Alexandria gazette. [volume] (Alexandria, D.C.) 1834-1974, 1875-11-19


by virtue OF cert lln arrangements between them
would enure to the bcreht Of the plaintiff 1t
claims that the city authorities have bound
themselves, as 1t were by contract With e
W., a. Il U. Co., the obligation of which they
are now seeking to mpalr, and that the plain
TN having acquired the rights conferred by
that contract are authorized to resist it's iufrac.
ton, or II the claim is not that of contract it
IS that the conduct of the city has given the
Washington, Alexandria and Georgetown Com.
pany vested rights, which now enurs to the
benefit OF the plaintiff, and which the city now
seeks 10 destroy. However, the pretenslons of
the plaintiff may be stated, it claims the rights,
| which it now asserts, through the Washington,
al, xauura and Georgetown Railroad Company,
aud the proposition Is involved, that the last
mentioned Was corporation capable of receiv-
Ing and transmitting those rights. This is INC It
energetically denied 10 The answer of the City
Council. 1t is denied With emphasis that the
Washington, Alexandria and q georgetown Rail
| road Company Is or ever was corporation
such as it claimed to be. Now it has been can
tended that, IN this suit this Court is power
less to determine whether it was or was not a
corporations; that this can ouly be done by quo
warranto or scre tacias. This is Very true if
the object here was TO determine the cor
porate existence Of corporation, but I
| apprehend that, 10 any case, either at
law or IN equity, where corporation
| invokes the aut horty Of the Court, the defen.
| daut can put its corporate existence 10 issue,
and that issue the Court is as much bound t.
decide as any other Ii this be so, and | pre-
sumo it will Dot be seriously questioned, can it
De possible that the complainant can come into
Court for the assertion of rights dependent
upon the existence OF another corporation
| averrlng the existence of that corporation; max
| ing that existence the very body aud tounda-
| ton OF Its claim, and when the defendant de-
MES such existence be allowed to shelter itself
under such rule? think not. The plain
| TIT does DOT claim t. be the immediate grantee
OF the city, it | may use the expression,
| Its immediate grautor is the corporation whose
| existence the city denies 1t seems t f., me then
To be OF the very essence oil the title it asserts
| 10 show that Its grantor Was capable of recelV-
log aud transferring rights. 1t is pant of the
! burden the plaintiff has voluntarily assumed 10
Invoking the aid Of the Court. | shall there
| fore proceed to enquire whether the Washing
tn, Alexandria and G .orgct ,wn Railroad Com
pany ever had any corporate existence capable,
10 the language OF the answer, OF receiving and
transmitting the rights and privileges the
plaintiff DOW seeks to cntorce. 1t has already
! been seen that the effect of the sale under the
deed of trust by which this SO called company
! acquired possession OF the property of the
complainant, aud the eff ct of the first act of
| Assembly OF February, 1863, has been passed
upon by the Court of Appeals; and the pre-
| tended sale, and the act by which it was intend-
ed to cure any detects 10 the title thereby de-
rived, have been declared Gull and void This
corporation then if corporation it be, derives
| existence from the act Of January 1854 Of
course the last act so far as it undertakes to do
what the Courts have declared was a vain thing
| 10 the act OF 1863 is equally Rugat Try AMI in
ettectual. Its ratification OF the sale by impli-
cation is certainly of no more force and effect
tban the direct confirmation Of the sale by the
first act. Indeed, | understand the learned
counsel Tor the plaintiff to concede that this
company acquired no corporate existence under
the sale or under either act so far as they sought
to validate the sale. 1t therefore only remains
to luqulre whether the act of January, 1854,
| independently OF the sale Or any mention there
| OF IN said act, created this company Q body
corporate, with the rights and powers which
are now claimed crit. And here will remarke
| that am not ignorant that corporation may
be created by implication. Judge Dillon, in
his valuable treatise on Municipal Corporations,
powers and privileges are conferred Oh body
| of men or upon the residents or Inhabitants OF
a town or district and if these caunot be ex-
erclsed or enjoyed, and it the purposes iotended
cannot be carried iut) effect without acting in
corporate capacity, corporation Is to that ex-
tent created oy implication. The question turns
upon the intent of the Legislature and this can
be shown constructivelg as well as expressly"
Ibis authority is of value not only as show
ing that corporations may be created by mpli.
cation, but that the whole question is one of
legislative lUttut. Ii this be 50 can it for one
moment be supposed that the Legislature
which had, 10 1868, kassed an act which, il
valid, land the Legislature of course presumed
1t to De valld). had already Recognized and rat
III I'd the sale, the effect of which was t. cIol he
this company with all the corporate powers be.
fore enjoyed by the Alexandria and Washing
ton railroad, would turn round and erect that
lrt1 corporation which it had thus solemnly,
Within less than year, declared was even then
u corporation? But to say that the act of 1864
created corporation not only stultifes the
Legislature in making it create 10 1864 that
which the act Of 1868 declares then existed,
but the act of 1864 declares the same thing.
ln the very first section of the act it is declared
that the Washington, Alexandria and George
to"D Railroad Company, corporation lawfully
succeeding, by purchase under deed of
trust to all the franchises, rights and priv
eges heretofore granted to the Alexandria aud
Washington railroad, may Increase its capital
stock, &c. Now, if this recital be true, aud it
is to be presumed that the LEGISLATURE believed
it to be true, then this corporation had been in
existence ever since the sale took place. As "a
matter of course then the Legislature, by the
act Of 1864, did not intend to create corpora
ton.
Again, there is an utter absence in this act
OF all the phraseology usual ou such OCCASIONS
There is no authority given the company to
have a seal, ito sue or be sued" or to have
perpetual succession No officers are provided
for; no president; no board of directors; no cor
porators naned; no object stated; no powers
conferred except those already referred 10 of
borrowing mouey aud increasing the capital
stock. Not that am to be understood as say
ing that these provisions are to be found 10 all
charterS-many, if not most of them, may be
absent and still cornnratinn may be created-