or double track, with such side tracks, turnouts, offices ¹⁷ and depots, as they may deem necessary, between the points named in the certificate, commencing at or' within and extending to or into any town, city or village named as the place of termini of such road and construct branches from the main line to other towns or places within the limits of any county through which said road may pass.” It is argued that in the provisions of the statute for the formation of railroad corporations just referred to the legislative intent was “that the termini should be existing named places and that the known names of these places should be specified in the certificate; and further, that such named places should be ‘town, city or village,’ ” The language of the provisions in question may be somewhat lacking in clearness, but the question here is not one of philological accuracy in the expressions employed therein but of legislative intent upon a view of the whole statute and of the object of it.

This Court has said that the statute in question is of remedial character and to be liberally construed. Piedmont & Cumb. Ry. Co. v. Speelman, 67 Md. 260 .

Its object is to promote and facilitate the organization of corporations for the building of railroads and supplying means of transportation as the necessities and' convenience of any community in the State and its industrial and commercial development may require. Where doubt may be suggested as to the construction of the law it ought to be resolved with a view of bringing the practical operation of the law into harmony with its purpose. There is no good reason apparent for giving to the provisions of the Code in question the meaning and effect that a railroad can only have termini at or in a city, town or village. It may well, and does, occur that conditions exist to require, or make it convenient to a community or a particular locality, to have railroad facilities provided, where it would be inexpedient to so fix the termini.

Accordingly in practice, it is believed, in forming corporations of the character of the one here in question the construction of the law applying to their formation which is here insisted upon has not prevailed. In requiring that the termini shall be specified in its act of incor ¹⁸ poration it would seem that the only reasonable intent to be imputed to the law is that the railroad shall have such termini definitely ascertained and' fixed so as to indicate its general direction and location. This would be sufficient in a special charter conferred directly by Act of the Legislature. Why should it be otherwise in a charter authorized to be formed under a general law having the object which has already been indicated and- intended only to obviate the necessity of a special charter in conditions making the incorporation of a railroad company expedient or desirable ?

Where the Legislature has not in express terms indicated that there is to be a difference between a special charter and one authorized by the general law in the regard mentioned the Court ought not to be astute in finding one where there is not apparent a reason therefor. The law does not in terms require the termini of a railroad incorporated under the general law to be at or in a town; village or city; and while it does require the “names of the. places of the termini” to be specified the reasonable import of this language is that it is only the equivalent of requiring that the places or points of the termini shall be definitely designated and fixed. When this is done the requirement of the law as to the certificate has been complied with; and as it is the certificate which confers the corporate powers a compliance with the requisites for that brings the'corporation into existence. The succeeding provision, which has been recited, does not relate to the requisites of the certificate, but to the exercise of the powers thereby conferred, in constructing the projected railroad “between the points named in the certificate." It imposes no restriction upon the corporation in respect to the location of the termini of its railroad but expresses the powers of the corporation in