Johnson v. State

88 Ala. 176 | Ala. | 1889

CLOPTON, J.

The first section of an “An act to incorporate the Memphis and Charleston Railroad Company,” passed by the General Assembly of Alabama in January, 1850, declares: “Said company shall have and enjoy all the rights, powers and privileges granted to them by the acts of incorporation above mentioned, and shall be subject to all the liabilities and restrictions imposed by the same.” The acts above mentioned are recited in the preamble as an act passed by the State of Tennessee in February, 1846, and an act amending the same passed in February, 1848, “for the formation of a company under the name and style of the Memphis and Charleston Bailroad Company, for the purpose of establishing a communication by railroad between Memphis, Tennessee, and Charleston, South Carolina.” The thirty-fifth section of the act of February, 1846, provides: “The president, directors, clerks, agents, officers and servants of said company, shall be exempt from military duty, except in cases of invasion or insurrection; and shall also be exempt from serving on juries, and working on public roads.” Defendant, who was indicted for failing to work on a public road in the county of Limestone after legal notice, claims that the exemption from road duty was conferred on the company by the provisions of the Alabama act of incorporation conferring the rights and privileges granted by the Tennessee act of incorporation.

Notwithstanding military duty, serving on juries, and working on public roads, are duties devolved by law upon the people as individuals, who alone are responsible for failure to perform them, we do not concur in the position insisted on, that the exemption from such duties is a mere personal privilege to the officers, agents and servants of the company, and not a right or privilege of the corporation. In Zimmer v. State, 30 Ark. 677, the defendant claimed freedom from liability to work on public roads, under a similar exemption contained in the charter of the company of which he was an employee and servant, and the same position now insisted on was taken. It is said: “The exemption claimed by the defendant is not a mere personal privilege, but it is a valuable right of the company, granted to it by the State, to save and protect it against such serious inconveniences and injuries as would necessarily happen, were those upon whom it must depend for that vigilance, promptness and dispatch indispensable in business, liable to be called away to the performance of other duties.” It is true that charters of corporations are to be construed strictly against the corpora-tors, and that doubts as to the proper construction are to be solyed in favor of the State; “ and when it is susceptible of two meanings, the one restricting, and the other extending the powers of the corporation, that construction is to be adopted which works the least harm to the State.” — The Binghampton Bridge, 3 Wall. 51. But the construction should not be so strained as to defeat the legislative grant, if expressed in terms free from ambiguity, when construed in the light of the attendant circumstances, and the purpose of the parties. That the most elegible route for the road was through a portion of this State, and that great and lasting benefits would accrue to its inhabitants, are recited in the preamble of the act, as forming the consideration of its enactment. The purpose was to confer' powers, rights and privileges co-extensive with those granted by the Tennessee act of incorporation, and the language employed is comprehensive enough to include, by necessary construction, each and every right, power and privilege granted thereby.

It is also contended, that no right or privilege is conferred by the Alabama act, which the legislature of Tennessee had not authority to grant under the Constitution of that State, though it may be specially mentioned in the act: and we are referred to the case of Neely v. State, 4 Lea, 316, in which the Supreme Court of Tennessee held a special exemption, in a charter of incorporation, from service as jurors and road-hands, in favor of the officers and employees of the company, to be unconstitutional. It may be that comity requires that we should accept as binding the decision of the court of last resort in our sister State, as to the constitutionality of such exemptions; and on the principle, that a statute adjudged to be unconstitutional is to be regarded as having never at any time been possessed of any legal force, and as having never existed, that the exemption claimed was never granted. But the decision of the Supreme Court of Tennessee was not put in evidence, and for this reason can not be considered by us.

Reversed and remanded.