State ex rel. Minneapolis & Northwestern Railroad v. City of Minneapolis

32 Minn. 501 | Minn. | 1884

Mitchell, J.

The facts of the case sufficiently appear from the findings of the court, and from chapter 182, Sp. Laws 1879, which— more particularly section 8 of that act — constitutes the contract between the relator and the city of Minneapolis. The principal contention is as to the effect to be given to the fourth or last proviso attached to section 8 of the act. In construing this proviso, it is proper to consider the spirit and scope of the entire act in the light of the situation of the parties at that time.

The country north and west of Minneapolis, and north of the Hastings & Dakota railroad, -was intersected by the several lines of the St. Paul, Minneapolis & Manitoba (formerly St. Paul & Pacific) Eailway Company, whose headquarters and general offices were in St. Paul. The relator, whose principal place of business was designated at Minneapolis, had been organized for the purpose of building and operating a railroad, with three separate lines, from Minneapolis into the country north and west of that city: First, a line connecting Minneapolis with, and extending into, the region of country lying between the Hastings & Dakota railroad and the First Division of the St. Paul & Pacific (main line) railroad, and thence southerly and westerly towards the west line of the state; second, a line connecting. Minneapolis with, and extending into, the region of country lying between the main line of the First Division of the St. Paul & Pacific railroad and the St. Yincent Extension of the St. Paul & Pacific railroad, and thence westerly and northerly towards the west line of the state; third, a line connecting Minneapolis with, and extending into, the region of country lying northerly of the St. Yincent Extension of the St. Paul & Pacific railroad, and thence north-westerly towards the north line of the state.

In order to aid in the building of this system of railroads, thus intersecting the territory north and west of the city, and which would, presumably, render the trade of that region tributary to it, the city of Minneapolis voted its bonds upon the terms and conditions specified in section 8 of the act referred to. But as the benefits to be derived from the construction of such a system of railroads were supposed to depend largely upon the manner in which they were operated, the city of Minneapolis, in order to secure more fully and certainly these benefits, attached to this section, (8,) which provides for the issue of its bonds, among others, the following proviso: “Provided, the eastern terminus, general offices, and headquarters of said railroad shall be at Minneapolis.”

In view of the spirit and object of this act, we fully agree with the court below, that the benefit which it was intended to secure lo the city of Minneapolis by this proviso was something more than having, in name and form only, an office of the relator company in that city, while the headquarters and general offices for the purpose of operating and managing the railroad might be established and maintained elsewhere.- We think this proviso manifestly means that the “operating” headquarters and general offices of the road, after construction, should be established and permanently maintained in the city of Minneapolis. The court below was therefore, in our opinion, correct in holding that the terms and conditions of this proviso had never been complied with. Practically, the relator as a coporation exists as yet only on paper. It has never built, owned, or operated a mile of road. Plainly stated, all that has been done is that the St. Paul, Minneapolis & Manitoba Bailway Company, under the authority of the charter or articles of incorporation of the relator, has built 68 miles of railroad from Minneapolis, where it connects with the main line of that company, to St. Cloud, where it connects with the St. Yincent Extension of the same company. These 63 miles of road are owned and operated by the St. Paul, Minneapolis- & Manitoba Railway Company as a part of their system, with headquarters and general offices at St. Paul, while the relator company, which neither owns nor operates a mile of road, in name and form merely keeps a “general office” in Minneapolis.

In short, instead of securing a system of railroad lines terminating at Minneapolis, operated and managed from headquarters and general offices in that city, as contemplated by this act, in substance all that has been done is that the St. Paul, Minneapolis & Manitoba Railway Company have constructed a “loop” line from St. Cloud to Minneapolis, which they operate and manage from their own headquarters and general offices in St. Paul, the same as any other part of their line. This is not a performance of the terms of the contract. It is. immaterial whether the present mode of managing-and operating this road is more or less advantageous to the city of Minneapolis than that provided for in the contract. She is entitled to just what she bargained for.

It hardly needs the citation of authorities to sustain the proposition that when a municipal corporation votes its bonds to aid the building of a railroad on certain terms and conditions, it is entitled to a strict and full compliance with all these terms and conditions on the part of the railroad company before the latter is entitled to the bonds. Lawson v. Schnellen, 33 Wis. 288. But the great contention of the relator is that this proviso is not a condition precedent to the issue of the bonds, and hence, even if its terms and conditions have not been performed, this fact will not defeat its right to the bonds, and hence it is entitled to a writ of mandamus to compel their issue. If we admit the premises, we would still doubt the correctness of the conclusion. Even if this proviso be not technically and strictly a condition precedent to the issue of the bonds, yet it certainly does amount to a continuing engagement on the part of the relator, if they avail themselves of the benefit of the contract, to establish and maintain their headquarters and general offices at Minneapolis; and this engagement constitutes in part the consideration for the agreement of the city to issue and deliver its bonds. The mandamus asked for in this case is to compel the city to perform its part of the contract. It may be likened to a bill in equity to compel specific performance of a. private contract. In such, a case it is not a writ of right. It is granted, not of course, but at the discretion of the court. We hardly think •that a court would feel inclined by a writ of mandamus, any more than by decree in equity, to compel specific performance of a contract when it appeared that the party seeking to compel performance had himself broken his part of the contract, even although the thing omitted had not been expressly made a condition precedent to performance by "the other party.

But we are of opinion, however, that this proviso is in the nature •of a condition precedent to the issue of the bonds, and also of a continuing obligation on the part of the relator in case it accept them. It will be observed that by the terms of the act the bonds were to be issued for any section of 10 or more miles of railroad only when the "track was laid and the cars running thereon; that is, no bonds could be issued for any sections of road until it was in actual operation. If it was to be in operation, this presupposes offices and headquarters •established in and from which the business connected with the operation of the road was being conducted. Hence we think that this proviso contemplated the establishment of these "operating” headquarters and offices at Minneapolis as a condition precedent to the issue of the bonds; that where it says that these headquarters and .general offices shall be at Minneapolis, it means that they shall actually be there before the bonds are issued, as well as maintained there afterwards. This view is, we think, in harmony with the spirit and intent of the whole act. It is also, in our judgment, further strengthened by the fact that, although not in expressed terms declared to be a condition precedent, yet it is attached as a proviso to the very sec-lion which authorizes the issue of the bonds, and would seem to be included among the conditions of section 8, referred to in the following section 9, which are to be complied with before the city council should direct the execution and issue of any bonds.

Judgment affirmed.