[Argument of Counsel from page 51 intentionally omitted]
Mr. Daniel W. Knowlton, of Washington, D.C., for respondent Interstate Commerce Commission.
Mr. Samuel W. Sawyer, of Kansas City, Mo., for respondent Kansas City Terminal Ry. Co.
Messrs. Charles H. Woods, of Chicago, Ill., Jonathan C. Gibson, of Washington, D.C., E. A. Boyd, Bruce Scott, Walter McFarland, W. F. Dickinson, and W. F. Peter, all of Chicago, Ill., J. M. Souby, of Omaha, Neb., Francis W. Clements, of Washington, D.C., and H. H. Larimore, of St. Louis, Mo., for respondents Atchison, T. & S.F. Ry. Co. and others.
Mr. Justice ROBERTS delivered the opinion of the Court.
This cause calls for the application of familiar principles governing the issuance of the writ of mandamus. The petitioners urge that the courts below erred in denying the writ. For an understanding of the contention the circumstances out of which the litigation arose should be stated.
Prior to the year 1906, ten railroads entering Kansas City used a union depot. Two others, the Chicago Great Western and the Kansas City Southern (the petitioners), used the station belonging to the latter. The union station was inadequate, and there was agitation for better facilities. As a consequence, the ten roads set about to acquire the necessary property and rights and to construct a new union terminal. The instrumentality created for the purpose was the respondent the Kansas City Terminal Railway Company, a corporation organized by the railroads, for whose stock they subscribed in equal shares. This company acquired from the constituent roads and from others the property and franchises requisite to the construction of the terminal. In addition to the moneys subscribed for stock, the terminal company borrowed in excess of $50,000,000.
The financing and operation of the project was governed by an operating agreement between the railroads, the terminal company, and a trustee, which provided, amongst other things, for the construction, maintenance, and operation of the terminal and its use by the proprietary companies throughout a term of two hundred years; equal ownership of the terminal company's stock; the admittance of other railroads on equal terms as to ownership of stock and use of the property by consent of two-thirds of the participants not in default under the agreement; issuance and sale of the terminal company's bonds secured by mortgage on its property; payment by each proprietary road of an equal share of taxes and governmental charges of the company and of interest and principal of its mortgage indebtedness; payment of a defaulting railroad's share of these charges by the remaining proprietaries in equal shares; exclusion of any defaulting road from the use of the facilities; the sharing of expenses of maintenance and operation by the using companies in proportion to each one's use. The stock of the terminal company was deposited with a trustee, subject to a voting trust, to prevent its transfer to any one not a party to the operating agreement. The roads also assigned the operating agreement to the mortgage trustee as additional security. In 1910 the petitioners became parties to the agreement pursuant to its provisions.