McCray v. Junction Railroad

¶1In 1852, Me Cray subscribed stock in the Junction Railroad Company, it then having a charter for a road from Rushville to the Ohio state line.

¶2In 1853, said company consolidated with another railroad company, having a charter for a road from Rushville to Indianapolis, without the previous or subsequent assent of McCray. An act of the legislature of February 23, 1853, gave the consent of the state. In 1855, the company sued Me Cray for his stock, and he resisted the payment, on the ground of the consolidation above mentioned.

¶3As the state consented to the consolidation, the act of the companies in malting it,'is not void; but that act constituted so great a change in the companies committing it— bound them to so wide a departure from the original purpose of either company, that it furnished a cause for the discharge of stockholders not consenting to it. Nothing in the original charter of the Junction company, authorized so radical a change. See Carlisle v. The Terre Haute, &c., Co., 6 Ind. R. 316; and Fisher v. The Evansville and Crawfordsville Railroad Company, at this term (1). In Carlisle’s case, supra, one road was made into two. In this case, two roads are made into one (2).

¶4The judgment is reversed with costs. Cause remanded for further proceedings, with leave to amend.

¶5The Same Case Reconsidered.

¶6On the 5th day of the May term, 1856, the foregoing opinion was delivered, reversing the judgment below. On the 21st day of the same term, the decision was set aside, and the cause immediately submitted by agreement. Since then, we have carefully examined the main question, and we are all- agreed that the judgment below should be reversed.

¶7After the consolidation, it is so clearly not the same corporation to which McCray subscribed, that there is no room for argument. Unless he, in some way, consented to it, he is clearly discharged. The relation between a railroad company and a stockholder is one of contract; and any legislative enactment which, without his assent, authorizes a material change in the powers or purposes of the corporation, not in-aid of the original object, if acted upon by the corporation, is not binding upon him. Sparrow v. The Evansville, &c., Railroad Co., 7 Ind. R. 369. See, also, Fisher v. the same company, 7 Ind. R. 407, where the case of Carlisle v. The Terre Haute, &c., Railroad Co., 6 Ind. R. 316, is referred to and approved.

¶8So far as this Court is concerned, it must be regarded as res judicata. We are unanimous, that the judgment below should be reversed.