28 Minn. 443 | Minn. | 1881
It is the accepted doctrine in this country that a railroad company cannot escape the performance of any duty or obligation imposed by its charter or the general laws of the state, by a voluntary surrender of its road into the hands of lessees. There are a few cases which seem to question, or at least to limit, this doctrine, but a great preponderance of decisions recognize it to its full extent. It is, certainly, in accordance with sound public policy; for it would not be for the public interest that, when the state has granted to a corporation important franchises and privileges, in consideration of certain duties and liabilities to the state and to the public, to be performed and borne by the corporation, it should, without the consent of the state, while retaining the advantage derived from its franchises and privilegés, shift its duties and responsibilities to other, perhaps irresponsible, parties.
It may, undoubtedly, do so with the consent of the state. What shall be a sufficient expression of such consent, to include any particular duty or obligation, it is unnecessary in this case to consider; for no consent of the state to a leasing, by the defendant, of its road to the Burlington, Cedar Rapids & Northern Railway Company appears. The only provisions of law claimed to have that effect are the last clause of Sp. Laws 1871, c. 71, § 1, being an act to amend the charter of defendant, and Gen. St. 1878, c. 34, §§ 69, 106. The clause in the act of 1871, referred to, reads: “Whenever any number of persons shall become associated as a company or corporation, pursuant to the charter of said Minnesota Western Railroad Company, and the act amendatory thereof, or otherwise, for the purpose aforesaid, they shall have power at any time to contract with any other railroad company or companies of this state in relation to any matters or things touching the construction of its railroad and appendages, and the running of cars and locomotives thereon, and the leasing for any term of years of the whole or any part of its railroad and fran
Gen. St. 1878, c. 34, § 69, reads: “Any railroad corporation heretofore or hereafter incorporated, whether under the provisions of this title or by special charter, may at any time, and by means of the subscription to the capital of any other corporation, or otherwise, aid such corporation in the construction of its railroad, for the purpose of forming a connection of said last-mentioned road with the road owned by the corporation furnishing said aid; or any railroad corporation may lease or purchase any part or all of any railroad constructed by any other corporation whose lines of road are continuous or connected with its own, upon such terms and conditions as may be agreed on; or any two or more railroad corporations whose lines are so connected may enter into any arrangements for their common benefit, consistent with and calculated to promote the objects for which they were created: provided, that no such aid shall be furnished, nor any purchase, lease or arrangement perfected, until a meeting of the stockholders of each of said corporations has been called by the directors thereof, at such time and place and in such manner as they shall designate, and the stockholders of at least two-thirds of the stock of such corporation, represented in such meeting in person or by proxy, and voting thereat, assent thereto.”
The title in which this section occurs is devoted to providing how corporations empowered to take private property for public use, and, principally, to how railroad corporations, may be incorporated, and to regulating such corporations, and defining their powers and duties. All its provisions are to be held as referring to corporations of this. state, and not as regulating or conferring powers or imposing duties on foreign corporations, unless there be terms in the title showing an intent that they are to apply to such foreign corporations. The only reference in the title to such corporations is in section 106, which reads: “Any railroad organized, or that may be hereafter
The question to witness McGam on cross-examination was admissible, both to test the credibility of what he had previously sworn, arid to show that defendant, immediately after the accident, repaired the defect alleged to exist in its track.
Order affirmed.
