Page images
PDF
EPUB

unanimous decision of the highest court of the state, had become res adjudicata."

The Superior and St. Croix Railroad Company, upon the basis of whose charter the Northern Pacific now does business, was granted in 1870 and provided for the construction of a rather short and not very important railway in the northwestern part of the state of Wisconsin. The road, however, was not built, and the charter provisions were not made use of. A few unimportant amendments were adopted in 1871, and in 1895 the legislature of Wisconsin adopted another and very comprehensive amendment which, together with the original charter, constitutes the present franchise of this great transcontinental line. The amendment of 1895 describes the route of the present Northern Pacific; it gives the company power, among other things, "to receive and store any property in any of its depots or other buildings, including elevators. . . ; to demand, collect, and receive. such sum or sums of money for the transportation of persons and property and for the storage of property as shall be reasonable." The extension of the road and its connection with other lines was not directly provided for in the charter itself, but the general laws of the state, as amended in 1897, grant ample powers for this purpose:

'Any railroad corporation organized and existing under the laws of the territory or state of Wiscon

sin, or existing by consolidation of different railway companies under the laws of the territory or state of Wisconsin, and of any other territory or territories, state or states, may consolidate its stock, franchises, and property with any other railroad corporation, whether within or without the state, when their respective railroads can be lawfully connected and operated together, to constitute one continual main line, with or without branches, upon such terms as may be agreed upon, and become one corporation by any name selected, which within this state shall possess all the powers, franchises, and immunities, including the right of further consolidation with other corporations under this section, and be subject to all the liabilities and restrictions of this chapter, and such in addition, including land grants and exemptions of land from taxation, as such corporations peculiarly possessed or were subject to at the time of consolidation or amalgamation by the laws then in force applicable to them or either of them."

The Wisconsin statutes, like those of most other states, as will be noted more in detail later, prohibit the consolidation, lease, purchase, or control by one railroad corporation of another parallel or competing line, to be determined by jury. To complete its franchise the Northern Pacific filed this charter in all the other states through which it runs, and appointed certain persons as its legal representatives in those commonwealths. In Idaho

a special promise was exacted to the effect that the corporation accepts in full the provisions of the state constitution. It should be noticed that the reorganization of the Northern Pacific under a special charter took place at a time when every state through which its lines pass had on its statute books general laws governing the organization of railway companies.

The physical location of a railway is by no means an indication of the source of its legal power, for, as in the case of the Northern Pacific, a great system may be operated on the basis of a charter granted to an insignificant road in a distant state. The Southern Pacific, for instance, is organized under the laws of Kentucky. What constitutes the essence of the legal privilege of a modern railway corporation is an extremely complex problem, the difficulty of which is strongly impressed upon us when we realize that scores, if not hundreds, of separate charters granted by different states are comprised in the existing franchises of our great companies. The Pennsylvania company, for instance, represents more than a hundred and fifty original lines, each having its special charter or certificate of incorporation. Many of these charters represent conflicting, if not mutually exclusive privileges, and what the charter rights of such a corporation are is a question difficult of solution. only is there a possibility of conflict between the diverse provisions of different charters, but also between the charters and the general laws, although

Not

in many states the supremacy of general over special laws has been at least acquiesced in, if not publicly recognized. The chairman of the Massachusetts Railway Commission writes 1 that in that state it has been recognized that general laws have superseded the earlier special enactments. This appears especially significant when we remember that, with a few minor exceptions, all the railways of Massachusetts were incorporated under special charters a compilation of which makes a goodsized volume before comprehensive general laws had been passed. This possibility of a conflict between special and general laws is illustrated in the railway history of Michigan. The legislature of that state, in 1898, created a commission composed of the railway commissioner and two state officers to negotiate with certain railway companies of the state operating under special charters, for the purpose of ascertaining upon what terms the companies would be willing to surrender their charters. While the question of the amount of taxes these companies were to pay was the immediate cause of this action on the part of the legislature, a similar situation with respect to the other question is by no means an impossibility. No further reference is here made to this difference between the railways and the state, because it involves the question of taxation, which constitutes a special branch of inquiry too large for treatment in this place. Early General Laws. In the chapter on early 1 Private correspondence.

[ocr errors]

charters reference is made to a law of Massachu-
setts of 1808. In 18331 the legislature of that state
enacted a law "defining the rights and duties of
railway corporations in certain cases." This law

was included in a larger act on canals, turnpikes,
and railroads. The law of 1833 also embodied
the idea of a preamble by specifying that petitions
for the construction of a railway shall be accom-
panied by the report of a competent engineer.
Connecticut,2 in 1849, adopted a fairly compre-
hensive amendment to the earlier act relating to
railroad companies. In the first section this law
provides that all railway companies shall be sub-
ject to general laws, except when otherwise spe-
cially provided for. A similar provision to that
found in Massachusetts was embodied in the law
providing for the report of a competent engineer in
connection with the petition for a charter. The
usual provisions with respect to organization, shares
of stock, location, annual reports, and other finan-
cial affairs of railway companies were provided for.
In Maine a general law adopted in 1841 contained
the following section: "No petition for the estab-
lishment of any railroad corporation shall be acted
upon unless the same is accompanied and sup-
ported by the report of a skilful engineer, founded
on actual examination of the road and by other
evidence, showing the character of the soil, the
manner in which it is proposed to construct said

1 Laws, 1833, ch. 187 and Rev. Stat., p. 342.
2 Laws, 1849, ch. 37.

8 Rev. Stat., 1841, ch. 81.

[ocr errors][merged small][ocr errors]
« PreviousContinue »