Page v. Heineberg, 40 Vt. 81

Page v. Heineberg

40 Vt. 81 | Vt. | 1868

The opinion of the court was delivered by

Prout, J.

The only question which this case presents for consideration, is whether the Vermont Central Railroad Company acquired a title in fee to the premises described in the plaintiff’s declaration, all other questions having been waived by the defendant’s counsel on the argument. This company’s title to the premises in question *85originated in a warranty deed from.Salmon Wires, and in a warranty deed from Geo. B. Shaw and Henry W. Catlin, they, at the time of the delivery of those conveyances, having the title in fee thereto; and which are respectively dated February 9th, A. D. 1850, and March 7th, A. D. 1850. The defendant insists, that upon the discontinuance or abandonment of the railroad by the company, as it was originally located aud used, the premises in controversy, which were occupied as a railroad track and de.pot for the use and accommodation of said railroad company, reverted; but the .plaintiff claims that the company under, the deeds referred to, acquired an absolute and unconditional fee therein, and claims title by virtue of the levy of an execution against the company upon the premises in controversy. The case finds that previous to the levy of the execution, the company and those claiming under them had permanently abandoned for use, in connection witli said railroad, the premises, and that the track and depot of said railroad had been located elsewhere. The deeds to the company are in common form ; of Wires, habendum, “ to said company and assigns ioreverof Shaw and Catlin, habendum, “ to said company, their successors and assigns forever.”

At common law corporations generally have the legal capacity | to take a title in fee to real property, some of the cases holding/ that it is incident to every corporation. This has been long and well settled, unless in a case where a corporation purchases and undertakes to hold real property for purposes wholly outside and foreign to the object of its creation, or unless restricted by its charter or by statute. In such a contingency, it may be that a stockholder, upon proper proceedings instituted for that purpose, might control the acts of the company in that respect, and as the facts and his legal rights, as a stockholder, might warrant. But, however that may be, the , capacity to take a grant in fee exists, and, in England, is only | restricted by the statutes of mortmain. These statutes have never been adopted in this state, so that the common law right, incident to a corporation, is unlimited, with the qualification stated. In this state we have no general law or statute applicable to the question, except what is contained in chapter 28 of .the General Statutes. *86The question submitted depends then, mainly, upon the provisions of the charter of the company, under whom the plaintiff claims title to the premises in controversy. That, (Acts of 1843, 46, § 7,) provides that the corporation may take the use and possession of land and real estate for the purposes therein expressed, either by proceedings in invitum, or by grant and donation, making a plain distinction between the modes provided for that purpose. As to the latter mode of acquiring land for corporate purposes, that is, to aid in the construction, maintenance and accommodation of the road, its language “ may take and hold all such grants and donations of land and real estate as may be made to the company.” These are terms of the most comprehensive signification, both as to the object of the grant or donation, and the interest or estate the corporation may take, and when found in a conveyance they are descriptive of, and convey an estate in fee. 3 Kent, 10th Ed. 531. In this charter we think they have this comprehensive signification, and clothe the company with the power or capacity to take the entire estate ; and that upon any reasonable construction they cannot be held to mean, under the conveyances in question, a determinable or shifting fee, dependant upon a discontinuance or abandonment of the road, or change of its location. 1 Wash. R. P. 13, 47; Merritt v. Hulett, 2 Cowen, 497; Vt. C. R. R. Co. v. Burlington, 28 Vt. 193; Nicoll v. N. Y. & Erie R. R. Co., 2 Ker. 124; Ibid., 12 Barb. 460.

We are confirmed in this view, as the terms found in the charter of the Vermont Central Railroad Company, upon which the question principally depends, have a defined legal signification. The statute (Rev. Stat., ch. 4, § 8,) relating to the construction of statutes, in force at the time the charter of this company was granted, provided that, “ The word land or lands, and the words real estate, shall be construed to include lands, tenements and hereditaments, and all rights thereto, and all interests therein.” This provision has ever since remained in force. It is then an interest or estate, such as the terms land or real estate, which “are found in the charter, mean, as defined by the statute, that the company is empowered to take by grant or donation, and that is an estate in feg, It is not to be presumed that the legislature used those words in the charter in any *87other sense than the one defined by that body, especially as nothing is found in its provisions evincing a different intention.

But were this a question of doubtful construction as to the capacity of the company to take by grant an estate in o fee by force of the language of the charter, an inference of the legislative intent is derived from subsequent legislation. In 1849 the legislature (Acts of 1849, No. 41, § 23) passed an act providing, that in the event the location of a railroad should be changed, after the payment of land damages, when no portion of the land of the owner had been taken for the new location, then the land first taken should revert, and the company might recover back the amount paid as damages, deducting such damages therefor as had actually accrued in consequence of locating the road across the owner’s land, but subject to the proviso, that the land-owner .might, if he chose, convey to the company the land first located upon, and, in that event, might retain the damages awarded him. Gen. Stat., ch. 28, § 31. The conveyance contemplated by this provision, and which the land-owner may make if he chooses, and upon which his right to retain the damages awarded him is dependent, is a conveyance of the land in fee, as distinguished from a mere easement or determinable fee. This is manifest, as in the case contemplated by the Act, neither the lands nor any interest therein is required for the use or accommodation of the road by the company.

Judgment of the county court is affirmed.