THE GOVERNMENT OF THE PHILIPPINE ISLANDS, PETITIONER, VS. THE MANILA RAILROAD COMPANY AND JOSE PAEZ, AS MANAGER OF SAID COMPANY, RESPONDENTS.

This is a petition in the Supreme Court for the extraordinary legal
writ of mandamus presented by the Government of the Philippine Islands,
praying that the writ be issued to compel the Manila Railroad Company
and Jose Paez, as its manager, to provide and equip the telegraph poles
of said company between the municipality of Paniqui, Province of
Tarlac, and the municipality of San Fernando, Province of La Union,
with crosspieces for six telegraph wires belonging to the Government,
which, it is alleged, are necessary for public service between said
municipalities.

The only question raised by the petition is whether the defendant
company is required to provide and equip its telegraph poles with
crosspieces sufficient to carry six telegraph wires of the Government,
or whether it is only required to furnish poles with crosspieces
sufficient to carry
four wires only.

It is admitted that the present poles and crosspieces between said
municipalities are sufficient to carry four telegraph wires and that
they do now carry four telegraph wires, by virtue of an agreement
between the respondents and the Bureau of Posts of the Philippine
Government. It is admitted that the poles and crosspieces now existing
between said municipalities are not sufficient to carry six telegraph
wires.

The petitioner relies upon the provisions of section 84 of Act No.
1459. Act No. 1459 is the general Corporation Law and was adopted by
the United States Philippine Commission on March 1, 1906. (Vol. 5, Pub.
Laws, pp. 224-268.) Section 84 of said Act provides:

“The railroad corporation shall establish along the
whole length of the road a telegraph line for the use of the railroad.
The posts of this line may be used for Government wires and shall be of
sufficient length and strength and equipped with sufficient crosspieces
to carry the number of wires which the Government may consider
necessary for the public service. The establishment, protection, and
maintenance of the wires and stations necessary for the public service
shall be at the cost of the Government.” (Vol. 5, P. L., p. 247.)

The plaintiff contends that under said section 84 the defendant
company is required to erect and maintain posts for its telegraph
wires, of sufficient length and strength, and equipped with sufficient
crosspieces to carry the number of wires which the Government may
consider necessary for the public service, and that six wires are now
necessary for the public service.

The respondents answered by a general and special defense. In their
special defense they contend that section 84 of Act No. 1459 has been
repealed by section 1, paragraph 8 of Act No. 1510 of the United States
Philippine Commission (vol. 5, P. L., pp. 350-358), and that under the
provisions of said Act No. 1510 the Government is entitled to place on
the poles of the company1 four wires only. Act No. 1510 is the charter
of the Manila Railroad Company. It was adopted by the United States
Philippine Commission on July 7, 1906. Section 1, paragraph 8, of said
Act No. 1510 provides:

“8. The grantee (the Manila Railroad Company) shall
have the right to construct and operate telegraph, telephone, and
electrical transmission lines over said railways for the use of the
railways and their business, and also, with the approval of the
Secretary of War, for public service and commercial purposes, but these
latter privileges shall be subject to the following provisions:

“In
the construction of telegraph or telephone lines along the right of way
the grantee (the Manila Railroad Company) shall erect and maintain
poles with sufficient space thereon to permit the Philippine
Government, at the expense of said Government, to place, operate, and
maintain four wires for telegraph, telephone, and electrical
transmission for any Government purpose between the termini of the
lines of railways main or branch; and the Philippine Government
reserves to itself the right to construct, maintain, and operate
telegraph, telephone, or electrical transmission lines over the right
of way of said railways for commercial, military, or governmental
purposes, without unreasonably interfering with the construction,
maintenance, and operation by the grantee of its railways, telegraph,
telephone, and electrical transmission lines.”

To answer the question above stated, it becomes necessary to
determine whether section 84 of Act No. 1459 is applicable to the
Manila Railroad Company, or whether the Manila Railroad Company is
governed by section 1, paragraph 8, of Act No. 1510. As has been said,
Act No. 1459 is a general law applicable to corporations generally,
while Act No. 1510 is the charter of the Manila Railroad Company and
constitutes a contract between it and the Government.

Inasmuch as Act No. 1510 is the charter of the Manila Railroad
Company and constitutes a contract between it and the Government, it
would seem that the company is governed by its contract and not by the
provisions of any general law upon questions covered by said contract.
From a reading of the said charter or contract it will be seen that
there is no indication that the Government intended to impose upon said
company any other conditions or obligations not expressly found in said
charter or contract. If that is true, then certainly the Government
cannot impose upon said company any conditions or obligations found in
any general law, which does not expressly modify said contract.

Section 84 of the Corporation Law (Act No. 1459) was intended to
apply to all railways in the Philippine Islands which did not have a
special charter contract. Act No. 1510 applies only to the Manila
Railroad Company, one of the respondents, and being a special charter
of said company, its adoption had the effect of superseding the
provisions of the general Corporation Law which are applicable to
railroads in general. The special charter (Act No. 1510) had the effect
of superseding the general Corporation Law upon all matters covered by
said special charter. Said Act, inasmuch as it contained a special
provision relating to the erection of telegraph and telephone poles,
and the number of wires which the Government might place thereon,
superseded the general law upon that question.

Act No. 1510 is a special charter of the respondent company. It
constitutes a contract between the respondent company and the state;
and the state and the grantee of a charter are equally bound by its
provisions. For the state to impose an obligation or a duty upon the
respondent company, which is not expressly provided for in the charter
(Act .No. 1510), would amount to a violation of said contract between
the state and the respondent company. The provisions of Act No. 1459
relating to the number of wires which the Government may place upon the
poles of the company are different and more onerous than the provisions
of the charter upon the same question. Therefore, to allow the
plaintiff to require of the respondent company a compliance with said
section 84 of Act No. 1459, would be to require of the respondent
company the performance of an obligation which is not imposed upon it
by its charter. The charter of a corporation is a contract between
three parties: (a) It is a contract between the state and the corporation to which the charter is granted; (b) it is a contract between the stockholders and the state and (c) it is also a contract between the corporation and its stock
holders. (Cook on Corporations, vol. 2, sec. 494 and cases cited.)

The question is not whether Act No. 1510 repealed Act No. 1459; but,
whether, after the adoption of Act No. 1510, the respondents are
obliged to comply with the special provision above mentioned, contained
in Act No. 1459. We must answer that question in the negative. Both
laws are still in force, unless otherwise repealed. Act No. 1510 is
applicable to respondents upon the question before us, while Act No.
1459 is not applicable.

The petitioner, in view of all the foregoing facts and the law
applicable thereto, has not shown itself entitled to the remedy prayed
for. The prayer of the petition must, therefore, be denied. And without
any finding as to costs, it is so ordered.

Street, Malcolm, Villamor, Ostrand, Johns, Romualdez, and Villa-Real, JJ., concur.