22 W. Va. 282 | W. Va. | 1883
Action of ejectment brought by Á. Moore, president of the Cross-Roads and Summit Point Turnpike Company against Jacob Schoppert in the circuit court of Jefferson county to recover the possession of a lot ot one third acre of land and a toll-house thereon in said county. The declaration was filed at the September rules, 1878, the defendant appeared and entered the plea of not guilty on which issue was joined,
plaintiff’s instruction no. 1.
The court instructs the jury that even though they should believe that there has been irregularity in the holding of the meetings of the stockholders of said company, or irregularity in the meetings of the directors, there has been no forfeiture of their charter, unless the forfeiture has been ascertained by a judgment of a court in aproperproceedingfor the purpose.
plaintiff’s instruction no. 2.
The court further instructs the jury that if they believe from the evidence that the interest which the State of West Virginia owned in said turnpike was only the right to hold so many shares of stock in said Turnpike Company, then chapter 39 of Code W. Va., nor any sectioii under it, gave any right to the county court of Jefferson to take possession, -without the consent of the company, of said lot in controversy, unless the same had been condemned; and if they further believe that the only title under which the county court, through its agent, entered upon the premises was the order or orders of the county court taking possession of said turnpike, then said entry was unlawful and said agent was a trespasser.
PLAINTIFF’S INSTRUCTION NO. 3.
The court further instructs the jury that if they believe from the evidence that at the time of said entry by the agent
DEPENDANT’S INSTRUCTION NO. 1.
The court instructs the jury that if they believe from the evidence that the lot in question was vested in A. Moore, president of Cross-Roads and Summit Point Turnpike Company, for the use of said company, and that said lot was a part and parcel of that portion of the turnpike road of said company lying in the county of Jefferson and that said portion of said road was taken possession of by said county of Jefferson un.der the order of the county court of Jefferson county, and that the said lot is used by said county for the purposes for which it was granted, then plaintiff cannot recover in this suit.
DEPENDANT’S INSTRUOTION NO. 2.
The court instructs the jury that if they believe from the evidence that the defendant is in possession of the property under the'order of the county court of Jefferson county, and that the same is a part and parcel of that portion of the Cross-Roads and Summit Point Turnpike Company lying in Jefferson county, and is used and enjoyed as a part thereof, then plaintiff cannot recover in this action.
The court gave to the jury the plaintiff’s said first instruction, but refused the second and third and three others asked by the plaintiff, and, also, gave to the jury the first and second instructions ot the defendant and refused another of similar import asked by him. The plaintiff excepted to the action of the court declining to give all the instructions asked by him and, also, to the granting the two instructions of the defendant.
.From these instructions it is apparent that the contest in the circuit court was between the plaintiff as representing the Cross-Roads and Summit Point Turnpike Company and the defendant as tenant or representative of county of Jefferson. In order to understand the controversy thus presented it is necessary to determine the relation these contestants
The lot in dispute having been granted to the plaintiff, “A. Moore, president of the Cross-Roads and Summit Point Turnpike Company,” “for the use of said Turnpike Company,” the effect of said grant is to vest in the plaintiff the legal title as trustee for the said company. The words, “president of the Cross-Roads and Summit Point Turnpike Company,” following the name of the plaintiff in the deed to him, can be regarded only as descriptive of the person and not as a qualification or limitation of the grant, but the words, “for the use of said Turnpike Company,” create an express trust and convert the plaintiff into a trustee — Scott v. Baker, 3 W. Ya. 285. The position, then, of the plaintiff is clearly that of trustee holding the legal title to the lot in dispute for the use of said corporation. The position of the defendant is shown to be that of tenant or agent of the county of Jefferson, and holding that relation his rights must be determined by those of the county — they can certainly in this case be no greater. The record shows no claim or title in said county, unless it is conferred by the order of the county court made on May 22, 1875. This order, being-ex parte- and made without notice to the plaintiff or the said corporation, could not, if it attempted to do so, transfer any rights of the plaintiff or said corporation to the county or in any manner divest or affect those rights. And the mere circumstance that certain of the private stockholders of said corporation subsequently appeared and moved said court to rescind said order which it declined to do could not confer jurisdiction on said court to pass upon the rights of the plaintiff or said corporation or give any validity to said order as against either of them — Turpin v. Thomas, 2 Hen. & M. 139. But, it is not clear that the county court by said order attempted to take charge of said road absolutely by the county of Jefferson. Most likely all that was intended by it was to take charge of the interest of the county therein — certainly that was all it had the legal power to do. And what was the interest of the county in said road? While the record does not show any interest in the county, it may be
This legislation, it seems to me, was intended to transfer to the different counties the interest of the State in the turnpike roads or parts of such roads, lying in the respective counties and to confer upon the county courts of such counties the control of the interests of the State thus transferred to the respective counties, and also to give the county courts control of such roads, or parts of roads, as any county may by agreement,- condemnation or otherwise, acquire under section 38 of chapter 114 of the Acts of 1872-3, or of such roads as may have been entirely abandoned-by the corporation or private stockholders. But that it was not intended to give the county court jurisdiction and control over any turnpike road belonging to an incorporated company which shall be managing and controlling its road according to its charter, except the right to represent the stock acquired by the county from "the State in such company, and to regulate the tolls. The plaintiff’s third instruction submits to the jury the question of fact, and directs them, if they believe from the evi
The charter of a corporation does not expire by reason of acts of omission or commission on the part of the company, even where they constitute a sufficient ground for declaring a forfeiture; but the franchises continue in full force until a forfeiture is claimed by the State granting them; and this can be done only in a proper legal proceeding by which the cause of forfeiture is ascertained and a dissolution adjudged. Morawetz on Private Corp. § 654. Therefore, the circuit court properly granted the first instruction of the plaintiff.
Courts of law recognize a corporation only as one body acting in the corporate name. The individual stockholders are not, in contemplation of law, parties to contracts made by the association in a corporate capacity, nor have they any legal rights or title to the property vested in the corporation. At law, a corporation and its stockholders are considered as distinct from each other; and the contractual relation between the stockholders is wholly ignored. The relation between a corporation and its several members may, for all practical purposes, be treated as that of trustee and cestui que trust. In contemplation of law, the property and rights of an incorporated company belong to the united association
From the facts as they now appear in this case, it is evident that the county of Jefferson has no other interest in the house and lot in controversy in this action than that of a stockholder representing and controlling the the stock formerly owned by the State of Virginia in the Cross-Roads and Summit Point Turnpike Company. If such shall be made to appear on the trial of this action the said county can only be entitled to such redress as any other stockholder would be entitled to under the same facts and circumstances and none other.
For the foregoing reasons I am of opinion that the judgment of the circuit court should be reversed, the verdict of the jury set aside and a new trial granted the plaintiff, the costs of the former trial to abide the final judgment in the action; and that the plaintiff in error recover from the defendant in error his costs in this Court.
Judgmeítt Reversed. Cause RemaNded.