Maine Shore Line Railroad v. Maine Central Railroad

| Me. | Feb 20, 1899

Haskell, J.

Did the charter of plaintiff corporation expire by limitation after this action had been commenced, so as to abate the same?

The Maine Shore Line Railroad Company was chartered by the legislature of Maine, Act of 1881, c. 91, and authorized to construct a railroad from Calais to Ellsworth with a branch to East-port, and to consolidate with any connecting railroad, and, if upon completion of the railroad before named, there had not been constructed a standard gauge railroad from Ellsworth to Bangor, it might construct one. The act also provided that the charter should become void unless the road from Calais to Ellsworth shall have been completed for travel February 1,1886, except as to completed portions of the road.

By act of 1883, c. 165, the charter was continued in force for the completion of its railroad until February 1, 1887, and it was also authorized to construct and complete a railroad from Ellsworth to Brewer by February 1, 1885. Under this act it did construct its railroad from Brewer, via Ellsworth, to Hancock Point, and on May 1, 1883, leased the same to the Maine Central Railroad Company for nine hundred and ninety-nine years.

By act of 1887, c. 21, approved January 28th, the Maine Shore Line Railroad Company was authorized to “sell, transfer and convey ” to the Maine Central Railroad Company its roads from Brewer to Hancock Point, together with its wharves and other terminal facilities in Hancock, and the Maine Central Railroad Company was invested “with the power to own, maintain and operate said railroad, as fully and completely as if the same were embraced in and covered by the charter of said Maine Central Railroad Company.” The act reserved to the Shore Line Company the right to connect its road .from the east, with the road to be conveyed, at Hancock, and extended the time for constructing its road easterly four years, or to January 28,1891. Under authority of this act the conveyance named therein was made October 22, 1888, and the Maine Central Railroad Company, already having possession of the property, has operated it hitherto.

It should be noticed that the Shore Line Company was not authorized unconditionally by its original charter to construct a railroad from Brewer to Ellsworth. Authority for that purpose was given by subsequent act of 1883, and authority to convey it, together with a few miles east of. Ellsworth, was given by act of 1887. The power to construct and to dispose of were both added to the original charter. By the exercise of the latter power, that road was carved out of the Shore Line charter and made subject to the charter of the Maine Central; so that thereafter the Shore Line charter remained just as if the railroad conveyed had never been included in it. Its western terminus became Hancock instead of Brewer. This construction is apparent from the fact that the act reserved to the Shore Line Company the right of connection, with the road conveyed, at Hancock for its line easterly thereof, and that the time for its construction was enlarged four years, to January 28, 1891. The very language of the act, 1891, c. 11, is decisive of the construction here given. It is: — “The time for the location and construction of the Maine Shore Line Railroad, extending easterly from the town of Hancock, is hereby extended four years from the date of the approval of this act,” January 28, 1891. That was the only corporate power continued in the company, viz., to construct its road easterly from Hancock. Of all other corporate powers it had been shorn.

By the terms of the remaining charter of the Shore Line, its powers and franchises were to lapse on January 28, 1895, unless some part of its line shall have been constructed on that date. No part of the line had been constructed on that date, and its powers then became extinct. Its charter ceased to exist. It had expired by its own limitation. It was dead, except so far as sec. 24, c. 46, of R. S., continued its existence for three years, “to prosecute and defend suits;” to settle and close its concerns; to dispose of its property ; and to divide its capital.

This suit was commenced within the three years, and, upon the expiration thereof, the defendant .moved to dismiss the action, because the same abated for the want of a plaintiff. It is stoutly contended that the plaintiff’s corporate existence continues, after the expiration of the three years and until judgment shall be recovered. The statute does not say that it shall. Its only corporate existence is by virtue of that statute, and that continued its life three years and no more. The legislature has not seen fit to intervene, and the court cannot vivify that which the legislature has allowed to expire. The plaintiff has no corporate existence and can neither recover judgment nor suffer one against itself. Its-action has abated, and there is no one who can revive it. It must be dismissed from the docket. The authorities cited at the bar sustain this result.

Motion sustained. Action dismissed.