Baltimore & Ohio Railroad v. State , 45 Md. 596 ( 1877 )

Bartol, C. J.,

delivered the opinion of the Court.

These seven appeals involve the same questions of law, and have been argued together. They arise upon suits brought by the appellee to recover from the appellant, one-fifth of the whole amount of moneys received by the appellant • fo.r the transportation of passengers on the Wasbingtom Branch of the Baltimore and Ohio Railroad from January 1st 1870 to July 1st 1875. Ko questions are raised on the pleadings; the cases were heard and determined by the Circuit Court without the aid of a jury; and the questions of law were raised in the form of prayers, of which one offered by the plaintiff was granted, and seven offered by the defendant were rejected, to this ruling of the Circuit Court the defendant excepted, and also to the rejection of‘certain evidence offered on its behalf.

The right of the State to recover one-fifth of the passenger fares received by the Railroad Company on its Washington Branch, has been established by the decision of this Court (State vs. B. & O. R. Co., 34 Md., 344,) and by the Supreme Court in the same case, 21 Wallace, 456.

The constitutionality of the Acts of Assembly constituting the contract between the State and the Railroad Company was decided by both Courts.

The defence to the present suits is based on three propositions :

1st. That the charter of the appellant constituted a contract, by which the State hound itself not to charter another Railroad Company with power to make a railroad between the cities of Baltimore and Washington, and that the subsequent charter by the State of the Baltimore and Potomac Company, and the actual construction by the latter company of a railroad between those cities, was in violation of the contract made by the State with the appellant.

2nd. That the portion of the road on which one-fifth of the passenger fares was reserved, does not include the part of the road between Baltimore and the Relay House.

3rd. That it does not include that part of the road between the District line and Washington City.

First. — The supposed contract of the State, which it is alleged was violated by chartering the Baltimore and Potomac Company, is not found in express terms in the charter of the appellant, or in any of the supplements thereto; but it is contended that it exists by implication arising from the 8th section of the Act of 1831, ch. 330.

This Act .is supplementary to the Act of 1830, ch. 158, by which power had been given to the appellant to construct the Washington Branch road. The 8th section contains these words:

“And if the said company shall not complete the said road with at least one set of tracks, so as to he used and travelled on from the commencement of it as authorized by this Act, to the District of Columbia, within three years after the commencement of the actual construction, the Legislature hereby reserve the right to incorporate another company, or to authorize any other persons in their discretion to lay out and make a . railroad on, and over any ground, and in any direction between the city of Baltimore and the District of Columbia, anything in this Act, or in the Act to which it is a supplement, to the contrary notwithstanding.”

The argument of the appellant is that the effect of this section was to create a contract, prohibiting the State from authorizing the construction of any other railroad between Baltimore and Washington, provided the appellant should complete its road within the time prescribed by the Act. This is not expressed in the words of the section; they declare what is reserved by the State, and do not surrender any right or power belonging to the State. It would be contrary to well settled rules of construction to hold that the sovereign power of future Legislatures has been surrendered by implication.

The principle is well established that “ Charters are to be construed most favorably to the State, and that in grants by the public nothing passes by implication.” Charles River Bridge vs. Warren Bridge, 11 Peters, 544.

As said by the Supreme Court: “The principle is this ; that all rights which are asserted against the State must be clearly defined and not raised by inference or presumption. Binghampton Bridge, 3 Wal., 75.”

And in Jefferson Br. Bank vs. Shelly, 1 Black, 446, the same Court said : “that neither the right of taxation, nor any other power of sovereignty, will be held, by this Court, to be surrendered, unless such surrender has been expressed in terms too plain to be mistaken.”

This rule of construction of public grants and charters has been universally accepted as sound. Applying it to the present case, we do not find in the section above quoted, any such contract on the part of the State as is now maintained by the appellant. If however the section could be susceptible of the construction put on it by the appellant, it would afford no answer or defence to these suits. The railroad was not constructed under, or in accordance with the provisions of the Act of 1831, ch. 330. The scheme thereby devised proved a failure, and it became necessary for the Legislature to pass the Act of 1832, ch. 175, which was accepted by the company and under which the Washington Branch was constructed. By this Act the State relinquished valuable rights which she had under the previous laws, and by section 8, the company contracted to pay the one-fifth of the passenger fare. Sec. 12 provides that the time limited by the 8th section of the Act of 1831, ch. 330, for the commencement and completion of the road shall he extended to the time therein named, and omits altogether the words contained in the 8th section of the Act of 1831, ch. 330, which are relied on by the appellant as creating a contract on the part of the State not to charter or authorize the construction of another railroad between Baltimore and Washington. Sec. 15 repeals all parts of previous legislation inconsistent with the provisions of the Act of 1832.

The contract ou the part of the appellant to pay the one-fifth, was entered into by the Act of 1832, in consideration of valuable aid and benefits conferred by the State. It is a contract entirely independent of any condition contained in the Act of 1831, even if that Act could he construed as containing any condition, or any surrender or limitation of the power of the State to authorize the construction of a rival railroad; hut in our judgment it cannot properly he construed to have any such operation or effect.

It follows that the first, second and third prayers of the appellant were properly refused. These prayers are obnoxious to objections on other grounds; hut it is not necessary to advert to these more particularly, as we are of opinion that the supposed contract on the part of the State, upon which they are based, has no existence.

For the same reason before stated, we affirm the ruling of the Circuit Court, on the plaintiff’s exceptions to evidence offered by the defendant and set out in the bill of exceptions.

2nd. The next ground of defence is that the contract to pay the State one-fifth has no reference to that part of the road between Baltimore and the Relay House, and in computing the sums to which the State is entitled, the passenger fares on that portion of the road must he left out of the computation. This proposition is asserted by the defendant’s seventh prayer, and its decision depends upon the construction of the several Acts of Assembly relating to the subject. These are the Acts of 1830, ch. 158 ; 1831, ch. 330 ; 1832, ch. 175 ; 1836, ch. 261; 1844, ch. 103; 1845, ch. 370 and 1852, ch. 328. These have been carefully examined, and in our opinion, must he construed as making the contract with reference to the one-fifth payable to the State, apply to and embrace the whole road between Baltimore and Washington.

The argument on the part of the appellant is based on the fact that the Washington Branch as actually constructed, commenced at the Relay House nine miles from Baltimore, the road between that point and Baltimore having before been constructed and in actual operation, as a part of the main line of the Baltimore and Ohio Railroad Company, then extending west towards the Ohio. But while in one sense, the Washington Branch began at the Relay House, it is obvious from a careful reading of the several Acts of Assembly to which we have referred, that the contract of the appellant related to and embraced also that portion of the road between the Relay House and Baltimore, and the one-fifth secured to the State was one-fifth of the passenger fare upon the whole road between Baltimore and Washington.

This opinion is confirmed by the acts of the parties under the contract, showing that for a long series of years, both the State and the Railroad Company have so construed it. Where the meaning of a contract is doubtful, the construction put on it by the parties, and their acts under it, may be resorted to, to determine its true construction. Citizens’ F. I. Co. vs. Doll, 35 Md., 101; Chicago vs. Sheldon, 9 Wallace, 54; Railroad vs. Trimble, 10 Wallace, 54.

But in our opinion the terms of the contract as expressed in the Acts of Assembly, are in this respect, free from doubt or ambiguity. It is evident that neither party contemplated, that in computing the one-fifth to be paid to the State, any portion of the road between Baltimore and Washington was to be excluded from the computation. Eor these reasons we think there was no error in refusing the appellant’s seventh prayer.

3rd. With respect to the portion of the road within the District, it is very clear that it was comprehended in the terms of the contract, which as we have said, applied to the whole road between the two cities.

Although the road within the District was authorized by and constructed under the Acts of Congress, there is no doubt of the power of the appellant, to include it within the teims of the contract, nor is there any well founded constitutional objection to the contract on that account. It has been objected in the argument, that the Acts of Assembly are in conflict with the Acts of Congress, in requiring the Company to collect higher rates of fare in the District than the Acts of Congress allowed. If this were so, it would afford no defence to these suits-; but from an examination of the Acts of Congress relating to the Railroad Company, we think no such conflict exists.

The fifth and sixth prayers were therefore properly rejected. The fourth prayer asserts that the contract securing to the State the one-fifth of passenger fares is unconstitutional, because in conflict with the Constitution of the United States. The particulars in which this alleged unconstitutionality consists, is not stated. We think the question raised by this prayer has been settled by the decision in 21 Wallace, 456, before referred to, the prayer was properly refused.

(Decided 1st March, 1877 )

It follows from what has been said that the plaintiff’s prayer was free from objection and there was no error in granting it. Finding no error in the rulings of the Circuit Court the judgments in these several appeals will he affirmed.

Judgments affirmed.