Gulf, Colorado & Santa Fe Railway Co. v. Crawford

Citations

• 67 Tex. 692
• 4 S.W. 156
• 1887 Tex. LEXIS 948

Syllabus

<p>1. Corporation.—A corporation organized for public purposes can not, except with the consent of the political authority which created it, render itself incapable of performing its corporate duties to the public, whether this be attempted by contract of lease, sale, or otherwise. Any such contract, made without legislative sanction, is void.</p> <p>2. Railway Companies.—Under the statute authorizing a railway company to borrow money to construct, complete, improve or operate its road, and to give mortgages therefor, a purchaser may acquire title to the road by sale made under a power conferred in such a mortgage, or title may be acquired by purchase under judicial sale to pay such indebtedness. After such a sale the corporate existence continues, and the purchaser becomes in effect a stock holder of the corporation.</p> <p>3. Same.—A railway company chartered under general laws can not purchase the railway of another company; it results that, since the power to make such a purchase could not exist under an original charter of incorporation, it could not be obtained through an amended charter, in the absence of legislative permission.</p> <p>4. Same.—Though the statute requires articles of incorporation to be passed on by the attorney general before they can be filed with the secretary of state, and the incorporation completed, yet that officer can not judicially determine either the purposes for which a company may be incorporated or what powers it may acquire by the act of incorporation; the law, to-be construed by the judicial department, must determine both.</p> <p>5. Corporate Power.—The rule that a corporation has only power to do such acts as its charter, considered in relation to the general law, authorizes it to do, applies to every class of corporations.</p> <p>6. Railway Company.—The Gulf, Colorado & Santa Fe Railway Company obtained an amended charter, under general law, which provided, among other things, that it might purchase the Central & Montgomery