Southern Pennsylvania Iron & Railroad v. Stevens's Exr's

The judgment of the court was entered

Pejr Curiam.

The charter of the Caledonian Iron, Land and Railroad Company, passed on the 22d of March 1867, to enable the stockholders to purchase and hold lands to a large extent, and manufacture iron, lumber and fire-bricks, and to mine coal, ore, fire-clay and other minerals, was intended for a private purpose. It had nothing public in its character, the railroad being ancillary to the business, and local, and not intended for general transportation. The 2d section of the supplement of April 10th 1867 distinctly recognises the true character of the principal purpose, in authorizing the company, after organization, to proceed to purchase any lands for the business specified in the act of incorporation, increasing the quantity to 20,000 acres, and to take possession and proceed to carry out the purposes of the corporation. The title of the Act of 22d March 1867 corresponds to this purpose. It was to the stock of this land, manufacturing and mining company, Mr. Stevens subscribed, evidently intending to use his own large landed estates, called the “ Caledonian Iron Works,” which gave its name to the corporation, and was then operated by Mr. Ahl and himself in partnership, after Stevens, Ahl being one of the largest subscribers. No organization took place under this charter, and Mr. Stevens died. After his death Ahl and Jones clasped hands and projected the scheme of a railroad for general transportation, in order to interest the public and specially to benefit themselves, the former to sell his Mount Pleasant lands, and the latter to obtain a construction contract, payable in bonds, at enormous prices, from which he hoped, by inflation, to realize a fortune. Hence the Acts of 20th February 1869 and April 30th 1869. These together formed the basis of the new scheme. The contracts and transactions of Ahl, and Jones, who was the factotum of the new company, plainly exhibit their designs, while the 5th section of the Act of 20th May 1869, drawn by a skilful hand, shows that the writer thought it would be necessary to purchase the original stock in order to enable them to execute the new powers acquired for the main purpose of a railroad for general transportation. The authority was, not simply to cancel the original stock, but to purchase and then sell or cancel it. Had this intent been fulfilled as to Mr. Stevens’s stock, and Ahl had procured this with the other shares, to carry out his agreement with Jones, there would have been no fraud on Mr. Stevens’s rights. The large sum to be refunded to the estate was too powerful an attraction, and therefore this suit.

Now with all these facte before the jury, it was a fair question •whether the combination between Ahl and Jones to changejffie fundamental purpose of the original act by the new act procured by them, and divert the stock of Mr. Stevens to this new end, was not a fraud upon his estate. There was sufficient evidence to be submitted to a jury, and the verdict is therefore conclusive. This'puts an end to the action without reference to other grounds, and the other questions in the case are therefore immaterial. The other errors alleged are unsubstantial, and even if sustained ought not to reverse the judgment.

Judgment affirmed.