, 1873-07-22

powora." Again, In aovota1 casoa, 1t hao bcen
hold tint corporation cannot net nt all without
law; and that Il contract mado by 1t Without au-
thortty Is void " oven IN tim llnnda Of bona aao
holder for yauo" II I.as a1ao boon hold iu gons
etnl That corporation can nlalo no con-
traota which arc not nocoaBary, citlicS
directly or indirectly to oifoot tho oDjeots
Of it's creation. 11lo doctrine Id la!l down by
Angel & An,os, in tllolr work on Corporations,
"thnt corporation nnd individual gtnnd unon
worry different footipg," md that tho former,
"haying boou oroatod for specific purposo, not
only Gull mako no contract forbidden by it3
clartcr. which, aa It woro, ia tho aw Of tts na-
turc, but in genoral eau mako no contraot which
tg not necessary, either directly or Indirectly, to
enable 1t to answor tint purpose" In tic contro-
vorsy betwcon tho farmers and tho railroads,
1t dovolyos upon oach Of tho lattor
to provo that its chartor haH o1preHsY
authorized 1t to isauo stock which represents no
aotual Investment, or that such Issue VAS noeos-
sary to enable 1t to answor tho purpose for
which 1t was croatod.
~. 1t is oqua1ly we'll aottlel that no corporate
po,cer is eper created BY implication or extended
BY construction.
Chiof-Juatico Tanoy adopted tho law laid
down by tho English courts to this eroot : That
any ambiguity in tho torms Of tho contract must
operato against the advonturora md In fayor
Of tho public, and tho plaintiffs Ci.c.,
tho corporation,} can claim nothing that
Is rot clearly 9iuen item 6y tho act.'
Aud. in adopting tlis principle OF LAW,
Ohiof-JuBtico Tanoy said, In cfEocs, that It would
bo singular spectacle IL tho courts OF this
country should be found en1arging tho privileges
of corporations "by implication" while English
| courts are restraining corporations within tho
| strictost limits. The Supreme Court Of Illinois
| has eaid that Il tho powers Of a1l corporations
| arc limited by tho granss in their chartors and
cannot DO extended beyond ktcna." Tho Supreme
Court Of Pennsylvania has said that "oorporato
powers can mover bo crcatod by implication, nor
c1tondcd by construction and aiso that sin tho
construction of charter, to bo III doubt is to DO
resolved, aud ovory resolution which springs
from doubt is ngainat tho corporation. This Is
tho ralo sustained by all tho courts in this coun-
try and in England" It has also boon hold that
"noither privileges, powors, nor authorities con
raee, unlcsa thoy nro given in unnmbiguoun
words, and that IN net giving special privileges
must be construod strictly" It, therefore,
dovolvos upon tho railroad companies to
produce charters, or general acts OF
incorporation. which expressly authorize
| ~ four
watorod stock, Or eny other stock, bonds or
aorip which increases tho capital, bus which
represents no actual Investment.
.. II is tho duty Of Courts Of Equity to keep
all corporations within tho powers which their
charters glvo them.
This principle has been laid down, in a mass
! Of docisong in both English and American
courts. In MI English caso, tho Lord Chance1-
1or held that 1t was most wholesome OK
crcao Of Jurisdiction and most eason-
tial to tho interest Of the public to keep
corporations within that limit which tho Logs-
1nturo Inns thought proper to prescribe
for tho exercise Of thoir powora, ind tho Court
further aail that it was bound to Interfere whon
these companies go beyond such powers. ~
do not sit in this court to enlarge these
powers" said IN English Judge in another oaao
"but to keep tho companies within tho limits
which tho Legislature has prescribed" "Dam
ago or 10 damage to others, they must oho,
their charter" was tho language Of IN American
Judge. "If you assert that corporation ha'
cortain privileges" said Chiof-JuBtico Dlacl
in o railroad caso. "sho,o us Ate scofa
OF tho Legislature comforting them. Failing
in this, you must giyo up your clain for moth
: ing olso can possibly avail you. A doubtful
chartor does not exist; because whatcvor II
poration."
4 mass of cumulative evidence might bo gath
!; cred to establish tho principles Of law rccapit
, ulated above. Wo think enough Inns bco
: quoted, howovor, to satisfy tho Nation til
what It believes ought to 10 tho law II
, future is tho law now, and ilaB boon go oyc
since corporations have had oxistenco. Thi
i much acems to DO demonstrated; THAT tho righ
= Of railroad to issuo wnterod stock must bo OK
0 prossly given in Its chartor tint 1t Inns no suc
power by implication or under ambiguous words
that it III tho duty Of Courts Of Equity to restrai
t tho exercise of this powor unloas it il oxprosol
granted in tho charter; that, even as agniuat bon
J., ttie holders, watorcd stock may DO cancolod III
Y lcaa tho power to issuo 1t can DO c1oarl
{ established by roferonco to tho charters.
II becomes necessary for tho Nation, therefore, {
T. any otlo1 person who believes that tho RAILROAD
have the right to iEsuo stock that represents r
actual Investment to provo in each particu1s
cnso that tho chnrtor of tho corporation exprea
+ ly conferred this powor In unamhiguons wort
i on the company in question. We suspect th
Il this will bo hard to do. ALI fctitious iHsuca