Spring Valley Water Works v. San Francisco

22 Cal. 434 | Cal. | 1863

Crocker, J. delivered the opinion of the Court—Cope, C. J. and Norton, J. concurring.

The plaintiffs are a corporation organized for the purpose of introducing pure fresh water into the City of San Francisco, and they instituted this special proceeding for the purpose of condemning a certain tract of land to the uses of the company, before the County Judge of the City and County of San Francisco. The parties interested in the property appeared, and on the twelfth day of August, 1862, the County Judge appointed commissioners to report the compensation to which the owners were entitled. The commissioners reported that the owners were entitled to the sum of seven hundred and fifty dollars, which was paid to the County Clerk, and the County Judge rendered a decree adjudicating the premises to the plaintiffs. The defendants moved to set aside the report, and for a new trial, which was denied, and thereupon they appealed to this Court.

The plaintiffs were organized "under and in pursuance of an Act entitled “An Act for the Incorporation of Water Companies,” approved April 22d, 1858 (Stat. 1858, 218), by Sec. 2 of which it is provided that the mode of proceeding for the appropriation of lands shall be the same as prescribed in Secs. 27-29 of the Act providing for the incorporation of Railroad Companies, passed April 22d, 1853, except that such proceedings shall be had before the County Judge of the county where the lands are situated. In 1861 (Stat. 1861, 228), this Sec. 2 was amended, by providing that, where the County Judge was interested, the proceedings should be before the District Judge. Afterwards, on the twentieth day of May, 1861, an entirely new act was passed for the incorporation of railroad companies, not foEowing the order or number of the sections of the Act of 1853, but changing them throughout, and also repealing the Act of 1853.

The plaintiffs in these proceedings foEowed the provisions of Secs. 27-29 of the Act of 1853, instead of the revised Act of 1861, and this, it is insisted, was erroneous, and it is claimed that the latter act should have eontroEed the proceedings. If the new railroad law of 1861 had been merely amendatory of the Act of 1853, preserving the sections with their numbers, there would have been some force in the position taken by the defendants. But when we come to examine the revised law of 1861, we find the sections entirely changed, and the subject matter of these three sections of the Act of 1853 is now found in Secs. 17, and 24 to 39 inclusive, in the Act of 1861. If the plaintiffs’ proceeding is to be governed by Secs. 27-29 of the Act of 1861, they will be found entirely insufficient, without the use of other sections, to regulate the action of the officers having jurisdiction of the matter. We do not see how the Act of 1858 can be extended or construed to include these additional sections, or indeed be held to apply in any way to a law not then enacted. The Act of 1858 substantially incorporated these three sections of the Railroad Law of 1853 within its provisions, and the repealing clause of the Act of 1861 repealed the Act of 1853 so far as it applied to railroad companies, but substantially left these three sections in force, so far as they were made part of the law relating to water companies. We see no other mode of carrying out the evident intention of the Legislature. It would seem that if it had been their intention that water companies should be governed by the provisions of the new railroad law, they would have so expressed it, especially as at the same session they amended the section relating to this subject in the water companies’ act. We hold, therefore, that the proceedings were properly conducted in accordance with the provisions of these three sections of the Act of 1853.

At the hearing before the County Judge of the application for the appointment of commissioners, the plaintiffs offered in evidence a certified copy of the certificate of incorporation, to which the defendants objected: 1st, that the certificate is not in accordance with the law of April 23d, 1858; 2d, that it varies from the complaint; and 3d, because the Act of April 23d, 1358, could not authorize them to incorporate themselves. The Act of April 23d, 1858, referred to (Stat. 1858, 254), authorizes George H. Ensign and his associates and their assigns, to lay down iron water pipes in the City of San Francisco, for the purpose of furnishing fresh water to the inhabitants, and provides that 3,000 feet be laid down within one year from its passage and water furnished therefrom, and that it should not take effect unless the parties named in Sec. 1 should within sixty days duly organize themselves in conformity with the laws regulating corporations. The articles of association of the corporation were filed June 19th, within the sixty days, signed by George H. Ensign, Henry Baker, and Edward Jones, and they refer to this Act of April 23d, 1858, and also to the Act of AprE 22d, 1858, authorizing the incorporation of water companies, as the laws under which they incorporate. In 1859 (Stat. 1859, 209) the Legislature passed an act amending Sec. 1 of the Act of AprE 23d, 1858, thereby extending the time two years for laying down the 3,000 feet of pipe.

It is insisted that the laying down of three thousand feet of pipe in one year was a condition, the non-performance of which forfeited the rights conferred by the act and vitiated the acts of incorporation, and that it was, therefore, necessary for the plaintiffs in this proceeding to prove a performance of that condition. The existence of a corporation formed under the general corporation laws of this State is proved by its articles of association or- incorporation, executed and filed in accordance with the statute. A strict literal compliance with aE the requirements of the statute is not essential, and the proceedings wiE not be held invaEd for sight defects or omissions. Thus it has been held, that an omission of the names and number of the trustees who are to manage the concerns of the company the first year is not a fatal defect (Mead v. Keeler, 24 Barb., S. C., 20.) So of a faEure to file a duplcate of the articles of association with the Secretary of State (Cross v. Pinckneyville Man. Co., 17 Illinois, 54; Mokelumne Hill M. Co. v. Woodbury, 14 Cal. 427); or where, in -the articles of association of a railroad company, the length of the line of the-road was incorrectly stated (Troy and Rutland Railroad Co. v. Kerr, 17 Barb. S. C. 581); or a faEure to pay the ten per cent, of the capital stock subscribed at the organization (Eaton v. Aspinwall, 10 N. Y. 119; Abbott v. Aspinwall, 26 Barb. S. C. 202); or a faEure on the part of the commissioners appointed to receive subscriptions to the stock to foEow the requirements of the law (McFarland v. Triton Ins. Co., 4 Denio, 392; Judah v. American L. S. Ins. Co., 4 Ind. 334) or stating the name of a city as “ the place fo business ” instead of “ the principal place of business,” as required by the law (17 Cal. 132). It is also held that a liberal construction is to be adopted with regard to the acts required to create a corporation, and every presumption is to be indulged in favor of its legal existence after it has gone into operation. (Judah v. American L. S. Ins. Co., 4 Ind. 334; Dunning v. New Albany and Salem R. R. Co., 2 Id. 437; 17 Ill. 54; Ang. & Ames on Corp. 573.) And when a corporation has gone into operation, acting under a charter granted upon a condition precedent, it will be presumed that the condition has been performed. (Ang. & Ames on Corp. 59.) It has also been held that the irregular or non-performance of acts relating to the organization of the corporation can only be investigated in a direct proceeding instituted by the State for that purpose, and not in a collateral action. (McFarlan v. Triton Ins. Co., 4 Denio, 392; Eaton v. Aspinwall, 19 N. Y. 119; Caryl v. McElrath, 3 Sanford, S. C., 176.) So, too, of those acts which are not made prerequisites of. the exercise of corporate powers, but which operate as a forfeiture of the corporate franchise. (Mokelumne Hill Mining Co. v. Woodbury, 14 Cal. 424; People v. Manhatten Co., 9 Wend. 351.) This last case is directly in point upon the question raised by the defendants. The act incorporating the Manhatten Company required that they should within ten years from the passage of the act furnish a supply of pure, wholesome water sufficient for all the citizens of Hew York agreeing to take water upon the terms of the company, and this time was, by a subsequent act, extended ten years: held, that this was a defeasance, and not a condition precedent, to the exercise of corporate powers, and that, even after the time had expired, they were not bound to prove a performance of the condition to show a present right. The objection of the defendants that the plaintiffs did not prove a performance of this condition does not affect the rights of the plaintiffs in these proceedings.

As already stated, an act was passed in 1859 amending Sec. 1 of the Act of 1858, so as to extend the time for the performance of this condition, and it is objected that there was no proof that the plaintiffs ever accepted this amendatory act. Where a corporation is created by a special charter or act of incorporation it has been held that in order to complete the creation the charter must be accepted by the persons incorporated. (Ang. & Ames on Corp. Secs. 81, 82.) But this rule of law has no application whatever to corporations formed under general laws like those of this State, where the corporators are the acting party in creating the corporation. In the present case a law is passed for the special benefit of the plaintiffs, and in such case the presumption is that they ask for its passage, or that they have accepted it, and no express acceptance is required to be shown. (Ang. & Ames on Corp. Sec. 83.)

It is also objected, that there is no proof of any assignment from Ensign and his associates to the plaintiffs of the franchise or privileges granted by the Act of 1858 and the amendatory Act of 1859 to the former. No such assignment is necessary. The grant was to Ensign and his associates, and one of its express conditions was that they were to incorporate themselves, and when they did so the franchise immediately vested, by operation of law, in the corporation. The extension of time granted by the Act of 1859 was for the benefit of the corporation, and no assignment under it was necessary. The Act of 1859 in no'sense affected the organization of the corporation.

It is also urged that the commissioners erred in not allowing the parties to prove the respective claims set up by them to the land. Sec. 28 of the Railroad Law of 1853 provides, that companies desiring to procure any lands shall file a petition praying the appointment of commissioners to “ ascertain the compensation to be made to the owners and persons interested.” “ The commissioners having heard the proofs and allegations, of the parties, three or more of said commissioners shall, after viewing the premises, without fear, favor, or partiality, ascertain and certify the compensation proper to be made to the said owners and parties interested for the land, real estate, and property so to be taken or injuriously affected.” In proceedings of this character, to condem land for railroad purposes, it is usual to include in one petition several tracts on the line of the road, each tract having its owner or owners, and often there are several adverse and conflicting claimants of the same tract. The duties of the commissioners are plain and simple. They are merely to ascertain and report the compensation to which the owners of each particular tract of land are entitled; and for the purpose of ascertaining the amount of such compensation, they are required to hear the proofs and allegations of the parties, and to personally view the premises. The market value of the land taken is the main ingredient of this estimate, though now, by the Act of 1861, they are required to make allowance for any benefit or advantage that in their opinion will accrue to the owners by reason of the construction of the railroad; but that is not an element of the estimate in this case. The commissioners are selected, not for their supposed judicial abilities, but for their good judgment in estimating the value of property, and then* disinterestedness. It is no part of their duties to hear evidence and determine the right, title, and interest of each' claimant of the several tracts of land, whether such claims are conflicting or not. The Court or Judge before whom the proceedings are conducted, and not the commissioners, is the proper tribunal to determine such questions. After the report of the commissioners is made and filed, and the money paid into the hands of the County Clerk, the Court or Judge can, on motion, distribute the same among the several owners and claimants, according to the extent of then- several interests; and, if there are adverse or conflicting claims, can determine them, and award the compensation to the person really entitled. When there are no questions as to who are the real owners of the tract, and there are several persons having divided or undivided interests therein, it is proper for them to set forth such interests in their answer to the petition, and ask that the same may be separately estimated, and there would be no impropriety in the Court or Judge directing the commissioners to make such separate estimate and then* reporting accordingly. This is a matter depending, however, upon the sound discretion of the Court or Judge. There is nothing in the statute which requires the commissioners to determine these questions of title, or which requires them to report the amount of compensation each of the claimants of the same tract is entitled to. In this case the commissioners refused to hear evidence upon questions of title and ownership, and reported a gross sum as the proper compensation for the tract, and in this there was no error. The County Judge is competent to distribute this sum among the several owners according to the extent of their interests, and can, if necessary, hear evidence upon those questions.

The commissioners viewed the premises before hearing the evidence and declined to view them after the testimony was closed, and this refusal is also aEeged as error. The statute requires that they shaE, after viewing the premises, ascertain and certify the compensation proper to be made. Under the statute they can make this view at any time before making their estimate and report. Whether this is done before or after hearing the evidence, depends upon their own discretion. There is a manifest propriety in maiding this inspection before hearing the evidence, as thereby they wiE be the better able to understand and apply the testimony.

Judgment affirmed.