DocketNumber: No. 8934
Citation Numbers: 61 Wash. 507, 112 P. 506, 1911 Wash. LEXIS 1110
Judges: Chadwick, Dunbar
Filed Date: 1/6/1911
Status: Precedential
Modified Date: 10/19/2024
The Tacoma Railway & Power Company having, prior to April 1, 1903, acquired a number of separate franchises and detached pieces of street railroads in the city of Tacoma, upon which separate fares had been charged and only a partial transfer system inaugurated, entered into a contract with the city, which was designed to settle existing disputes and differences, provide a single fare over all lines controlled by the railway, and to establish a transfer system
“And the payment of a fare shall entitle the passenger to a transfer to any other line within the city of Tacoma which may give and receive transfers to and from the lines operated under this franchise, and the presentation of a transfer from any other lines which may give and receive transfers shall entitle the holder thereof to passage on the cars operated under this franchise to any point within the city limits.”
The railway company had at all times a line in operation Upon Pacific avenue, thence up Ninth street to C street. This line was known as the “Old Town” line. Several of its lines ran up and down C street, so that the intersection of Ninth and C streets was a sort of common center for passenger traffic. The city terminus of the traction company’s line was on Commerce street, a street lying between Pacific avenue and C street. The traction company was owned and controlled as an opposition company, each line running to, and serving the population residing in, what is known as “South Tacoma.” The traction line crossed the railway line at several places* but there was no physical connection between the roads. Nor did the one transfer passengers to the other. Each maintained different officers and employees, and each owned and operated shops and terminals where cars were kept and repaired. A majority of the stock of the railway company is owned by the Puget Sound Electric Railway.
In the summer of 1909, the Puget Sound Electric Railway acquired a majority of the stock of the traction company* since which time, as it is said, for convenience and economy of administration, and for the mutual benefit of both roads* and especially for the advantage of the traction company, a. physical connection between the two lines has been made at the intersection of C and Commerce streets, and also at Fifty-
Since the Puget Sound Electric Railway acquired control of the stock of the traction company, that company and the railway company have been managed by the same person, and the same person has been superintendent of both companies. The manager of the railway and of the traction company is not paid by either of them, but by a concern known as the Stone-Webster Company. It is pertinent to add that the railway company is a New Jersey corporation, having at the time of the trial the following officers and board of directors: President, Russell Robb; 1st Vice President, Guy E. Tripp; Treasurer, Henry B. Sawyer; Secretary, Alvah K. Todd; Directors: T. Nelson Perkins, John S. Bartlett, Henry B. Sawyer, Chandler Hovey, Russell Robb, A. S. Michener, John R. Turner, Sidney Z. Mitchell, and Guy E. Tripp. The traction company is a Maine corporation, with the following officers and board of directors: President, Guy E. Tripp; 1st Vice President, Fred S. Pratt; Treasurer, Henry B. Sawyer; Secretary, Alvah K. Todd; Directors: A. S. Michener, E. Howard George, Fred S. Pratt, Alvah K. Todd, and Guy E. Tripp.
It is not shown, nor is any attempt made to show, that the appellant railway company owns any stock in the traction
“Fifth: On and after the first day of April, 190S, the said party of the first part [the railway Co.] shall transport any person from any point or place within the corporate limits of the city of Tacoma, on any lines of street railway owned, operated or controlled by said party of the first part to the terminus of its line in Point Defiance Park for a single fare not exceeding five cents, and the party of the first part agrees that it will from and after the date of' this agreement extend its present transfer system for a continuous trip one way to and from all lines within the city of Tacoma (and including that portion of the Point Defiance line outside of the city of Tacoma), but nothing in this section shall be so construed as to require the issuance of transfers which can be so used on parallel or other lines as to make possible for a passenger to-make a round trip for one fare, nor to prevent the party of the first part from making and enforcing all reasonable rules and regulations necessary, in its judgment, to prevent fraud.”
We would be glad to hold with the relator, for nothing can work greater hardship and inconvenience to the public than two lines of street railway, operating in the same community but denying the right of transfer. But the legal effect of such ruling would be to make a judicial decree consolidating two companies which under their franchises were designed to be competing lines, a result generally held to be void on the ground of public policy, or to work a dissolution of the corporate franchise. Not only would the majority stockholders of the traction company have a right to be heard, but the minority stockholder must have his day in court as well. The
The decisions of the supreme court of the United States and other authorities which we shall cite, sustain appellant in the legal position it has assumed. In Pullman’s Palace Car Co. v. Missouri Pac. R. Co., 115 U. S. 587, the Pullman company sought to compel the Missouri Pacific Railway Company to haul its cars over certain lines owned, operated or controlled by lease, the fact further appearing that the Missouri Pacific, owned a majority of the stock of the other lines. The supreme court of the United States held that the contract of the Pullman company was inoperative, except on the line originally contracted with, the court saying :
“The Missouri Pacific Company has bought the stock of the St. Louis, Iron Mountain and Southern Company, and has effected a satisfactory election of directors, but this is all. It has all the advantages of a control of the road, but that is not in law the control itself. Practically it may control the company, but the company alone controls its road. In a sense, the stockholders of a corporation own its property, but they are not the managers of its business or in the immediate control of its affairs. Ordinarily they elect the governing body of the corporation, and that body controls its property. Such is the case here. The Missouri Pacific Company owns enough of the stock of the St. Louis, Iron Mountain and Southern to control the election of directors, and this it has done. The directors now control the road through their own agents and executive officers, and these agents and officers are in no way under the direction of the Missouri Pacific Company. If they or the directors act contrary to the wishes of the Missouri Pacific Company, that company has no power to prevent it, except by the election, at the proper time and in the proper way, of other directors, or by some judicial proceeding for the protection of its interest as a stockholder. Its rights and its powers are those of a stockholder only. It is not the corporation, in the sense of that term as applied to the management of*512 the corporate business or the control of the corporate property.”
In Button v. Hoffman, 61 Wis. 20, 20 N. W. 667, 50 Am. Rep. 131, it was said:
“From the very nature of a private business corporation, or, indeed, of any corporation, the stockholders are not the private and joint owners of its property. The corporation is the real, though artificial person substituted for the natural persons who procured its creation and have pecuniary interests in it, in which all its property is vested, and by which it is controlled, managed, and disposed of. It must purchase, hold, grant, sell, and convey the corporate property, and do business, sue and be sued, plead and be impleaded, for corporate purposes, by its corporate name. • The corporation must do its business in a certain way, and by its regularly appointed officers and agents, whose acts are those of the corporation only as they are within the powers and purposes of the corporation. In an ordinary co-partnership the members of it act as natural persons and as agents for each other, and with unlimited liability. But not so with a corporation; its members, as natural persons, are merged in the corporate identity.”
In Exchange Bank of Macon v. Macon Const. Co., 97 Ga. 1, 25 S. E. 326, 33 L. R. A. 800, the rule is stated:
“Every corporation is a person — artificial it is true, but nevertheless a distinct legal entity. Neither a portion nor all of the natural persons who compose a corporation, or who own its stock and control its affairs, are the corporation itself; and when a single individual composes the corporation, he is not himself the corporation. In such case, the man is one person created by the Almighty, and the corporation is another person created by the law. It makes no difference in principle whether the sole owner of the stock of a corporation is a man or another corporation. The corporation owning such stock is as distinct from the corporation whose stock is so owned as the man is from the corporation of which he is the sole member.”
The case of Missouri Pac. R. Co. v. Bolling (Ark), 48 S. W. 806, furnishes a concise statement of the rule. Speaking of,
*513 “Evidence tending to prove that the St. Louis, Iron Mountain & Southern Railway Company acquired a greater part of the stock of the Little Rock & Fort Smith Railway Company, and that the Missouri Pacific Railway Company acquired a greater part of the stock of the St. Louis, Iron Mountain & Southern Railway Company, and that several of the officers ■of the last mentioned companies were the same persons,”
the court said:
“But the evidence shows that the two companies remained separate corporations, and that they, by consent, appointed or selected the same persons officers in each ■company to reduce their expenses. The facts stated do not show that the existence of one was merged in that of the other. The corporations, and their officers and stockholders, are separate persons. The stockholders and officers might be the same and the corporations different.”
To the same effect, Porter v. Pittsburg etc. Steel Co., 120 U. S. 649, 670; Jessup v. Illinois Central R. Co., 36 Fed. 735, 741; White v. Pecos Land & Water Co., 18 Tex. Civ. App. 634, 45 S. W. 207; Atchinson, Topeka & Santa Fe R. Co. v. Cochran, 43 Kan. 225, 23 Pac. 15, 19 Am. St. 129, 7 L. R. A. 414; Regina v. Arnaud, 16 L. J. Q. B. 50.
The general law is laid down in Cook on Stock and Stockholders and Corporation Law, vol. 1, § 6:
“A corporation is an entity and existence separate from its ■officers and stockholders. And the inclination of some writers to assimilate a corporation as nearly as possible to a partnership and to apply to the former the rules applicable to the latter leads only to confusion and is contrary to the law. The difference between a corporation and a partnership and the advantages of a corporation over a partnership as a means of doing business are very marked and should not be limited by construction. A corporation is an entity, an existence, irrespective of the persons who own all its stock. The fact that one person owns all the stock does not make him and the corpQration one and the same person. Although one railroad corporation owns all the stock of another railroad corporation, yet the separate existence of the two corporations continues and they are not thereby merged.”
The city council of the city of Tacoma having failed to reserve the right to compel the two companies to transfer passengers, the courts are powerless to compel such transfers, so long as they are legally independent of each other. Courts cannot make contracts or supply omissions in contracts, or bind one company by the contract of the other. It may be that, at the time the franchise was granted to the traction company, the city purposely waived the right it might have retained to compel transfers with other lines, but whether the omission comes through design or oversight, the law is the. same. The franchise and contract is binding upon both parties as it was written.
Reversed, and remanded with instructions to deny the writ.
Rudkin, C. J., Crow, and Morris, JJ., concur.