Alexandria gazette. [volume] (Alexandria, D.C.) 1834-1974, 1875-11-19

succeeded lawfully to the franchises of The
plaintiff, as the Legislature declared it did do,
the plaintiff instanti would have ceased to
exist except for certain specified purposes.
But 1t Is said that the act of 1854 is Lcgisla.
tive recognition of corporate existence, and
that this recognition creates corporation By
implication. think have shown that the
Legislature did not intend BY that act to create
corporation, and ''the question turns upon
the intent of the Legislature" says Judge
Dillon, but whether this be so or not 10 the
quotation above made from Judge billions
work the author sets out the circumstances
under which corporation is held to be Great
ed by Implication. Where powers aud privil-
eyes are conferred upon body of men which
cannot be exercised or enjoyed without corpo-
rate capacity corporation is to this extent
created by implication. There are certain
powers and privileges conferred by that act,
Out do not know that corporate capacity was
necessary to their enjoyment. The company
IS authorized to increase it's capital stock
What stock? Why the stock TO which it had
succeeded as the Lawful! owners, by purchase, in
the opinion OF the Legislature of the Alexan-
drIa and Washington Railroad. 1t was au-
thorzcd to sell its bonds and borrow money
upon It's promlSsory notes. What property in
the opinion of the Legisa ure was to be pledged
tor the redemption of those bonds and notes :?
Why the property of the Alexandria & Wash
logtou Railroad. 1t was aut horiZ2d to permit
the railroad, that is the Washington and Alex-
andrla Railroad, TO pass into the hands of a
foreign corporation. And yet we know today
that as matter of legal right Il never had any
contro over stock or property Of that road, for
the Court Of Appeals, by their decision, did not
render their title Inv aid; it merely declared
that which was always the fact, namely, that
1t had no title whatever to the property it had
selze1. The only thing, therefore, which the
Legislature authorized this company to do
which 1t was legally possible for it to do, was
to borrow money aud sell its bonds If corpo-
rate existence be necessary for the enjoyment
OF such privileges then to that extent the
Washington, Alexandria and Georgetown Rail-
road Company Was by implication corpora
tioo. But does all this imply a grant of power
to build railroad anywhere, or for any dis
lance, long or short think not. Charters
are to be strictly construed but no strictness
OF construction need be invoked 10 exclude all
authority to this railroad company so called to
build a rairod
The only semblaoce ofsu; hor:ty it ever had was
such as it derived from the city of Alexandra
to build road from Princess to King. But
there was no power n the city to grant such
authority. The code says that railroad com.
pauy shall not occupy the streets of a town
without its consent first obtained, even where
1t has Legislative charter to build road. The
legislative charter is essential ia all cases, aud
the consent of the town is of no avail without
the legislative charter 1t may be supposed.
however, th.t this was a corporation de taclo,
an1 that the acts of recognition, on the part of
the city, esops it now from denying its corpor-
ate capacity. On this point Shall content my
self With the citation of sugle authority, the
case OF the Methodist Episcopal Church vs..
Picket 10, New York 4S2, 10 which it is de-
clded thar, TO establish corporation de facto
against one who has recognized the corporate
character by contracting with it, it is sufficient
to show the existence Of a law authorizing its
formation. Proceedings, taken for that pur-
pose, IN protested compliance with the law and
acts OF subsequent us:r." Oh all tbese,requisies,
the most important is the law authorizing It's
formation, and such a law has not been shown
10 this case. For these reasons | am of opiu-
ion that the Washington, Alexandria aud
Georgetown Railroad Company was not cor
poratou capable of receiving and transmitting
the rights which the plaintiff now seeks TO en-
force; that the plaintiff has not made case,
which entities it 10 a perpetuaton of the in
JUNCTION heretofore awarded; and that the same
be dissolved; and as this cause was submitted
for fna determination of all matters arising
therein that the bill and cross bill be dismissed
with costs to the defendant, the CITY Council
Of Alexandria.