Milwaukee & Northern Illinois Railroad v. Field , 12 Wis. 340 ( 1860 )

By the Court,

Dixon, C. J.

It is very evident from the provisions of the act of March 11th, 1859, that no new corporation was contemplated. It purports to be, and is, in fact, only an act changing the name of the old corporation, and making some slight amendments of its charter. If the name had not been changed, we doubt whether the counsel would ever have insisted that its provisions amounted to the creation of a new company. If the legislature had merely changed its name, by declaring that the Fox Eiver Valley Eailroad Company should thereafter be known and called the Milwaukee and Northern Illinois Eailroad Company, and thereafter should sue and be sued by that name, &c., there can be little doubt that it would in law have been quite as effectual for the purposes intended, and that the company known by this new name would have succeeded to, or rather continued in, all the rights which it formerly possessed. It certainly cannot alter the question that the legislature have expressly declared that such shall be the effect of the act. Nor does this declaration afford any rea-gon for gaying that a new corporation was created. Neither we think that the act made, or authorized the company ina^:e) any change in the line of its route between the city 0f Milwaukee and the state line. After having changed its name, the act provides that nothing in it shall be construed to release any stockholder from his or her subscription theretofore made to the capital stock of the company; and that all money which shall thereafter be jeaid on subscriptions made to the Eox Eiver Valley Railroad Company, or which shall be realized on securities given or to be given, shall bo received and receipted for in the name of the Milwaukee and Northern Illinois Railroad Company, and shall be faithfully and exclusively applied by it, the same as under the old title, to the construction of the said company's line of road,from Milwaukee to the state line; that holders of stock under the old, shall be entitled to receive in exchange certificates of stock under the new title ; and that the company under its new title shall he authorized to use all the rights, privileges and immunities contained in its charter as the Fox River Valley Railroad Company. Whether called by the old or the new name, it is spoken of throughout as one and the same company; and where the act declares that “ the moneys realized shall be faithfully and exclusively applied as under the old title to the construction of the company’s line of road from Milwaukee to the state line,” it must be understood as the line which was established by the charter.

The repeal of section ten of the original charter can by no means be said to deprive the company of the power to build the road from Rochester to Waukesha. Its authority to do this is conferred by section nine, the provisions of which are left unimpaired. Its repeal operates generally to remove the restrictions, as to the time of the commencement and completion of the road, which were imposed by it. Nor can we say that the declaration that the moneys realized shall be applied faithfully and exclusively to the building of the road from Milwaukee to the state line, operates to prevent the construction of that portion of it which extends from Rochester to Waukesha. When construed in connection with section nine and other parts of the charter,which remain in full force, it amounts merely to a legislative postponement of the construction of the latter part of the road, until the former shall be completed.

This view of the statute of 1859 disposes of most of the objections raised"by the respondent’s counsel. There is cer: tainly no room for saying that the stipulation for the application of the moneys subscribed, to the construction of that portion of the road extending from the village of Eochester to the city of Milwaukee, is against public policy. The argument of the appellant’s counsel is a complete answer to this objection.

The powers conferred on the board of directors by the sixth section, are ample for the purpose of enabling them to agree to pay interest' on the stock subscribed and paid for, until twelve miles of the road should be completed and in operation. In respect to all contracts, covenants and agreements touching their corporate affairs and business, the power conferred upon the directors of this company is of that enlarged and plenary character usually found in the charters of railroad corporations in this state ; and it is not the province of this court, by violating the rules of plain grammatical analysis, to restrain or abridge this power, simply because it has been improvidently exercised by the managing officers, or exerted in a manner seriously detrimental or injurious to the best interests of the corporation or its stockholders. This court is no more the guardian of the interests of corporations than of private individuals; and can no more protect them from the effect of hasty or ill advised bargains or agreements, provided they have the authority to make them, than it can individuals. We know of no authority of law for drawing any such distinction. The question of what powers the company should possess, was a matter of legislative discretion in the first instance, and the legislature having exercised it, it is not for this court to say that they were improperly granted. As to past transactions, the evils, whatever they may be, must be endured. As to the future, the power of correction, if its exercise be needed, lies with the legislature.

The objection, that a new suit should have been commenced after tbe change of name, we do not understand to be insisted upon. If it were, it is too technical to be countenanced in these days of liberality in all matters of amendment.

Many of the points so properly raised and so ably argued by the counsel in their printed briefs, have not received our attention in this opinion, partly from want of time, but principally because the appearance of those arguments in the report seems to render comment or discussion by us unnecessary.

The judgment of the county court must be reversed, and a new trial awarded.