Daily Kennebec journal. [microfilm reel] (Augusta, Me.) 1870-1975, 1901-06-01
a&aam.tl,0r


VI S'iid towns and by the railroad COM
"'ISsiohers Of this State:
! In witness whereof. The said Jewi~-
.o''' brunswick 4 Bath Street Rail-
way mas caused tits instrument 10 no
| executed In its name and behalf ana
us corporate seal to be hereto affixed
py II. NJ Heath. it's president. and by
! W. l. Mason. its treasurer who sew
crafty covenant that they are herclnto
u"iy authorized by vote of the stock
holders of said company, all on the
day and year first above written.
"'ghco. scaled 3nd delivered in pres
cnce OF Weston Thompson.
LEWISTON. BRUNSWICK g. BATH
STREET RAILWAY.
Ey ii. NJ. Heath. President.
NJ. I. Mason. Treasurer.
Whether there was anything in the cali
OF this me citing which authorized the vot3
of the Stockholders. the record is entire
~ silent.
Ii this location is a part of the fran
chise of tine l.. Il. & l.. Rallrway as we
th!nk L Is, and as the Illinois court has
decided. then this action of the company
would seem to be prohibited by Chapter
"a. +, l.. of 1871, which provides that mo
corporation shall sell, lease. or in any
manner part with It's franchises except
with the consent Of Il" stockholders 1T
an annual or special nicotine the call for
which shall give notice with the subject
matter of the proposed sale, lease or con
sQlidatlon.''
1t is contcrded. however. that this act
OF 81 does not apply except where al of
the franchises are 10 lie sold We can no.
50 read the statute.
Besides the act of 1891. Chap ST. only
Incorporates into the statute the general
rule that corporations at special or gen
Cral meetings can only act upon those
matters embraced in the call; and it is
not pretended that there was anything in
the call for this meeting which gave any
notice that such an important matter WAS
TO he acted upon.
But more serious objection to this
octiCn of the company is found in chapter
81, of the Revised Statutes. Sect. "a as
amended by chapter !, OF the L. l.. of r9l.
which provides that no corporation can
assign ITS charter. or any rights under il:
lease or grant the use or control of its
road or any part of it. or diycst itself
thereof. without the consent of the lc sis-
laturc. But this shaI not bc construed
to prevent contracts between corpora
tons asserting thereto.
'On 4 complaint of viola ton of these
provisions by any person the attorney
general shall file an information in the
nature of quo Warranto against the cor
poration, and the court may enter such
decree IS justice and equity require"
This is Il general law and must he APP
piled to street railways, as well as steam
railways: for the constitution Of the
state. section II or arucie ;. part Cd, pro-
vides that Corporations shall be formed
under general laws. and shall not De
created by special acts of the Legislature.
eNcep. for municipal purposes. and in
cases where the objects of the corpora
ton can not otherwise be obtained And
however formed. they shall forever be
subject To the general laws of the state
We have examined with care the char
| ter of the l.. Il. X Il. ST. Ry. and We find
in IL no authority to lease or sell or dis
pose of in any way. any part of its fran
chise. and the deed from the Lewiston.
Brunswick and Bath Street Railway
signed ana acknowledged on the 9th day
of May: which is above copi,d. We regard
as wholly ultra wires. and void.
There seems to us 10 be another insup-
| cradle objection to this proceeding. Tine
| Lewiston. Brunswick and Bath ST. Rail
bonds These bonds are distributed
throughout the state. and in other states.
| The company made Il decd to the Water
willie trust GO. to secure the bondholdcrs
| of said l.. Il. IL l.. Il. K. Co.
| Said coed or mortgage covers AL the
right. title and interost, estate and prop
! ertE of said company. in ana to all ana
| singular. the electric railway ana ran
| ways now or hereafter owned. leased.
constructed. operated and maintained by
| ne said company. in AuhJEn. Lewiston,
! Lisbon, TopshaiC. Brunswick. West l;ath
and Bath and elsewhere in said state of
Maine. Also all water rights and al tn
ways and rights of way now or hereafter
| acquired by the said company
This mortgage was executed i'll the Eth
day of jane. 1898. This decd or mortgage
| of course covers all OF the location in the
| town of Brunswick. which the company
then had or which it might afterwards
| acquire. so that when the location was
approved by the municipal officers oi
Brunswick in Dec, -. ard the location
was accepted by the company, we think
i; became Immediately a part of the ran
| chisc and could he held by the trust
| MORTGAGE for the benefit Of the mort
gage bnndholderS.
| The attorney for the petitioners seems
| TO admit this. but he claims that under
the mortgage there was clause which
provides that the said trustee has fun
power at its discretion. unon the written
! request of the street railway company
Uhc l.. l.. * 3. Ry. Coz to convey by
way of release or otherwise. to the per
sons designated by the said street raj
mcnt of the said trustee shall not be
necessary for use in connection with any
Of the works of the said street railway
| or the business thereof.
| And so on the 18th day of May. A. ID.
! 1901. by request of the president of th,
| Lewiston Brunswick x Bath Railway,
| the said w atervlle Trust Company dlI
attempt to release. in consideration of on"
dollar to the Portland and Brunswick
Street Railway Go. al the right. title ana
| interest that the Lewiston. Brunswick {.
| Bath Street Railway and the said Water
| vile Trust Company as trustee atorc-
said now has under the location hereto
| fore approved by the scleCtmcn oi Bruins
wick in said Brunswick from the corner
| of Main and Pleasant street. thence our
said Pleasant street to the boundary line
between Brunswick and freeport.
We do not understand the clause IN tn"
mortgage giving the trustee the right to
convey or release any land or property as
giving a right to release any of the fran
chisc of said railway.
| If 1t can pe so construcd--if the Water
VILE Trust Co. can thus release i've miles
| of franchise Of the l.. i. & b. K. Il. out
from under the mortgage boEdhoders,
thev can release the franchise of any toh-
or five mics Of the road can cat the road
| in two along the line al any point.
| We can not SO construc the language o.
the mortgage. Mile the franchise OF tn,
road may be property, in q certain sense,
we do no: believe for the reasons given,
| that this mortgage ever authorized tic
| Naterville Trust Go. without any consid-
| Grafton cXcop: the normal consideration
Of one dollar and without any real con-
| rideratiOn whatever. to release any part
| of the franchise Of this railroad. We
| think the mortgage bondholdcrs are to be
nro;ected 10 a ~reatcr extent than this.
| For the reasons which we have given
we do not think We have the legal right
| fo anproVe the location as proposed; and
| as we cannot approve the location, the
| question of puD..c convenience becomes
immaterial.
Dated at Augusta. this Esd day Of May,
A. ID. 1901.