23 Minn. 217 | Minn. | 1877
It is conceded that the point presented for 'decision in this case depends entirely upon the true meaning ■and construction of the fourth and fifth provisos of section 1 ■of the act of March 2, 1865, entitled “ An act to aid and facilitate the completion of the St. Paul & Pacific railroad and branches.” Sp. Laws 1865, c. 6.
It is also admitted that these provisos were enacted as amendatory of section 18 of the original charter granted to the Minnesota & Pacific Railroad Company, May 22, 1857; (Laws 1857, Ex. Sess. c. 1;) and, if we understand aright the statement of plaintiff’s counsel in regard to the action of the First Division company, under the statute of 1865, it is not seriously disputed that it was intended to apply to the same lines of railroad authorized lo be built under such original charter and its amendments. Whether, however, we are correct in this, or not, is not very material, as it is clear, from its title, its express provisions, and the whole context of the statute, that it does so apply, and that the St, Paul & Pacific company is therein regarded and treated
Section 18 aforesaid provides that, “ in consideration of the grants, privileges, and franchises herein conferred on the-said Minnesota & Pacific Railroad Company, the said company shall and will, on or before the first day of March in each year, pay into the treasury of the territory, or future state, 3 per centum of the gross earnings of the said railroad for the year ending on the last day of the preceding December, in lieu of all taxes and assessment whatever. * * * The first payment shall be made on tbe first day of March next, after fifty miles of said railroad shall be completed ; * * * and, in consideration of such annual payments, the said company shall be forever exempt from all assessments, and taxes whatever * * * upon all stock in the said Minnesota & Pacific Railroad Company, whether belonging to said company or to individuals, and upon all its franchises, or estate, real, personal, or mixed, held by said company,” as well as upon its congressional land grant, till the same should be sold and conveyed. To secure, the payment of this per centum of gross earnings a lien was declared, in favor of the state, upon all the railroad and other property, estate, and effects of the company, that should take precedence of all demands, decrees, and judgments against the. company.
The only substantial changes effected by the act of 1865 relate to the time when the lands of the company should become taxable, the rate per cent, required to be paid annually upon the gross earnings, and the time when it should first take effect. For the 3 per cent, required by the,
Whenever privileges and franchises are granted to a corporation in matters concerning and affecting public interests, such as an exemption from taxation, a strict construction against the corporation, and favorable to the public, must be adopted, in case the statute containing the grant gives rise to any reasonable doubt or uncertainty as to its meaning by reason of its ambiguity or otherwise. 2 Pars. Cont. 506, and note ; 3 Id. 535, and note ; Charles River Bridge v. Warren Bridge, 11 Peters, 420, 544 ; Rice v. Railroad Co., 1 Black, 358, 380. So when, in a grant of this character, it is doubtful whether a particular provision therein, creating an obligation against the donee of the grant, is to be regarded as imposing a condition qualifying it, or not, such question should be resolved as the legislative intent may appear, not alone from the collocation or arrangement of the words, but upon the reason and sense of the thing as indicated by the entire context and subject-matter of the statute. 2 Pars. Cont. 526, 527. Applying these rules to the case in hand, there would seem to be but little difficulty in arriving at a correct conclusion as to the true meaning of the provisos under consideration.
It is claimed by plaintiff, and conceded by defendant, that, under the original charter, the company accepting its provisions had the power of effecting a division of its lines of road and franchises, so that several separate and distinct railroads might be created therefrom, under the exclusive ownership and control respectively of independent corporations possessed of like franchises ; and that, in the exercise of this power, no restriction whatever was placed upon the
Judgment affirmed.
After the filing of the foregoing opinion a further argument was applied for, and had, upon the question whether the ten-year period in the act of 1865 was to be computed from the completion of the first thirty miles of the First Division company, in November, 1864, cr from March 2, 1865, the date of the passage of the act; and afterwards, and on March 26, 1877, the following opinion was delivered on this point:
Upon the former argument, upon the stipulated facts presented by the paper book then before us,
By its terms, the act of March 2, 1865, took effect upon its passage. As fifty miles of road had not then been completed, the obligation to pay a percentage of earnings, imposed by section 18 of the original charter, had not then become operative as respects any portion of the lines to Avhich it Avas attached. Presumably no account of earnings had ever been kept, nor any abstracts furnished under the provisions of this section, and hence no legal data existed from which the earnings of the road, if any, prior to the passage of the act, could be ascertained. The act of 1865 made no provision for ascertaining the amount of such previously-acquired earnings, as presumably Avould have been the case had the legislature intended the collection of any percentage thereon from the company. Instead of this, the act simply provided that an accurate account of the