Williams v. Missouri, K. & T. Ry. Co.

| U.S. Circuit Court for the District of Western Missouri | Jul 1, 1875

DILLON, Circuit Judge.

The question here presented is important, since it involves the right of the defendant, which runs and operates a long line of railroad within the state of Missouri, to have access to the federal courts therein.

We have given to the statute of Missouri, which controls its decision, and to the judgments of the supreme court of the United States, having a bearing upon it, careful consideration, and our opinion is that the cause was properly removed into this court.

Upon the statute and facts brought to our attention it is plain that the defendant is a Kansas, and not a Missouri corporation. If so, then it is “for the purposes of federal jurisdiction to be regarded as if it were a citizen of the state where it was created, and no averment or proof as to the citizenship of its members elsewhere will be permitted.” Railroad Co. v. Harris, 12 Wall. [79 U. S.] 65, 81; Railway Co. v. Whitton, 13 Wall. [80 U. S.] 270, 285; Louisville, C. & C. R. Co. v. Leston, 2 How. [43 U. S.] 497. It is an admitted fact that the defendant company was originally organized under the incorporation laws of the state of Kansas, and hence is a Kansas corporation, and for jurisdictional purposes in the federal courts is considered to be a citizen of that state; but it is claimed by the plaintiff that the defendant, by virtue of its purchase of part of the line of the Tebo & Neosho Railroad Company, under the Missouri act of 1870, became, as to the line thus purchased, a corporation of the state of Missouri. and hence cannot litigate in the federal court therein with a citizen of the same state.

After an attentive examination of the statute of Missouri in question, under which the defendant purchased part of the line of the Tebo & Neosho Company, and constructed the road it operates in the state of Missouri, it is our opinion that the defendant did not thereby cease to be, even in the state of Missouri, a Kansas corporation, nor did it become, as to the road within the state of Missouri, a new and distinct corporation created by the laws thereof. There is no language in the Missouri act which re-incorporates it or which purports to create a new corporation; but the whole scope of that part of it conferring upon corporations of another state the power to purchase and operate roads in Missouri, is, that such corporations retain their identity, and remain foreign corporations, but subject to taxation, and to all the duties, liabilities and provisions of the laws of Missouri, the same as corporations created under such laws. Among other things, they are to establish an office' on the line of roads acquired, under the act, “at which legal process and notice may be served as upon railroad corporations of this state.”

NOTE. As to the effect on federal jurisdiction (where it is dependent upon the citizenship of the parties) of charters granted by - different states to the same company or to companies constructing the same line of road, and as to the effect of consolidation on the jurisdiction of the federal courts, the following are the principal cases: Ohio & M. R. Co. v. Wheeler, 1 Black LOG U. S.] 280; Baltimore & O. R. Co. v. Harris, 12 Wall. [79 U. S.] 65; Chicago & N. W. R. Co. v. Whitton, 13 Wall. [SO U. S.] 270. See, also, Marshal v. Baltimore & O. R. Co., 16 How. [57 U. S.j 314; Baltimore & O. R. Co. v. Gallahue's Adm’rs, 12 Grat. 658; Baltimore & O. R. Co. v. Supervisors, 3 W. Va. 319" court="W. Va." date_filed="1869-01-15" href="https://app.midpage.ai/document/baltimore--ohio-r-r-v-supervisors--sheriff-of-marshall-county-6590894?utm_source=webapp" opinion_id="6590894">3 W. Va. 319; Goshorn v. Supervisors, 1 W. Va. 30S. See Chicago & N. W. Ry. Co. v. Chicago & P. Ry. Co.[Case No. 2,665], decided by Circuit Judge Drum-mond, as to the effect of consolidation under charters of different states and the citizenship of the consolidated company.

The case is strikingly analogous to that of Baltimore & O. R. Co. v. Harris, 12 Wall. [79 U. S.] 65, in which it was held that similar legislation on the part of the state of Virginia, •and of congress in respect to the District of Columbia, did not create a new corporation of the Baltimore & Ohio Railroad Company, originally chartered by the state of Maryland, and which constructed extensions of the road through Virginia, and within the District of Columbia. The case before us is unlike that of the Ohio & M. R. Co. v. Wheeler, 1 Black. [66 U. S.] 286, in which a railroad company chartered by the laws of Indiana and licensed by Ohio, sued a citizen of Indiana in the federal court of the latter state, and where the judgment of the supreme court was against the jurisdiction.

The object of the legislation of Missouri under consideration is obvious. Without the sanction of the legislature a domestic corporation of that state would have no power to sell out to another company all or part of its road and franchises, and a foreign company without such sanction would have no authority to purchase and operate the road of a domestic corporation. The various provisions of the act show that the legislature designed to encourage the building of railroads and to facilitate the making of continuous or connected lines, by authorizing, as far as it could, its own companies to extend their roads into other states, and by conferring upon the companies of other states the right to lease or to buy. and to build and operate roads within its limits. But as above observed, it did not create such companies new corporations, but simply gave them on the conditions stated, the rights, powers and immunities specified in the act. It is, therefore, unnecessary to consider in this case what would have been the effect on the jurisdiction of this court, if the legislature of Missouri had undertaken to make new or domestic corporations of the companies of other states coming into it, under the act of 1870. Nor have we any occasion to determine how far such a ease would be controlled by that of Wheeler (1 Black [66 U. S.] 287), nor how far the doctrines of that t;ase have been modified by the subsequent decisions of the same tribunal.

The motion to remand is accordingly overruled. Motion denied.