113 Mo. 213 | Mo. | 1892
At the close of the evidence plaintiff took a compulsory nonsuit, which the' circuit court refused to set aside, and hence this appeal.
The plaintiff is a corporation owning and operating at Kansas City a depot with the necessary buildings, sheds, tracks and offices, all designed to accommodate the different railroads at that place. The depot company brought this suit against the Chicago, Kansas & Nebraska Railway Company,, hereafter called the Nebraska company, and against the. Chicago, Rock Island & Pacific Railway Company, hereafter called the Rock Island company, to recover rents for the months of May to October, 1889, both inclusive amounting to some $6,700. The petition avers that the rents sued for were due for the use of the • depot by the trains of the Nebraska company, which trains it is alleged were operated by the Rock Island company. The defendants say that the trains alleged to be the trains of the Nebraska company were in fact the trains of the Rock Island company, and that the latter company had a
The question whether the Rock Island company was under any obligation to pay more than one rental depends upon the construction of the contract.
In 1876 there were six railroad companies whose roads terminated at Kansas City. Besides these roads the road of the Missouri Pacific Railway company extended from St'. Louis to Kansas City and thence on west to Atchison in the state of Kansas. The union depot company, as party of the first part, and these seven companies, as parties of the second part, entered into a written contract, dated the first of June, 1876. As this contract is lengthy, we shall state the substance of it, quoting those parts deemed most material. It begins by saying that, whereas the respective railroads of the parties .of the second part “terminate at or run into and through Kansas City,7; and to prevent expense and avoid the accumulation of separate stations, a necessity has arisen for a union depot; and, whereas the union depot company has become incorporated for the purpose of maintaining such a depot “of sufficient capacity to accommodate the trains of the railroads of the second parties,77 and the second parties have agreed to occupy and rent the same when completed; “and, whereas, for the protection of the parties hereto it is important that the rights, duties and liabilities of each in regard to the whole subject of said depot, its appurtenances, use, care, control, rental, taxes, expenses, renewals and repairs shall be stated and defined,77 it is agreed as follows, each of said railroad companies acting for itself and independently:
The first and second clauses make it the duty of the depot company to acquire the necessary land and
The ninth clause provides: “The union depot shall be used by said railroad companies, parties hereto, for all their passenger trains destined for or departing from Kansas City, and all railroad companies using-said depot shall run their passenger trains to and from said depot, unless otherwise expressly permitted by said governing board. ’ ’
The contract contains many other stipulations, some of them to the effect that the amount of rentals ■ to be paid by railroad companies, not parties to the contract, shall be subject to the governing board; that the rentals to be paid by the parties to the contract-shall be paid monthly; and that the persons consti
The defendant, the Rock Island company, became a party to this contract in 1880. Two other railroad companies were also admitted as parties thereto, one prior and the other subsequent to 1880, thus making ten parties of the second part. These, ten companies all have the same rights, and the only effect of admit-ing these three companies was to lessen the rental to be paid by each company from one seventh to one tenth 'of the whole rental.
The defendants, the Nebraska company and* the Chicago, Santa Ee & California Railway company, were the only railroad companies, not being parties to the depot contract, which ever entered and used this union depot.
The governing board mentioned in the contract was organized in this way: Each railroad company, as it became a party to the contract, took an amount of issued stock equal to that taken by each of the other companies, and thus as stockholder had a right in the
' When the defendant, the Rock Island company, became a party to the agreement, it owned and operated. a road from Chicago in Illinois to Cameron in this state. It had acquired the right to run its trains from Cameron west to Kansas City over the road of the Hannibal & St. Joseph Railroad Company, but it did not then, nor does it now, own a track of its own between these points. The Hannibal company was one of the original parties to the contract.
The defendant, the Nebraska company, owned and operated a line west of Kansas City, extending from Topeka, in the state of Kansas, west through that state and into ■ Colorado. It owned no road from Topeka east to Kansas City, but had acquired a right to run its trains between Topeka and Kansas City over the road of the Union Pacific Company, which was also one of the original parties to the contract before mentioned. This right or lease from the Union Pacific Company did not give the Nebraska company the right to use the depot at Kansas City. In May, 1886, the Nebraska company leased its road, including the right over the Union Pacific road, to the St. Joseph & Iowa Railroad .company, for a period of nine hundred and ninety-nine years, and it seems this last-named company then took possession of the property so acquired and operated the road so leased by it. The Nebraska company and the St. Joseph & Iowa company, hereafter called the Iowa company, were never admitted as parties to the depot.eontract, but it seems the president of the Nebraska company made a temporary arrangement with the depot company, whereby it and its lessee, the Iowa company, used the depot for a specified monthly rental. This rental was paid, some
Other evidence was received for the purpose of showing the construction given to the contract by the parties thereto. The road of the Missouri Pacific company, one of the original parties to the contract, was less than four hundred miles in length at the date of the contract, but at the date of the trial that road had been extended so that it was from three to four thousand miles in length. That company transacts about twenty-six per cent, of the business transacted at the depot. It pays no more rental than each of the other companies parties to the contract. The Kansas City, Port Scott & G-ulf Railroad has extended its line from less than two hundred miles to over five hundred. ■ It takes the trains and cars of .the Missouri, Kansas & Texas Railroad Company at Paola, in the state of Kansas, and hauls them to the depot at Kansas City, but pays no extra charge for the use of. the depot. . There is much other evidence of a like character.
By looking to this depot contract we see the depot company agrees to procure the land and erect the proper structures for a depot sufficient to accommodate the business of the roads of the companies parties thereto; and on the other hand the railroad companies parties thereto agree to use the depot for all of their passenger trains destined for or departing from Kansas City, unless otherwise expressly permitted by the-governing board. The chief object of the contract is to bring the trains of the various roads to one common station, and thereby avoid the expense and delays incident to a number of depots, and to faciliate the transfer of passengers from one line to another. The subject-matter, and the entire subject-matter, of this contract is the proposed common depot; and as to this .subject-matter the contract professes to and does fix-'the rights, duties and liabilities of all parties thereto with detail and precision. The contract leaves each and all of the railroad companies free to extend their lines in any direction they may see fit. It is true that
But it is argued .that it is against the spirit and intent of the contract to allow the Rock Island company, a party to the depot contract, to buy up an independent rent-paying line, and in this way deprive the depot company of the rents which it would otherwise receive, and at the same time deprive the railroadcompanies, parties to the contract, of the rents to which they are entitled under the contract. If the Rock Island company h'ad purchased a road belonging
We do not question or controvert the proposition that the real intention of the parties to a contract should control the letter, and the strict letter may be abridged or enlarged so as to give effect to the intention of the parties as. gathered from the whole instrument, and the contract may be read in the light of the circumstances under which it was executed. So too the law often implies duties and obligations from those which are expressed, and the implied duties and obligations are as much a part of the contract as those which are expressed. Bishop on Contracts [Enlarged Ed.]
2. Thus far we have assumed that the arrangement made by the Nebraska company for the use of the depot was a temporary use. But it is further insisted that there was at least an annual renting, so that the defendants are liable'in any event for rents for the year commencing the nineteenth of April, 1889.
To an understanding of this issue it is necessary to state more in detail the evidence relating thereto. The Nebraska company, by its president, made application for admission to the depot contract in August, 1887. This application and that of three other companies were considered by the board of directors of the depot company in October of that year, and the applications were all deferred, and of this action the Nebraska
“ January 10, 1888.
“ On motion, duly seconded, the action of the president in causing the Chicago, Kansas & Nebraska Railway Company to be billed for rent of depot and track privileges on the basis of one eleventh of eight per cent, per annum on the cost of the property, and one eleventh of operating expenses, taking an average of the last four years’ expenses, was approved as a temporary arrangement.”
“ Apbil 19, 1888.
“ That the Chicago, Santa Ee & California Railway Company and the Chicago, Kansas & Nebraska Railway Company be admitted as tenants to the use of the union depot company’s depot and tracks for an annual rental based on eight per cent, of the cost of the property and one twelfth (1-12) of the operating expenses under average established during the last four years.”
“ Januaby 8, 1889.
“ That the Chicago, Santa Ee & California Railway Company and the Chicago, Kansas & Nebraska Railway Company be charged a rental each of one twelfth of eight per cent, of the cost of the property and with one twelfth of the current expenses and taxes from January 1, 1889.”
The Nebraska company did not, at any time, run its trains into the depot, but they were run in by its lessee, the Iowa company, under the said resolutions. There is evidence to the effect that the Depot company supposed they were the trains of the Nebraska
We think there is evidence from which the jury could find that the Nebraska company and the Rock Island company had full notice of all these resolutions-passed by the directors of the Depot company, and we must, therefore, take it as a fact that they did have such notice. Now, the resolution of January 10, 1888, did nothing more than approve the temporary arrangement by the Nebraska company with the president of the Depot company. Thus far there is nothing but simply a license given to the Nebraska company to use the depot temporarily. Indeed, nothing more is-claimed for this resolution.
But the plaintiff does claim that the resolution of April 19, 1888, and the payment of rent thereunder, changed the temporary license to an agreement running-from year to year until one party ended it at the close of a year; that, as the first year ended the nineteenth of April, 1889, and no notice of an intention to quit-paying rents was given until the thirtieth of that month, the new year began and must run to April 19,, 1890.
This resolution of April 19, 1888, standing alone,, might perhaps lead to such a conclusion. But this-resolution must be read in the light of what preceded and followed it. In the first place the Depot company
Again, the directors of the Depot company could not have regarded this resolution as fixing the rent' from year to year, for before the expiration of the first year they passed the resolution of January 8, 1889, fixing the rent on a different basis, namely, one twelfth of eight per cent, of the cost of the property with one twelfth of current expenses and taxes from January 1, 1889. This resolution says nothing about ■an annual rental. It was under this resolution that the rent was thereafter paid. It is our opinion that these resolutions were designed to do no more than •declare the basis on which the monthly rent bills were to be, and in fact were, made out. The payment of rent under them did not have the effect to create a •contract running from year to year. With this result it is not necessary to go over the other arguments made by the defendants on this branch of the case.
The judgment is affirmed.