The Indianapolis journal. [volume] (Indianapolis [Ind.]) 1867-1904, 1900-04-20

CCTlInO0IY lIl0ICITe
sources. IL implies ownership and does not.
without qualification. include borrowed
money and IL also adopts the definition or
the word which / have quoted from the
opinion OF Chief Justice Comstock. IL Is
true that dividends are ordinarily declared
on the nominal amount OF capital stock.
urged by the State concerning the use
of the words dividend and divided In
Section %: but IL il ordinarily presumable,
where the amount OF capital stock Is un-
limited. that the nominal amount OF IL will
fairly and accurately represent the full
sum invested the capital employed.
and IL is reasonable to believe that the
Legislature meant that the State should
not hold itself bound by the nominal
amount OF capital stock In any accounting
with the corporation. IL so. either of the
parties would have the right to demand
that the nominal amount Of the capital
stock should fairly and accurately repre-,
sent the full sum invested or the capital
employed as a basis for dividends In an
accounting between them.
But IL is contended by the State that the
contract means that only so much OF the
| full sum invested by the corporation. or
| only much of the capital employed by
| the corporation as was directly contrib
uted by the stockholders themselves. IN
| their capacity as stockholders. 20 the -Jnds
OF the corporation. should be taken into
| account. Such a construction Of the con-
| tract imposes limitation upon its terms
for which there Is not any foundation In
| the contract Itself, and IL could be adopted
only by reading into the contract words
which IL does not contain. or, in short. by
the construction OF another and a different
contract between the parties. The stock
holders were really the corporation and
| they had the right and power I'm these
matters TO do through their own instru-
mentality and their own agents what they
might themselves have done directly. and
| IL could be done Just as legally and effec-
| lively in one way as in the other But the
contract was not between the State and
| the stockholders; IL was a contract be-
| tween the State and the corporations: the
grant was made TO the corporation. and
| the consideration for IL moved from the
corporation; and the contract must be
taken as having reference 10 all funds OF
! the corporation which came from Its stock
| holders. or were earned by IL, and were
| invested by the corporation In Its plant
I'm behalf of this contention OF the State
| II is urged that strict construction of the
provisions OF Section . should be adopted
| in favor Of the State. Words and phrases
in the charter not be wrested from
their legal and customary meaning by
| strict construction of them. and a strict
| by the State in support OF its present con-
tention. strict construction OF particular
| provisions in charter is required. as
| have previously stated, in determining
| whether any special privileges and i'm
| munities have been granted. or any OF the
1 powers OF sovereignty have been surren-
dered, or in short. whether an irrepealable
| contract which involves the grant or sur
| render of them by the State TO the COR
| poration has been made. But when an ir-
| repealable contract has been once estab-
| lished. as IL has been established by the
| ruling and opinions of the Superior Court.
under the present view Of the case, the
| time for a strict construction Of those pro-
visions In favor OF the State has passed.
| and the parties are on precisely the same
| footing of complete equality as other par
| ties who have entered into contractual re-
| lations.
| PURPOSE OF THE CHARTER.
Il asrrr--
expressed is not only in accordance with
the rule of statutory construction which
has been prescribed by the Legislature n
Burns's r. S. 1894. Sec. 240I. but IL also CO.
incides with the manifest purpose OF the
Legislature in the enactment Of the char
| ter. 1t described in the title as an act
to incorporate railroad company. So far
/ the title of the charter is expressive
of its purpose that was its sole purpose.
1t was certainly the primary and para
| mount purpose of the charter. All other
purposes are subordinate TO the main pur-
pose of the charter and should not re-
ceiye a construction which brings them into
conflict Herewith. The charter was not a
common school fund. The corporation was
| not an instrumentality or agent OF the
State in levying a tax on the travelling and
| shipping public for the support Of the COM
A ulOI SC0OOle. Is ndTOly possible that the
| minds of the parties met on that view OF
the contract. Such view of the charter is
| expressly contradicted by that provision of
| Section q which proposes to reduce the
| tolls and freights Of the corporal ton upon
| the contingency and within the limits
| therein mentioned which a provision
for the benefit OF the travelling and ship
| ping public instead of the common schools:
| and. far tolls and freights in excess
| of the amount 10 which they might and
should have been reduced by the State were
| charged by the corporation, after its liabili-
ty under the contract accrued. these earn
| ings equitably belong to the travelling and
| shipping public. or that part OF IL which
furnished them, instead of the common
| schools.
1.-The business of a railroad company is
to build and conduct a railroad. and IL re-
quires a great deal Of money to build and
| conduct one There was but one railroad in
| the State when this charter was adopted,
more than half a century ago. The State
| wanted more railroads and the corpora
ton really became one OF It's INSTRUMENTAL
tiles and agents for the purpose OF build
| ing a railroad across its territory Build
| ing a railroad was an uncertain and haz-
ardous enterprise, 1t was absolute
should have money, and the State intended
| that IL should have much money was
necessary for the purpose of it's incor-
| poration. The State wanted money for tire
construction and equipment of the rail-
road, more than it wanted any particular
kind OF money, or money from any particu-
/ lar source 1t was not the policy OF the
State, or the purpose OF the charter, TO re-
strict investments in the plant or prop
erty, but il was their policy and purpose
to encourage these investments In order
that the corporation might develop it's
plant and property and adequately per-
form IL duties TO the public In every way.
| THE corporation was originally au-
thorized by Section II to build railroad
from some point on the western line of
| the State eastwardly to the city of Rich
mond, and IL subsequently released
and discharged from the construction OF
| any part of said road east OF Indianapolis
| by the act of Jan. 20. 1851, and IN was au-
| thorized by the act of Feb. 16 1913, to COM
| mence operations at any point on said
| road IL there be anything In the conten-
| ton that the railroad or any part Of IL
| should have been constructed eastwardly
| instead of westwardly from such a point.
| In literal compliance with the terms OF the
! charter II might have been available IN a
| proceeding for the forfeiture Of the charter
| but IL is not available In the present suit
| and the same might be said concerning the
| time designated by the charter for the COM
| pletion OF the railroad. for that does not,
! in my opinion, form any part Of the essence
| of the contract. Hogan vs.. Railroad Com
| pany. 30 Ind. 552 Railroad Company VS.,
| Clifford. 1l3 Ind. 1901 But all further dis
| cussion OF that point Is rendered unneces-
| sary by the amendment TO the charter on
| March 6. 1866, which extended the time OF
| construction for a period Of seven years
from that date. IL Is urged on behalf Of
| the State that the railroad should be re-
| charter Nov. 30, 1856. because II ap-
| he of n ffO7