Dryden v. Grand Trunk Railway of Canada , 60 Me. 512 ( 1872 )

Walton, J.

The doctrine that the charter of a private corporation creates a contract between the corporators and the government, which cannot be impaired by subsequent legislation, can never be invoked by foreign corporations. Their charters may create contracts between them and the governments by which they are granted, but not between them and other governments. No State or government can create a corporation and confer upon it the right to do business in another State, or within another jurisdiction, in violation of the local law. Not only their manner of doing business, but the kinds of business which they may do, are entirely and unrestrictedly under the control of the local legislative authority. Bank of Augusta v. Earle, 13 Peters, 586; Paul v. Virginia, 8 Wallace, 168.

The Grand Trunk Railway Company of Canada is a foreign cor-. poration. Its charter imposes no restrictions upon the legislative authority of this State. This the learned counsel for the company will probably concede.

But it is claimed that as lessees of the Atlantic & St. Lawrence Railroad Company, they ‘ operate said road under the same powers and privileges, and subject to the same liabilities,’ as those con ferrred or imposed upon that road.

Their lease undoubtedly secures to them many of the privileges, and subjects them to many of the liabilities of that company; but not to all of them. For an abuse of their charter they are amenable only to their own government, — they cannot be proceeded against for the purpose of having it annulled in the courts of this State; nor can the legislature of this State amend, alter, or revoke it.

Nor can they claim the same immunity against hostile legislation. Their charter is the act of a foreign government. It creates no obligations, imposes no restraints upon the legislative authority of this State.

Nor does their lease. For without stopping to consider whether it would be competent for two corporations, by an agreement between themselves, to deprive the State of its legislative authority over one of them, it is enough to know that in this case no attempt of the kind has been made. On the contrary, the lease declares in express terms that the lessees are to have and to hold the property, and the rights and privileges, thereby demised, subject not only to all the laws then in force, but to such also as the legislature might thereafter enact. And the act granting the Atlantic & St. Lawrence company permission to lease its road, is equally explicit. It declares that nothing therein contained shall in any manner limit or circumscribe the power of the legislature to enact such laws affecting the rights, privileges, or duties of said company, as it might deem proper.

We fail to discover any ground on which the Grand Trunk Railway Company of Canada can claim the right to do business in this State exempt from legislative control. Certainly not by virtue of théir charter, for that is the act of a foreign government, and has no force in this State. Not by virtue of their lease, nor by virtue of the act granting the Atlantic & St. Lawrence Railroad Company permission to make it, for they both expressly negative any such right. In short, we fail to discover any ground on which such a claim can be supported.

Our conclusion, therefore, is, that the act of 1871, c. 223, which declares that no railroad company shall limit the right of a ticket-holder to any given train: but that such ticket-holder shall have the right to travel on any train, whether regular or express train, and to stop at any of the stations at which such train stops, and that such ticket shall be good for a passage as above for six years from the day it is first used, is obligatory upon the defendants; and that it is their duty, when doing business in this State, to conform to it.

The plaintiff was wrongfully ejected from the defendants’ cars, and, upon the agreed statement of facts, is entitled to recover.

Judgment for plaintiff.

Damages, $200.

Appleton, C. J.; Dickerson, Barrows, and Danforth, JJ., concurred.