80 N.J. Eq. 503 | N.J. | 1912
The opinion of the court, was delivered by
This appeal reviews a decree of the court of chancery dismissing an injunction bill, thereby terminating the preliminary injunction which had issued thereon. The facts are fully and accurately set out in the conclusions written for the court of chancery by the present chancellor.
That a municipality, as a condition precedent to granting permission to a traction company to construct and operate a street railway within its corporate limits lias power to impose lawful restrictions, in the interest of the public, that regulations of rates of fare are properly classed among such restrictions and come within the terms of the statute, and that the acceptance
The contract before us for construction is found in the sixth' section of the ordinance and is set out in full in the opinion written for the court of chancery. The traction company was a-Hew Jersey corporation, whose operations were confined by law to this state. It could have no lines without this state. There is no expression, even intimating that the parties were contracting for any other corporation. The inference is that they lawfully contracted for, and in the absence of express words to the contrary, that they intended to bind themselves only and not other parties. The obligation of the traction company was to carry passengers over its own lines for the stipulated fare, not over the lines of another company. The rates were clearly expressed to be three cents within the city of Trenton, and five cents outside of the city limits, within a five-mile radius. If the city had intended to bind the Hew Jersey corporation to pay toll, across a bridge of another corporation, which is quite distinct from a rate of fare, and to bear the charge of a foreign corporation for transportation over its lines, it should have used apt words to-express that meaning. The contract, upon its face, does not róstate, and the presumption is to the contrary.
The. traction company, subsequently to the passage of the ordinance, became the owner of the stock of the Pennsylvania corporation and of the bridge company. The ownership of the stock of the other companies by the Hew Jersey corporation does not alter'this presumption, even if such control had been vested in the Hew Jersey corporation at the time of entering into the contract, ri fortiori it must he without significance or bearing, when such control had not then been acquired. The contract of a stockholder, made in his own name, is not binding upon a corporation, the stock of which h,e owns and controls. Clement v. Young McShea Amusement Co., 70 N. J. Eq. (4 Robb.) 677; Thomp. Corp. (2d ed.) § 1386.
The transfers which the company obligated itself to give are in express terms limited “for passage to another line of said com
I.t has not been shown that the fixing of fare between Trenton ■and Yardley, by the joint action of the. three corporations, was. by reason of the language of the contract, and because that agreement was binding upon all the companies. Hence, the effect of this joint action would not amount to a practical construction •of the ordinance.
A practical construction of a. contract becomes evidential only when the writing is ambiguous, and where it appears that the ■acts done under it were those of the very parties thereto, and were done in pursuance and by reason of it. Rogers v. Colt, 21 N. J. Law (1 Zab.) 704; Stewart ads. Lehigh Valley Railroad Co., 37 N. J. Law (8 Vr.) 53; United Boxboard and Paper Co. v. McEwan Brothers Co., 76 Atl. Rep. 550; McMillin v. Titus, 222 Pa. 500; Sternbergh v. Brock, 225 Pa. 279.
We, therefore, conclude that the contract was wholly between the Hew Jersey corporation and tire city, that it had reference to ■the lines of that company only, and did not obligate the Hew Jersey company to procure transportation over the lines or property of either of the other companies, .and that the action of the mayor, in. revoking and annulling the car licenses, under the power for that purpose, conferred upon him by the ordinance, 'because, to quote the language used by him in his order or revocation,
'“the rate of fare charged by said company for the transportation of passengers on said cars between the City of Trenton and the Borough •of Yardley aforesaid (the said Borough of Yardley lying and being outside of the city limits, within a radius of five miles), is the sum of ten cents, being an amount in excess of the fare which by the terms of said ■section of said ordinance of said Company is authorized and permitted to •charge for the transportation of passengers for a continuous ride within ■said radius,”
was not warranted.
The order appealed from will be reversed and the hill restored io the files, and the preliminary injunction continued.
For reversal—The Chieb-Justice, Garrison, Swatze, Bergen, Voorhbes, Minturn, Bogert, A^redenburgh, Congdon,. Treacy—10.
