| Mass. | Jun 29, 1877
The bill is framed upon the theory that the plaintiff has recovered a .valid judgment against the Marginal Freight Railway Company; that that company has a claim for damages for the taking of its tracks by the Union Freight Railroad Company; and that the interest of the former company in this claim cannot be come at to be attached or taken on execution in a suit at law against it, and should therefore be applied in equity to the payment of the plaintiff’s judgment debt. The
The St. of 1867, c. 170, by which the Marginal Freight Railway Company was incorporated, was subject to repeal at the pleasure of the Legislature, by virtue of the power expressly reserved by the Gen. Sts. c. 68, § 41, which was a part of the contract made between the Commonwealth and the corporation by its charter. That charter was expressly and legally repealed by the St. of 1872, e. 342, which incorporated the Union Freight Railroad Company, and authorized the latter corporation to 'lake the tracks of the former, making compensation therefor in the manner provided by the laws relating to the taking of lands by railroad companies. Crease v. Babcock, 23 Pick. 334. Pennsylvania College Cases, 13. Wall. 190. State v. Miller, 1 Vroom, 368, and 2 Vroom, 521. Metropolitan Railroad v. Highland Railway, 118 Mass. 290" court="Mass." date_filed="1875-09-06" href="https://app.midpage.ai/document/metropolitan-railroad-v-highland-street-railway-co-6418187?utm_source=webapp" opinion_id="6418187">118 Mass. 290.
Upon the absolute repeal of a charter by the Legislature, acting within the limits of its constitutional authority, the corporation ceases to exist, and no judgment can afterwards be rendered against it in an action at law. But such repeal does not impair the obligation of contracts made by the corporation with other parties during its existence, or prevent its creditors or stockholders from asserting their rights against its property in a court of chancery, in accordance with the reasonable regulations of the Legislature, or with the general principles and practice in equity Foster v. Essex Bank, 16 Mass. 245" court="Mass." date_filed="1819-11-15" href="https://app.midpage.ai/document/foster-v-president-of-the-essex-bank-6404882?utm_source=webapp" opinion_id="6404882">16 Mass. 245. Read v. Frankfort Bank, 23 Maine, 318. Merrill v. Suffolk Bank, 31 Maine, 57. Mumma v. Potomac Co. 8 Pet. 281" court="SCOTUS" date_filed="1834-03-12" href="https://app.midpage.ai/document/mumma-v-potomac-co-85878?utm_source=webapp" opinion_id="85878">8 Pet. 281. Curran v. Arkansas, 15 How. 304" court="SCOTUS" date_filed="1853-12-29" href="https://app.midpage.ai/document/curran-v-arkansas-86834?utm_source=webapp" opinion_id="86834">15 How. 304. Bacon v. Robertson, 18 How. 480" court="SCOTUS" date_filed="1856-05-14" href="https://app.midpage.ai/document/bacon-v-robertson-87035?utm_source=webapp" opinion_id="87035">18 How. 480. Lum v. Robertson, 6 Wall. 277" court="SCOTUS" date_filed="1867-12-23" href="https://app.midpage.ai/document/lum-v-robertson-87919?utm_source=webapp" opinion_id="87919">6 Wall. 277.
Upon the repeal of the charter of the Marginal Freight Railvay Company by the St. of 1872, c. 342, which was passed and took effect on May 6, 1872, the corporation was nevertheless, by virtue of the Gen. Sts. c. 68, § 36, continued a body corporate for the term of three years afterwards, for the purpose of prosecuting and defending suits by or against it, and of enabling it gradually to settle and close its concerns, to dispose of and convey its property, and to divide its capital stock. And, under § 37 of the same chapter, this court, sitting in equity, on the applica
No application having been made for the appointment of a receiver, the Marginal Freight Railway Company, at the expiration of the three years, ceased to have any such existence that a valid judgment could be rendered against it in an action at law. We cannot regard the provision of the St. of 1876, e. 229, § 3, that “ nothing in this act contained shall be construed as affecting the legal rights of ’’ that corporation, (which is not otherwise mentioned in the act,) as a legislative recognition that it had, at the time of the passage of this statute, any rights or any existence. The judgment recovered by the plaintiff against the Marginal Freight Railway Company in July, 1875, was therefore wholly void, as if it had been rendered against a dead person.
This bill cannot be maintained under that clause of the Gen. Sts. o. 113, § 2, which confers upon this court jurisdiction of “bills by creditors to reach and apply, in payment of a debt, any property, right, title or interest, legal or equitable, of a debtor, within this state, which cannot be come at to be attached or taken on execution in a suit at law against such debtor; ” because that clause extends only to living debtors and existing corporations. And a court of equity has no general jurisdiction of a bill by a single creditor, who has not recovered a valid judgment against his debtor, and whose debtor has ceased to exist, to apply, to the payment of his debt, property of the debtor in the hands of a third party.
Although one passage near the end of the opinion in Folger v. Columbian Ins. Co. 99 Mass. 267" court="Mass." date_filed="1868-03-15" href="https://app.midpage.ai/document/folger-v-columbian-insurance-6415339?utm_source=webapp" opinion_id="6415339">99 Mass. 267, taken by itself, might seem to be inconsistent with this view, it is to be observed that that case, as well as the earlier one of Taylor v. Columbian Ins. Co. 14 Allen, 353, was submitted to the court upon an agreed statement of facts, waiving all questions of form, and was decided
The reasons above stated being conclusive against the right to maintain this bill, the demurrer of the Union Freight Railroad Company must be sustained, and the Bill dismissed.