THE BURNED OITY.
fatorot or PE a
TI NIODT KIME OF CHICAGO
{FROM THE SPECIAL CORRESPONDENT OF THE TRIBUNR.] +n INJUNCTION DENIED—THE DIRECTORS HAVE
ovr. 14—The town is beginning to fill with Re
papers aro seated at every coign of vantage, sketch
ing for dear life against the closing of the mail.
Photographers, alarmed by the prospeet of speedy
reconstruction, are training their cameras upon
every unprotected point of picturesque ruin. They
are sure of a ready sale of all the shadows they
seine in these days. There has rarely been offered
to tho pitying admiration of men a collection of pio
tures of more poignant beauty. If one could divest
himself of all feelings of sympathy and pain he
oonld Zain from these smoking squares the finest in
telloctnal enjoyment. Monotonous as the gray
strotch of desolation appears at first, the longer you
look and linger the more this uniformity of charac
tar and color breaks up and reveals to you an in
finite study of lines and forms. Of course, these
runs lack the consecration which has come with
the course of ages to the splintered monoliths of
Thebes and the gnawed plinthe of Paestum. But is
there not an equal if not greater human interest in
anrveying these brand-new shards ef a great city,
and reflecting that the builders do not hide from our
sympathies in the mists of immemorial time, but
to-day live and breathe, think the same thoughts
which found expression in these broken walls and
melted colnmns, eat and drink and love and grieve
and hope, and go on with work kindred to that
which now has suddenly taken its place in the Past?
Every ono who has leoked upon ruins bas felt the
kesn, unperious desire to know what manner of men
it was that built them and looked upon them when
they were fresh in the sunshine of those clder days.
Half the joy and half the pain of travel is in this
vain imagining. But here vou look at these im
posing wreeka, still Titanic and most impressive in
a decay that already seems historical, and you reflect
with a sudden fecling of surprise that you know by
heart the sermon they are preaching. Yon are your
wolf a part of the life they symbolize, of the civiliza
tion which they express. You have heard the prayers
and the oaths, the laughter and the cries, to the
sonnd of which those walls went up. There is no
unknown quantity in the problem they present.
There it is—make of it what you will. If you come
to nothing, do not blame time or history for the dust
that is in your eyes.
9 i
Loase












_ s







































Strolling through the town in the daytime, you
seo that it must have been a heat of singular in
tensity that melted down six miles of brick and
mortar 0 soon into one undistinguishable mass. It
took only about twelve hours to virtually finish the
work; all that was done after that, was the after
mrath of the flame gleaning about the edges of the
field it had reaped. But there has never been a fire
which so completely attended to its business and
slighted no part of its work. It seems like a mere
figure of speech to speak of a quarter utterly de
stroyed. The phrase is always used about great
fires, but usually means that all the houses are more
or less damaged. In this case it is literally true.
Most of the houses are level heaps of calcined build
ing material. The walls of the Custom-House are
still atanding; the Court-House wings refuse to fall.
The fire-proof Tribune disdains surrender, though
only a phantom house. A few heavily buttressed
church towers wait also for the hammer of demo
lition. But with these exceptions, the central region
of Chicago has ceased to exist. You can look through
it to the far-off waste of the North Division. In
many places the solid granite has cracked and
peeled in great flakes, like stucco in the frost. The
irou castings are partly melted and partly twisted
into forma of startling grotesqueness. I have seen
fluted columns, bell wires, gas and water pipes,
wreathed and twisted among the smoldering ashes
of a cellar like a coil of snakes of assorted sizes.
Even the pretty gratings of the Safe Deposit Com
pany, the best preserved of all, are fearfully warped
and bent, like a character which has resisted tempta
tion with a woeful loses of temper.








































These details we have been permitfed to see for
some days; for although the proprietors are eager
to begin their work of reconstruction, the lack of
water has thus far made it impossible to guench the
smoldering flames. So that the light shimmer of the
brooding heat hangs all day above the rubbish and
the air is full of the pungent odor of coals. When
night comes a strange and beautiful transformation
is wrought in the scene. Every evening since I have
been here I have watched with increasing interest
this marvelous and fascinating change. As the sun
goes down in the prairie, and the night wind comes
in from the Lake this sleeping fire rouses and stirs
in its slumber like a woman who shakes off the day's
decorum, and flushes at the coming of her lover.
The vast ignited coal-beds on the shore of the river
throw red greetings to each other through the gather
ing shadows. The darkness slowly vails the lines of
shattered walls, and one by one through the gloom
twinkle out the delicate blue flames that spring from
the anthracite coal-boxes of the burned mansions.
They are so blue, and fine, and fragile, that they
seem like forget-me-nots gemming the dusky field.
They are very persistent, though. They have been
pouring tuns of water through the sidewalk upon
one small deposit in front of Gov. Bross's
residence, and yet at night it blooms
as Dbluely and vigorously as if it
were refreshed by the watering. As the darkness
despens, the show increases in brilliancy, until, by a
most lovely effect of reflection, the bla-e from the
unquenched fires strikes the clouds of smoke that
hang over the city, and turns them a brilliant rose.
‘The pillar of cloud becomes a pillar of fire, and all
at once the dead luster of this reflected light falls
back upon the ruins and brings them out into pale
and singular distinctness. It is not possible to im
agina anything more terribly beautiful than this
wild commerce of the fire and the darkness. From
my window I see the whole sweep of the vast illu
mination. On the left a coal heap stretches beyond
the river like a shore of fire; a boat on this side is

8




































p








blackly painted athwart the blaze. The sky is
flushed with the flame and mottled with driving
clouds and against it loom the ragged and torn walls
of the Pacific Hotel, the sturdy arch of the First
Presbyterian Church, and further to the right the
broken outlines of the Court-House, far more
reverend and graceful than ever in their for
lorn incompleteness. All along the red horizon the
coal heaps blaze and the sky is on fire, and the sharp
angles of broken walls, and the slim féems of black
chimneys like minarets are drawn sharply on the
crimson background. I do not know if it could be
within the reach of painting to give any hint of the
unutterable magic of this spectacle. No sunset was
ever 80 rosy as that smoky sky. No frost-castle built
on s window-pane out of a child's breath was ever
more delicate than those fantastic ruins flung like
tattered lace against the drifting clouds. On the
extreme 1ight just within the yellow blaze of the





i




chuerved, there doc

and there are many instasoen fn _ this State 5 ai uh RS ns
been iaade and approved by the Legialatare. They have been made by
trusted to directors elected from year to year asin tris ons. The Pat.
Erie. hil 164 Bing Justa os ya bats foie wo G3 Now-York nd
io Miatren road, AL a Hol A! Rg Kall.
SER loli, Eames
oy The Siuriet snaisiny the terms of the contract, and in it we discover the Pemberton i H htstown  rrev He Leigh Velie or eld for judicial jon or action, but for thal of legsisiers sed 0 9
A Usa we regurd it ms implied or involved in Rallroad were severally leased to the joint companies Nose of these companies and their stocklioliers
natare of such 3 contract! We do not think so, for property in iteell oases rocsived the assent of all the wockholders, snd they were all UESTIONS NOT CONSIDERED.  _
X auentens aysauble, wot the right of alienation ls essential to com- sathorized or sanctioned by the Legislat Os och 7 Tes Such are State policy aad pride, which should ot allow thie works 8
leases were nuqoestionably mad the advice of the mest emineut coun. be under the control of nou-residests or of foreign corporbion
Ng it that guards the breakwater great Central VOICE OF A DISSENTING STOCKHOLDER. leases mers unquestionably made Wit the Mono wationsd be anv ae rn expruieacy of permitting an overgrown, Fuste gorporston bey
Jlevator towers above the shore gging its vast The Court further bold that a dissenting stockLolder cannot ba foreed the courts, bat they are both matters of great weight. and to be other Colossus. to glare hop? we dioghoe, Tpair oF Gestry the Fgh
investigation at once made evident their acci-
dental character. This general suspicion, however,
has resulted in the establishment of an institution
which is altogether laudable as long as the embers
of the conflagration remain alive. A patrol of citi
gens has been formed in every block, and they all do
sentry duty at stated hours. Every man out at
night without cause finds it a little inconvenient to
give repeated accounts of himself, and this of itself
is promotive of the domestic virtues. The rule is
certainly admirable in its application to that portion
of the twilight population which always comes to
the surface at such hours. In the day-time you may
soe them slouching about Wabash-ave., where their
rascal faces and hang-dog air are never seen in or
dinary times. It would certainly not be prudent to
give the city up to them, and so at night they are
kept in their own haunts on the West Side. Itis
astonishing to see how simple and provincial Chi
cago has become. Standing sentry is positively the
only recreation of men of the world. There are no
clubs, no restaurants, no theaters, no libraries.
There is no need of going out—if you go, a wall falls
on you by way of warning, A little while
ago, a8 I sat here writing, I heard a
loud crash, aud looking out, I saw that the high wall
of Mr. Scammon’s house had fallen, A furious gale
was blowing from the south and roaring among the
ruins. AsI looked another wall came sprawling
over the sidewalk. As the white dust rose and fled
away with the wind, I heard a pitiful cry, Help
over dere! A man’s got his leg broke.” A dozen
persons ran from the hotel and brought in a poor
German who was watching the building. and had im
prudently taken shelter from the wind under the wall.
fter he was safely bestowed, I stood for a moment
at the window ooking westward at the fipe arch of
the Presbyterian Church, elearly and richly defined
against the red glow of the sky. Full in
my sight it tottered, parted with a dull
report, and tumbled forward into the street.
The gale increased in violence: the pale
shadawless light faded from the city asthe wind
drove away the illuminated elonds. The blackness
of night which had been hanging in the castern
horizon swept in over the Lake to the town. The
whistling wind was thick with lime-dust and sparks
of fire. Fhe ‘blue flames of the anthracite burned
more gaily, looking now like the witch watoh-fires on
some unusually tempestuous Walpurgis-night. A
ntieman with s white cravat and a black face
i and uests, with the compliments of the
authorities, that lights may be put out and windows
closed. And so to with a gale lashing the calm
Lake into discontent, and the intermittent rattle of
falling ruins, reminding one of an artillery battle
between two ed armies. JH,
otherwise, with which th
mathetio sight-seers. The artists of the illustrated  Tgrexrox, N. J., Oct. 18.—Chancellor Zabriskie
John Joyce recovered from the Central Park
and North and East River Railroad Company in the
Supreme Court Circuit of Kings County, yesterday, $5,000
for injuries received on Feb. 13, 1870.

The divorce suit of Mary L. Parsons against
Henry F. Parsons, came up yesterday, in the Superior
Court, Special Term, before Judge Jones, on a motion for
alimony and counsel fee. They were married in 1865, and
separated in April, 1871, by mutual consent, the plaintiff
retaining two of his children and the defendant one, on
the agreement that he should give Lier weekly $3 for sup
port, Savioruenly she brought this suit for divorce on

he found of adultery, and she now claims that defend
ant has a good income and drives a pair of horses. The
defendant denies the income, but admits the horses,
claiming, however, that they belong to another man who
employs him at $12 week as a hack-driver. Ordered to
areisres,
At the Jefferson Market Police Court, Charles
Davenport was soulisiad, Leatende: for stealing a watch from Alphonse
Stumme of No. 204 West Thirty-seventh-st.

At the Tombs Police Court, Justice Dowling com
mitted Margaret Beott of No. 310 Mott-st.. yesterday, for stealing $56
from the pocket of Patrick Gaynor, an agent, of No. 244 Mulberry-st.,
who had called to collect a bill. The woman sat on the knee of the com

laipant, and stole the money from his pocket....Charles Wood of No.
fsi Weveriy, lace, emploved as clerk by William Hathaway, an ex
pressman, 0 No. 356 Canal-st., was committed for appropriating a check
for $5. and $54 60 In currency, which be bad been given to pay James
Y. De Wolf of No. 223 Hodson-st.
In the Court of General Sessions, before Recorder
Hackett, yesterday, Owea Baton, for stealing a chest of tea worth $35
from Albert H. Pornivgton of No. 33 Broadway, Bet 29, was sent to the
Penitentiary for dx months. ...George Banks, stea ng: 4 oid wateh and
chain worth ©112 from Mitride W. Venedas of No. roadway, Oct.
3, State Prison AR «vo.Charles Daniels, stealing s gold watch
Korth 3%, won B. Moprimin of No. 3 Droois-et.. 4 Joan: oo
mm, Carlin. w ucing Mary ylous, was found guilty, a:
settled the Bourg) marrying the girl in Court
Supreme Court—Chambers—By Judge Ingraham.—
Stevens agt. Settuash Hoan grossed,


By Jude Cargomn.The sgt Kell.—Motion denied. The Peo
Pe at, Tobacco Manufacturers’ Associntion.—Motion for receiver
im Mitchell agt. Read.—Memorands for counsel. Bhaw agi
arker.—Motion granted.
Superior Court—Special Term—By Judge Jones.—
Winebrenper agt. Johnson; Yerck agt. Blamenthe!; Lang 2gt. Blumen
thal. —Orders granted.
Common Pleas—Chambers—By Judge Robinson.
=Jansupery agt. Kirkland. —Motion denied. with costs.
By Judge lLarremore.—Shipman agt. Pielstriker.— Exceptions settled,
Marine Court—Part I.—By Judge Gross.—Haw
thorne agt. The Old Dominion Steamship Cou.pany.—-Action on contract,
tried ision reserved. Sundeheimer apt. eimus. —Discontinaed.
Fluess sgt. Dempwoolf.—Inquest taken. Burke agt. Atlield.—Tried; de
cision reserved.
Port IT.—By Judge Curtis. —8chmenger agt. Rchultz.—Action to re.
cover $1,000 tor services as a real estate broker; judgment on verdict for
the defendant. Fiegel agt. Bekertson.—Complaint dismissed. Hender
son agt. Eastbarne.—Action on a promissory note, the defouse being that
the work for which it was given had not heen (Li {omed; julgmeat for
the plaintiff for $311, costs and allowance. West agt. Gilroy. —Judg
bend £1 the Pantld for $473 08, costs and allowance. Surpentes agt.
Morrison. —Action for the reat of a part of the [ropisa No. Nassan-st.

Part I11.—By Judge Alker.—Claflin sgt. Hills, Tavlor at Welsh,
Dismissed by default. Harrington agt. Franee.—Inquest taken.
COURT CALENDARS ~Tuis Dar.
SrPrENE COURT—CHANBRRS—HBARNA
53..8baw Wilcox Co. agt.| 109..
Wilson.
76. .Routh sagt. Fowler. 126.
%..Boutbers Express Co. at
ob
NPECIAL Taau—Cazboso, J
122. .Westervels agt. Ackley. 91..
157... Punck agt. Davis.
154..Day agt. Day. 127...
304. .Ryanagt. Shay.
CUI PART 1L—BraApY. 3
223} .Gerding sgt. Koble.
350. Robinson agt. Chittenden. i 646.
356. Fitzgerald agt. Colligan.
..Btout agt. Btrybling.
0. Funai sgt. Bracker.
360). Focke sgt. lianke.
..Guidet agt. Dingeldein,
..Hoyt agt. Bible
Fy Jdveny, surv'r, agt. Den
nistoun. 186..
Burekior COURT—SPECIAL Trxn—Jo:
..Frodstios oft, Qurdinn Ma. 4“.
taal Life Ins. Co. $e
35. Bassett agt. Prescott.
Trial Tekm—Part L—BarBour,
1%%- Smith sagt. Clacar.

233!
TE
ia. Halpen Van ferlip. [1139.1
oy) Rickett.
63. Taylor Perrin. 869.
..Jufian sgt. Hillier. 797...
tT .Tharber agt. Wormser. 725,.]
1155... Wheeler agt. N. Y. Mutaal d411..)
Insurance Co, 1075.1
1215. Mitchel agt. Gordon. 671..1
1208. Didier agt. Hanes. 1193,
Part IL. —Opens at 1
172. Morgan agt. Rkiddy. 1213..]
1006, Brown agt. Walker. 1216..1
1010. .Maginn agt. Dinsmore. 9%, .1
1012,. Har apn Bresder, 1080,
1154. Wheeler agt. N. Y. Mutaal Ji50..
Insurance Co.
2 Wiis an, O Brisa. oe. ol
em Al Singseo.
180}. Kobbe het 0
Connon PLuAs— L TenM—Par
3 «Kido
Wis ut Broadway and Bev. ag3, os
-ave, R. 944, 4
68. McCauley, int. ae Gane. fle,
..Roeme agt. Be "ok.
sgt. a 92,
1018. Merchant agt. Horgan. 023..1
1013.. agt. Nooney.
Manws Covrr—TriAL TxM—PART I.
6219. Rand agt. Carlton. 6409,
620, Wilson Fairbanks. 6714...
0780. Smith ol
6783..0' Neil agt. 7463,
7640. Wormser 4 6814.
4568, .Haughwout Cooper. (oats
5509, 6818.
6226. .The Ninth National Bank agt. 6817,
The Ward Ban
oo Pant IL Crum
E10. Tiare Mt 3. Vami 6559.
6643, Templeton agt. Bligen, 6523. .1
..Alling ved
Er CE
#440. Hughes sgt. Mabon.
Part IIL —Avxes
6714, .Corlies Mackinley, of
6728. Farley Lerch. oo]
rr regi. Ullmer. 6831.
6819. Fitssimmons agt. Brady, 6833, .Y
621. Murray aft. Jenni ri
corporations, the management of whose affairs was by the charter ia
shoulders over the desolation, contemplating its mi into a new enterprise. or to take, as compensation for his shares, stock in considering tba question, enpecially in a Court of Equity on a wution the Paciie that this lease Juan I Noo ol that our abitesé
plating its mir- A bew company or a company into which the old is comsalidated for preliminary where the question is. as this, merely a ques. of the State to take these works at cost in 1639. 5
rored bulk by the flickering blaze of ite fallen com- They hold thai there are two contracts, one with the Oe ins duel, tion of law, and has never been settlod by the law courts, and the rig be put lo great norm venience In beisg oupsiled, io Ton betel,
nion. After all this 1 of d 1t can dispense with, the other between the stockboliers, as to what ob- to relief depends upon it. other States for redrem of CCIE vg Legislature cals; thet W
pat on. r rove of form snd color itis a o they Sill eater nto, and hat this cannot be altered by the Legis OW THE DISSENTING STOCK 8 AFFECTED. Jropes aC Jor 80 Its action in this case bas been 1 sosoriase
relisf to look to the East where lake Michigan lios uy which suior legislative  sathor contract with his associates But If I'am right in the conclusion arrived at abore, that the majority with the policy of the Niate for years, which has bees to permit copes
iz: his night dress of mist and whi full ren foto sion WS sathority, they ecomstituted them. of corporators. under a charter which specifies ne definite time for its con. ions pr fe States to lease works in this, and to costreet sew 00rd
oo mist and whispers as peacefully Gives dais a eure A a pulls, 45d Sott_upua linvequs. Saved vigils sheadun Sho ausinncy LU dpi; of and rome 2 ves, under the im ho wspuatiturs of A Tey vn
to the sandy beach as he did in the days before Co- member 0d. agai, 8 ullway forporation may aed mong the divide the pmparty, the Rrocosding in this cain ib valid as wevinst the money on ihese works, 48d the increase OF pcoglto
1:mbus, and as he will in the days after Jonathan bandon ite franchises as conservators of a highway.” whe of thowe nisin A n dorerained iat do not Ben ew res ar by a and migoet to ae bes 4
h In that case the Leglslatare had omitted to provi sorpe ave 4 being coustrucied 19 wo oer
The crowning evil of all times of tumult and dis- for shareholders, except the stock of the new ova ihe we a pei wih Show Surin rr a hod Witte $e Skate. Thia geveral plies bow pride pet
30 benecil that Hom N rn i
aster is suspicion. We cannot burn witches now, a a I Ce a va tbe Court held tha the unis of ihe corporate property yearly ent or Hensalty secured er oe oicy or wisdom of 16 surrender by the State of in ne
por tear out the tougues of Jews for imaginary ere, te 7 them the value of thelr stock ag des br oy ieuting usb DJ Srovisions ke thet veut ted in thle fonses, Some ioe. fo take these roads [n 166. af cout for 17 consde k they WE
y 0 permiseion defendants
crime But ween ilkoot oll ‘womens 397 prsaplog a av. a Railroad  Compday, sod Susbuy aad Erie onmont ey bin Jil pose AB, to Recep ke compensa: ats thar ows wed Jy, sunset, lense, or otberwion, 5°
crime But we cn thot od women te punving BRISSLOS SRA REELING es AST RES St Sm pe mah Bit Shi Re
them in back alleys if we live in Chicago. That ire ine yeirs, Re or tn, Masdred ud te SA Tt ela woke Tal cele Bod le ronched by She onl and irs et a
Mam
hd Hays and Joba Cor P
3..Prederiok Ortwein, grand lar _
5. .8ame, receiver of 1] 2.E
soult and batters.
Uxirnp Srares Districy Coune IN Abx
229. Wilds agt. W. Woattary "31.

T3..Dunhem agi. 1,265 vitrified 00..]
famous South-Western verdict, which t corporations power without the consent of all the stock vision is a mest table ome, and wi it the trassaction, even if State iborioed ease of all the warks for 0
suicide to accidence, Imm and iba felonious ae In the Commonwealth v. Atlantic and Great Westers Railroad wa hr ma a 1 he fui Sone ormedify any of the Rp oy 2 in this cose bo and whet
incenduary,” seems to have possessed the C f° J J. R Smith (3) Pema R) 9, on a Ova fons lal] dows in the case of Zabriskie v. Hackensack tnd New TE A to be aivel waivelr 00
ne A hicago on on by the AMorney-Gemersl in mature of nforms- ork Railroad, except 36 far as the correction of an inadvertent gh ion of the directors such a nerve
fancy; sad though they do not positively hang or goods the sue Court bald that 4 corporation crested by covsol. Son. berstofors noticed, ls sencarned: ou the 1 realm is for their stock. Toe sity of th sett, he mrs 3075S
ne ly idating two corporations of New-York with one of Obi consol. St Teed upon eaiablished ‘os that be banged con: or ih the of redatry, Is for determin’ ios
ot their pétrole lation, th y y 0 aad one of Penn. upo pe of the lessees 1 of my
siioot their pé ur population, they say they do in 7..8ame. petit larceny. sylvania Into sew on, with the consent of two-thinls sisteatly with faith and J Capital contributed for one par- perty and assets of this amount intrested to the directors
pi and occasionally seize ssh 8. as- stockholders of cach, asconiiog te the provisions of statute of Penns): Ay rn I lariag he) a Dever be apphied to ove Drebrcty A a ae they otal harly MONE
Hiels YoWapapeLs, ua ved oud Spb vering vans constitoted  sainia of Pewnal- BON RC vent. withoat const. boi thats oharir which de ES Tae sharios gow shand, hs parsons who sonics! 4 2970 Cr
Ba bond w Treadwell v. Rallsbary hs elared sderta prosecuted os definite a stoek soched
v igs 3 Whoa i 4h tn uking a hint wid Bupreme Court of Massachusetts haat hn a id ped for that orto St ll te continue it. Bat that, ea the by psn snl lr of who pir soak Xr)
wile aha rn A oh majority, BN Shenion Vie dew of the corparation and sell out Haas Ind, a charier that sates bo such defuits ime. Nhe TRUE D rectors, aad without searvties coutrol he Wigs? em ered
lof $71 Yeu y #acious soldier bas a cool public parposs eeukd do (hia, and whether the Slate by mondomns ‘hab thors Un 0 contract which preveats: It that the oush £34, oun Ol rae mah prewe
Ji 1 and an honest judgment, and insists on better corsdrbere ths Plate has antmorimd jo. ones dose sok 1ppty toa lof the majority. which la th low of corpora ons, EL EOF he etind oy ‘Vews of the yumions shore sen 222 ihe
care w y 4 ot w, may at aa
e ice than poverty and dirt to hang a man, and Sueb a radical change as the abandonment of business cannot general a rpc Lh He sistare. who may clare tbh 8 majority datsrminetion of hie SARLLLS yf ia Courts Ba. n ror
213.. Brown sagt. Lend.
1. consequence is that not one case of inceudiarismn be effected by directors; their daty in most charters ix to mana 4 on Y or two-thirds of the stoek or of tha corporators shall govern. Of coarse roliminary injunction, that whose the right of the
1.8, Chase of ogt. The bark Alice
209..U. 8. agt. "The propeller Thos.
duct the business. It reouires the action of the cory orat X6 and eon: ooh Jaw would not aflect corporations with irrepealable charters declar- he A letnd Input is has never bees
siren shown at headquarters. There have been {0 ph there ls no provision to th PUR pe lug o diferent rule. st frie or yoy h ae,
t o or three fires in regard to which the Bs. Fi miki e Welotiey gui erun, vg of ali’is therefure TAKING PROPERTY JOR PUBLIC AK, dori Ih wh skis glare but oe pry wil ver of the wif
Swan.
Serene Covrr—Cincrir—Kinar Cor
170.202, 299, 3%, 00 525. 421, 14. 195, 2%,
430, 431, 402, 43 400 4.5, 400, 437, 452, 449,
440, 41°, 49, 449, 1,
y 1 nily p ture IVI T ICR CAR GFeerH iy 4 the defandanta contend th M a rizin Judg
Cs of weondiarisu was promptly raised, but re at ener oun presen Lins which shall govern rr he delujaisita Sahoud it hagetim Ry 8 pi for he Intended injure le great a So a retain m8 on 2
4h 4
Serer Covnr—Cincrir—Kinar Corsry.—Nos, 99 20), 412, 11
TTL 202, 299, 300 010 525 420, 14, 195, 206, 270 208, 3.2. 40, KT 50,
430, 431, 432 43 AN 40 an, 40T, 400 400, 400, 441, 112 44, 144, 40,
440, 447, 349, 449, 1,
THE COURTS.
CIVIL NOTE-=.
("RIMINAL COITRTS.
DECTRIONR-OCT. 18
BARNARD, J.—Cpens at 10a. m.
109. .8baw Wilcox Co. agt
Aust'n
126. .Yocks agt. Curry.
0, J.=~Opens at 10§ a. m.
87..Corn Rx. Bab agt. Chatham
Nat. Bank.
127. Westervelt agt. Westervelt,
ADY. J.—Opens at 11a m.
3184. Laker agt. Bover,
646. Hoffman agt. Wagner.
382. .Peck agt. Ganldoer.
 384..Gar agt. Ingersoll.
386. .8harpe agt. Lambert.
390, Cockroft agt. Claflin.
142. .Bull agt. Internstional Tus,
Co.
3324. Laverini agt. Bull.
306. Alexander agt. Lewis.
186. .Gordon Westerveit,
u—Joxms, J. Ipod at 10a m.
44. Crunk ae Im.
5..Barr iregory,
bol iy) Pearsall.
ovr, C. J. us at 10 a. m.
1139... Robertson agt. Atlantic Mu
tual Ins. Co.
869. .8mith agt. Frost.
797. .Mehrback sgt. Koehler,
725... Barber agt. O'Brien,
411. Mrers agi. Butler,
1075. Polhamus xy Benner.
671. Housenw sgt. Jones.
1193, .Horey agt. Novelty Iron
Works.
Try ll yo Hughes
1216. Loc! hii Bharpe.
990, Dalton agt. Scanlon.
1080, Sehneider agt. Knol.
1160, Kastwood ag!. Smith,
1226. Moore sgt. Baker.
1228. Breiling Bleecker-st. and
Fulton Ferry R. R. Co.
=PaLy Lyx BURY, J.
772. .Kckerson asbington,
3. “mith sgt, McGovern.
944. Archer Klkins,
162, .'T'vaom agt. Curry.
4674. Melhine Godfrey.
9¢2,. Hess sgt. O'Brien.
UZ3.. Banister agt. Same.
RT L~linoss. J.—~Opens at 104. n..
$40. Levy aut. Schreyer.
6714. .Corlies agt. Mackinley.
6723. .8choobel agt. Ranktschek.
7463. Morris agt. Steinberg.
6814. .Harl sgt. Oberle.
oo m agt. Guylfoyle.
6816. .Bebloerb agt. Go ith,
6817, Walter Sherwood,
«Heane Rushworth,
8550. Allen I hor
6523.. Klein agt. Urban.
0619. Mohr agt. Bckermann,
0065. Anderson
6063. Cheviliot ag. [ri
6700. Bisgin Herdlfelder,
6718. Hoar Walter,
Nr? Roe 1
S028. Bolntor act Gatestsy,
«+H B
2. Kiy sgt. Darts
5s: Ne ooh agt. Btattenheimer.
6634. .Johaston Bowsden.
fore Recorder HACKETT. Opens at
3.Piiiek Kane, felonious aaaanlt
11. .8usaa La felon
ee Feraany Vn ans atv
12. Ernest Bornstein, fe)
Sat and Bastery Mout a4.
A ADMIRALTY=BLATCHPORD, J,
am.
13). Austin The
eu at canal boat
208..Bovie agt. The schodner
Breese.
211..Gladwin agt. Lond,
223. .Fmith sagt. Brown et al.
r CorsTy. Nos, 99 20) 412. 1n.
NEW-YORK DAILY TRIBUNE, THURSDAY, OCTOBER 19, 157L
2 ee Co salam.
THE GREAT RAILROAD CASE
DECISION OF CHANCELLOR ZABRISKIE.
aeiivered, W-aay, an opinion in 120 AE en
The conclusions to which he arrived were, first, that the
act of 1870 gave authority to the directors of the united
companies to connect with other roads; second, that
their lines formed both connected and continuous lines
with railroads in other States third, all tbe property of
the road and their appendages may be leased and operated
without the consent of all the stockholders; fourth, the
directors have such power by the consent of the State;
such lease is within the power delegated by tho Legisla
tare to the directors; sixth, that the purposes of the
lease are a publio use; seventh, even if the directors
have not the power to make tbe lease, the making of itis
not taking of property without compensation; eighth,
that the Pennsylvania Railroad has power {0 oonALM
mate this lease. The injunction must be denied and the
order restraining the defendants vacated.
The following is the opinion in full:
THE CHANCELLOR'S OPINION.
IN CHANCERY. —Octoher Term, or, Black and others
ag!. The United Companies of New-Jersey.
Erie Ohancellor—The complainants in this case are
stockholders in the three Sorpotutions who are the de
fendants. The object of the bill is to restrain these cor
rations from executing a contemplated contract with
fe Pennsylvania Railroad Company, bv which the works
of the defendants are to be lensed to that Company for
999 years, for an annus rent of 10 per cent on the amount
of thelr Sapiial Slook, Tho belong the Court is an



lication 3 nsry injunction.
fue aarogate capita stock of the three defendants
consists of 189,904 hares of $100 each,of which the 21
complatnanta own 3,455 shares, being a little more than
one-fifty-fifth of the whole, The bill filed for the ben
efit of the complainants and all other stockholders of the
defendants who may join therein.
THE POWERS OF THE COMPANIES.

The defendants are the Delaware and Raritan Canal
Company, the Camden and Amboy Railroad Company,
and The New-Jersey Railroad and Transportation Com
pany, all imcorporated by special charters, the first
two by charters passed Feb, 4, A Tuey were conkoli
dated by an act passed Feb, 15, 1831, and have 8inoe been
commonly known by the appellation of the Joint Com
panies, fn thelr business affairs and in legal proceedings
the joint name was retained and their affairs were man
aged by a joint hoard cvmposed of the directors elected
hy pov company hoSORAIBE to its charter. The charter
of the New-Jersey Railroad Company was passed Maroh
7, 1832, and 1t was consolidated with the joint oUlLpaules
by virtue of an act of the Legislature authorizing it,
passed February 21, 1867, confirming su agreement made
on the first day of that mouth. By this they wero oly
consolidated in interest, the stock and corporate exist.
ence of eich remaining as before, but were governed by
a joint hoard, composed of the directors of all.” They
have since been commonly known by the name
of the United Companics of New-Jersey, but
have not adopted or assumed 8 corporate name,
for the consolidnted companles, as authorized by the act.
The Canal Company was antherized to construct a canal
trom the Delaware to the Raritan, and a feeder to supply
it with water from the Delaware, The Camden and Am
boy Railroad Company were authorized to construct a
oe Roy from the Delaware, opposite Philadelphia, to
Raritan Bay, with steamboats at both extremities
ie convey passengers and freight from the City
of New-York to the City of Phiadelphla, 80
as to “perfect a complete line” of comll nc
tion from Philadelphia to New-York,” It was
authorized after the main line was completed, to con
struct lateral road from the main road to the Dela
ware at Bordentown. The New-Jersey Railroad Com
pany were authorized to construct u railroad from sowe
point in the City of New-Brunswick to the Hudson River,
opposite the City of New-York, with power to construct
a branch to any ferry on that river opboajte the City.

In the act of 1831, to consolidate the joint Sompaties,
it was provided that any stockholder of cither, who dis
sented, should be paid hack the price of his stock with
interest—neither work being then constructed. And in
the act of 1867, to consolidate the United Companies, it
was etd that each dissenting stockholder should
be pald the value of his stock, to be appraised by Cen
missioners,

The joint companies, by an act Rend March 15, 1837,
were authorized to consfrnet a ratlroud from the sonth
westerly end of the NowJervy Railroad in the City of
New-Brunswick to Trenton, aud thence to connect with
their road at, or south of, Bordentown, with a spur to
the Trenton Delaware Bridge. This act made uo pro
vision for dissentient stockholders, In 1835,
the BL companies, by an agreement with
the Trenton Delaware Bridge Company, of Which
they owned a majority of the stock, were allowed to lay
rails upon the bridge over the Delawere, at Trenton, and
to use it for their trains. And, in 1836, they made an
agroement with the I’hiladelphia and Trentou Raliroad
Company, whose road ran from the west end of thut
bridge to Philadelphia, which that road was used as
part of the line of the joint companies to Philadelphia,
and by which the clear profits of these three companies
should be divided among all their stockholders, shure
and share alike.


Ihe lon companies constructed a canal from the Dela
ware to the in ny a railroad from Camden through
Bordentown to South Amboy, and provided steamnbo. 1a
at either end, to New-York and Philadelphia, so us fo
make a complete line of communication from one city to
the other, and also a railroad from the western extreimn
ity of the New-Joreey Railroad in New-Brunawlick
tirough Trenton to Hordentown, with a spur to the
Trenton Bridge, and lald rails on that bridge to
counest with the Philadelphia and Trenton Rail
road. The New-Jersey CowpaLy constructed its
road from the west undary of New
Brunswick to the Hudson at Jersey City near the ferry
of the Jersey associates, but did not construct a branch
to suy other ferry, These works were wll completed as
Tegiited by the acts authorizing them.
0 this manner, beside the canal from the Delaware to
the Raritan, three Subipiete lines of communication be
tween New-York and Philadelphia were perfected, One
from New-York to Amhoy By Heumbont, from Amboy to
Camden by rail, and from mden to Pniladelphia by
steamboat. The second from Jersey City through New
ark and New-Brunswick to Trenton, and over the Tren
ton Bridge and the Trenton and Puailadelphia Railroad
into Philadelphia. And the third by using the second to
Trenton, then by the road from Trenton to Bordentown,
and passing over the first thence to Piiadebiig
Each of these lines was a continuous line from New-York
to Philadelphia,
Each of these companies had, with the authority of the
Legislature but without the express assent of its stock
holders, varied and changed its located route, and con
stricted branches not authorized by its original charter.
And had purchased stock of other corporations deemed
auxiliary to its gw, fusrantecd their bonds, and leased
their works; each bad established und maintained a ferry
at the termination of its road over the Hudson and Dela
ware respectively, not for its own passengers Rerely, but
for the gusiie, And for this purpose the New-Jersey
Railroad Company bad purchased, at the cost of nearly
£600,000, the capital stock of the Jersey Associates. These
things were done sometimes with, sometimes without,
special authority of the Legislature, always without the
express assent of the stockholders.
LYASES, ETC., OF THE JOINT COMPANIES,
These lines were the ouly canal snd rail
road routes authorized by the State, by
which passengers and freight coming to Philadelphia
from the West could cross the State to New-York. The
Pennsylvania Railroad Company owns or coutrols the
rail;ouds which are the chief means of communication
from the Western States, including California to Phila
delphia. This Company made au azreement with the
Joint companies in 1863, vf which freizht and passepgers
coming over its road, aud the roads controlled by that
Company to Philadelphia should be carried to New-York
over the roads of the joint companies, without change
of cars, and the fare and freigut received should be
divided according to the distance passed oyer the re
spective lines,
The depot and other terminns acoommodations at Jer
sey City, barely sufficient for the proper buinesss of the
united companies, were found inadequate for the freight
business from the West, which was coming over the
Pennsylvania Railroad, The united companies, to pro
vide for this need, in the Autumn of 1867, purchasod of
the owners the Harsimus Cove property of Jersey City,
extending from South Becond-st. to Bouth Beventh-st.,
giving them a front of 1,300 feet on the Hudson Spposiie
New-York, and containing about 70 acres. ruls pu.
chuse was made at the cost of near half a million of dol
lars, without any special authority frow the Lagisintuse,
and without any express ussent of the stockholders.
By virtue of an ws} sPPrOvEd March 30, 1838, the right of
the Btate to the lan this purchgse, with the right of
reclaiming lands under water wus conveyed to the
united companies for the price of $500,000, This
act guthorized them to construct a branch road from
this property to the New-Jersey Railroad at Bergen Hill,
To this act the assent of the stockholders was not re
quired or obtained. And, as 18 alleged, the united com
panies have expended about $800,000 in procutin the
right of way for the branch so authorized by this act;
and the improvement of this property for use will re
quire several millions more.
By an agreement made between the joint companies
and the Pennsylvania Railroad Comphny. in 1863, that
Company agreed to construct, and did construot, a rail
road led the connecting road, from the Pldladel phia
and Trenton Railroad at Frankford to its own road at
Mantua. By this a coutinuous and connected line of
railroad was completed from Jersey City to Pittsburgh,
and further West, so that passengers and freight could
be transported from Jersey City, and also from Amboy,
in the same cars in which they were there placed to Pitts
and the Pennsylvania nRaliroad og pA in 1969, tual
Compas agreed to construct, and did construct, a rail
road, called the senupctiug Toad, from the Pldladel phia
and Trenton Railroad at ord to its own road at
Mantua. By this a coutinuous and connected line of
railroad was completed from Jersey City to Pittsburgh
and further West, so that passengers and freight could
te transported from Jersey City, and also from Amboy,
in the same cars in which they were there placed to Pltts
burgh. The Pennsylvania Rallroad had a branch road
to the Delaware at the foot of Washington-st.,, in Phil
adelphia. and the joint companies connect with it there
by a ferry from the terminus of theirrallroad at Camden.
THE PROPOSED LEASE.
In this situation of their works, connections, and con
tracts, the defendants, jointly with the Philadelphis and
Trenton Railroad Company, with the Pennsylva
nia Rai'road Company to enter into the J opesch ocon
tract with that Company. The terms the contract
had been settled and aired upon, and the Vin board of
the directors of the united sotipanics has by resolution
entered on its minutes directed its execution. By that
contract the caval, railroads, and all the S1ksag PrUpersy,
real and personal, und the franchises of the ocom
panies, and the Philadelphia and Trenton Railroad Com
Jany. are leased to the nsylvania Railroad Company
r 999 years, for the ARnuAl reg of $1,948,600, being ten
per cent on the capital stock of the united Solupanies,
and the 4,948 shares of the capital stock of the Philadel
hia and Trenton Railroad Eompany, aot held by the
t companies, and so nos represen by their capital.
lessee agrees to assume and Jotfora all the duties
obligations, contracts, and Liabilities of the lessors, and
to save them harmless from all existing or future claims.
The lessors agree to furnish the lessee with 23,250
shares of their capital stock and mortgage bonds, on an
executed morteage for $20,000,000, to extent of about
$4,000,000 more than 1s Toquized to wd their debts now
maturing, such stock and excess of bonds to be used in
the improvement and development of Harsimus Cove,
and to be advanced in installments after the amount of
the installment had been expended. The lessee is to
heey the works in yepair and the contract
fon ns a clause for reéntry upon Bow Jer,
mages of any stipulation by the lessee, and that
bh ereupun its estate and interest shall cease and be void.
0 act approved March 17, 1870, is relied on as giving
Power to inake this contract,
oe wet of 1870 declares “that it shall be lawful for the
pH comipatlics, by and with the consent of two-thirds
i io Mock olders of each, to mnsolidate their respeet
pod apitul stocks, or to consolidate with any other rail
vid, or cubal cowpauy or cowpaules, in thls State 01
LL LLULTA er eharteors to cxetapt them i" comnAtantivn is proyides Te eamoiainaats Jeny that th be jw a@
ib cap direct wba. 8 Wubi 00 wewicrs of Lay I i” oh hem Jovi, 358 Jr orpaee whl hy Jom _ oo Wi BS tor AA ant Lao bonding of Hho ONE. a decision #4 lw Here 0
bd AMON ME AV DVM A mami
business wi sdoh company or companies by oe
ment, con or otherwise, aa to the Dire 0
said uni compautes shall seem expedient’ HEPIC
vided that any stockholder who should be i his
with such arrangements, and should give notice of U3
dissatisfaction within months after it should
made, should be paid the full value of his stock, to be sp
praised by commissioners appointed for the purpose. R
To entitle a party to protection by injunction, it mus
Sloaly Sopeat that he i some right which is about to
be v10 as well as that the threatened lojury in ine
parabls or cannot be adequately compensated for by
suits in the law eourts, The right of the complainants
claimed here is the right to have the works of the de
fendants remain under the present management, with
out being leased or transferred to any person or Qurpors
tion at a fixed rent, fustead of the possible Revs be
made by the management of the Directors. right
the complainants to their stock is not disputed. The
only question is whether this gives them the aa
to control the action of the Directors and them
ity of the stockholders fin such disposition of
the works and franchises. Tt is contended that the aot
«of 1870 does not authorize this lease, and that If it Siete
any authority in this case this lease extends to objects
not within it,
It may be considered na settled that a corporation tan
not lease og alley any franchise, or any prope
saty fo obs oy Bh obligations and duties to the State,
without legislative authority.
Bema vy, Rufford, 1 Bim, N, A, 680; Johussn v, Shrewsbury and Pa.
B.R Co, Gex, McN. and G., 914; Shrewsbury and Birmingham B.
Cov. North Westerg Co, 6 HL C130; Heath Yorkabire R. Co.
v. Gr. North-Westers  R. (o., 3 De Gex. Me X. k Q., 576; Michigan
and Birkenhead R. Co., 5 Te fierk 8n., 532; Great Midland K. Oo. v.
Eastern Counties R. Co., 9 Hare Lv asd Rutland R, B. v. Kerr,

14 Barb, 601; Ohio avd Miss. H.R. v. Tod. and Cia. RB. R., 14 Am. Law
ogy So Lsaman v. Leb, ValL R. R., 6 Casey. 43; York and Md. R. R.
v. ans, 17 How., 39; Com. vy. Smith, 10 Allen, 355; Richards v.
Libby 11 Allen, 66.
This rule is founded on reason and principle, the fran

ohises granted by the State are often Juste of the sover
elgn Bower delegated to n subject, an alyuys privileges
to which other citizens are nof entitled. In these grants
the State 1s supposed to regard the oharacter of the
grantee, or the guards and restrictions placed upon the
corporation, when tho grant is by a oharter }o bérions
continually changing by transfer of stock. In this case
the franchise of maintaining a canal and railroads across
public highways and navigable rivers, of taking tolls
and rates of fare fixed by themselves without control,
are with others a material part of the property leased; thess cannot be
leased or aliened without consent of the State.

THE LAW ON CONSOLIDATION OF STOCK.
The act of 1370 clearly granta the power to the United Companies to
eorsolidate their own eapital stocks, and to consolidate their stocks or
busiv ess with any other connecting rallroad in the State; but it Is com
tended that it does not authorize such consolidation or cosusction of busi
ness with any corporation of another State. The question depends upon
the meaning and effet of the word otherwise.” Yrbis is eertainly an
faapt word to designate Sompaies out of the State by being place! in op:
sition to the words “in this State.” 1t is inspt, becanse Its proper ase In to
express difference of means or manger, and not of place, he word is
used bere in a way that admita of so ecbange of place in the sentence,
even if such change can ever be permitted. Companies in this State”
are one sahject of the provision, the word or plainly denotes that some
other gubjact is to be Indicated. If the word elsewhere or otherwise
had been used, it would have appropriately tigrewnd the
meaning intended. The radical meaning of the word olherwise,
which is always a relative word, is different from that to whieh 1¥ relates;
and the phrase to which it relates in this case, both from location and the
sense, is clearly the words in this State.” It means companies different
from or other than companies in this State. This is the meaning that I
think would strike every one upon the first reading of the sentence; bat
any one conversant with the correct use of language would be strock
with the inappropriateness of this word to express the meaning. It
is a case of bad grammar, and vot of doubtful meaning. The maxim
‘mala hadi B non vitlat chartam,” applies to statutes as well os to
deeds. If a statute provided, That if or father or mother shonld cbas
tise a child so as to maim It. he or Aer so doing should be guilty of felony,”
Jailer mother would hal ap he groud hat. soe og he:
eh alone ne uld not be app to be guilty,” be
Hi the _ey foe Tw ow, A. ag pe. the settled use of lan
guage forbid it. Something was intended by the nse of this word and
settled rule of construction requires that no part of a statute shall be dis
regardtd if any effect can be given toit. Den. v. Dubois; 1 Harr, 293.
And whére the futention of the Legislature is plain, the words of the
statate must be construed according to that intention. No one can read
this statate, either in a cursory manner or with deliberation and repeasad
reading, without being convinced that such was she intention, and that
the worts used express it, although awkwardly, inappropriately, and ua
grammatically.
It ix a rule of construction that all grants from the State, and grants of
franchises and exemptions in charters, must be construed rity
aud most strongly in faver of the pablie, and against the gran
The ohjeet is to protect the pahlic against improvidess grants, and grants
made by implication without clear intention.” And such grant will not be
sustained by doubtful wonls. Ambiguity in such grant vitlates it. But
tlls rule is qualified by anotber—~thai such grant and the statute waking
it must receive a reasonable construction, snd Bot be so construed as to
defeat the intention of the Legislature. and that the ambiguity must be
such as is not removed by the settled roles of construction.


1 Sedgw. on Stat., 259 and 327; 3. Dutch, 523, State v. Newark: 3
Dutch, EA Wright v. Carter; 2. Zabr., G44, Briggs case; Bridge Propri
etors v. Hohokea 2 Beas., 81; Del. and Rar. Canal Co. v. Rar. and Del.
B. R. R. Co., 1 C. BR, Green, 712; Richmond R. R. Co. v. Louisa R. B.
Co.. 13 How, 81; Perrine v, Cles. and Del. Canal Co., 9 How, 172; Pea
noek v. Coe. 23 How, 132; Rice v. Rail Road Co., 1 Black, 380; Phil,
and Erie BR. BR. Co. v. Catawissa R. R. Co,, 53 Penn., 82 and 68,
This act can hanlly be considered a grant from the State. or to
full within the reason of the rule requiring strict con.
struction im all such grants, The State lLere parts with
po property, and creates no new privilegs or frauchise that can affect the
public. It simply pennits a new arrangcmeas or contract as to privilege
and franchises already granted. It salaggse none. It clearly allows such
arrangemeut with companies in this Btate, and the only question is
whether it shall be allowed with like companies of another State.
I8 THE PENNSYLVANIA COMPANY WITHIN THE Act?

It is also urged that the Pennsylvania Company is not within the par
view of the act; because their works do not form connected or continu.
ous lines with the works of the defendants. I think that the lines are
both continuous and connected. The works of the Camden and Amboy
Railroad Company extend from New-York to Philadelphis. It was so
beld in the Sn case, 2 Zabr., 623, and tho Delaware and Raritan Canal
Comoany agt. The Raritan and Delaware By Railroad Company, 1 C. EB.
Green, 531 and 3 do. 548. They extend to the fool of Yl aingiont. at
Philadelphia to the railroad of the Pennsylvania Railroad Compaay.
Thos their works, though pot their railroads, form a contina
ous line, The road of the Camden and Amboy Company at
Trenton is connecied at Trenton, is connecled by three intorvoulag
roads with the Pennsylvania Railroad. Thep Are pot continuous th
Ampliee without interval er Jaueriegtion, ilroads ean be connected
ei directly or by intervening The provisions of the acts of
Penstivania show jing their phrase is, connected directly or by in
tervening roads.” In either way ther are cemacoted, if directly con
nected they are also continuoos. And the fact that this act uses the word
connected after continuous, fur the obvious Jurpoes of adding something
to the extent of ihe [iuviion rhows that the fotention was to luclude
roads connected not directly, but by some intervening or connecting road.

THE LEASE NOT A BALE.
Itis also urged that the means proposed are beyond the powers in the
statute; that the authority is to lease, bat that the proposed lease for
999 years a. in Jeni) and substaaee, a sale, og in pame a lease,
This term is, no doubt, practically equivalrut to the fee, but it differs
radically from a sale, becanse it is for rens reserved donlug the term,
with power of réeptry. The distinguishing feature of sale 1s that itis
for a consideration paid, and extinguishes all right to the fugert
This is In substance as well as io form a lease. The act of 17h y la
my opinien, authority by the Staje to make the proposed contract and
lease. The complainants further insist that even if the act authorises the
making of this contract, as far as the State is concerved, yot that against
them it is invalid, as it impairs the obligation of a coutract existing be
tween them and the defendants, arising ont of the chartews and their sub
scription to the stock this coutract they claim to be, that the roads and
canal shall be maintained and operated by directors chosen by the stock.
holders for their euetit, and the whole net profits divided among them as
dividends and that this contract continues withont limit of time, unless
every stockholder shall consest to change or terminate it. It is settled
that's charter without reservation of the power of repeal is a com
tract between the State and the eorporators, which cannot be
altered without their consent. It is alse settled by many
decisions that a i cannot uss the capital stock of
the eompany for any enterprise substantially different from that author-
ised by the charter, as the stock is subscribed and paid in for that par
pose, and that only, which raises contract not to apply it to any
and that when persons enter into partnership or become incorporated for
specified object or business, and the articles or charter stipulate that the
business is to be continued fur a time specified, that the business cannot
be abandoned within that time except by the consent of all the partners
or stockholders,

Bee Zabrigkle v. Hack. N. Y. 8 R. Co., 3; C. EB. Greea, 173, and the
sathorities there cited.
There is no case that holds that a majority of corporators where a time
is not Heed for which the enterprise must be continued. may
pot abandon the SHprgrive, and sell ou: the property of the Company.
The dictum of Parker Master, in Kean ast. Johnston, 1 8tocks, 413, i the
only satbority which I find in spent of the doctrine, The dictam in my
own Optaion in Zabriskie v.The Hack. R. R. Co., 3 C, B. Green, 193, that
a single stockholder can prevent all others from chauging or abandoning
the work, must be taken with the qualification annexed to it ia the former
part of that opinion, p. 183—that is, “where they become members
of a corjoration for definite purposes, specified in their char.
ter, and for a time wettied by it.” rhe case of Natusch
agt. Srof, cited in Kean v. Johnston, does wot support the
position. ‘I'be Somplatases there Leld a life policy in a life insurance
company, by which be became a member, This ws a contract that the
Sousa) should continue until his death. Lord Eldon beld that ther
oculd not add marine insaraoce to the business against his will, while the
Jrmenbly continued, nor compel him to retire, by indemnifying bim or
y valuing bis policy and pe it off. Nor does a of Chan
cellor Kest, in Xiviapsane v. Lynch, 4 J. C. R., 573, sustain it, There
the partuensip was stipnlated to continue as long as Fulton's exclusive
right continued, and it was held that a majority could not change the es
seutial provis ous of the articles of partocrship. Gough and Angell, in
the section referred to, and Binney's case, 3 Bland, ch. 142, state
that there is little doubt that a court of equity, in a proper case made
would restrain the disrosition of the property of a corporation for other
than cornonse purposes. This refers to a disposition oT tte whole prop
erty, du the co tinuance of a corporation, and not to ap abandonment
of the enterprise by the vote of a majority. The reasoning of all these
authorities is based upop the law of partnership; by that law,
when thers is no definite time fixed for the duration of a
Jariaenth rbip, it is a partnership at will, and may be eaded by any partaer
Story on Partnership, 269 and 370, Collyn B. r. ch. 2. 32. And this
was the doctrine of the civil law. Pothier Pand. 17, t
1 Dowat liv, Law, 3802 809, wd Lb Pav. 8;
Becoming rporated for a specified object without any specified ti
for the continuance of the business is no coatraet to oer it iy
any more than articles of partnership without stipulation as to time. Thers
is Lo reason why it should be construed into such a contract. Such is
vot implied by the charter. And a doctrine that all the stoekbolders bas
one may be compelled to continue a business whish they 8nd undesirable
and unprofitable, and wish to abandon, is 80 unreasonable, and nnjust
that It will not be held to arise by implication, unless that implication is
3 Xo Srp tee Court of Pennsvivania in Laum
4 0 aaviv n anv.
Valley RR Co. (0 Penn, C. Case, 142) that private LS: i Lshtnin
bra vote of the majority, abandon thelr enterprise. aad sell their
propery; and that suc violates mo contract. In their opinion they
say If thers has been AuTiniog la the relation existing between the
corporation and its members thal prevents a sale. then 8 more serious
control. If 14 cam do this by general law it can by special act. The
of 1870, does that in this case. tod
THE LEASING POWER.
{dentifiod In
But becsase the corporators may with the consent of (he State, by
the vote of {amon or twothinds iu istegest,
don thelr sell owt their proverly, nd
hia Sure of the proceeds (4 each stockholder, it does
that by the Mtb asibarit) vse works may be leased to he carried
right to elect the directors by whom the business is to munsged is 8
provision in the charter which the Stale or majority shanot Iutoriere
with; ft ls a contract, The true question om thal point hers is whether
fut aking of tka lens and contract is am sxercise of the power of man.
ge 1s op Ba ore ode 154
r, a8 can consent y of corpora.
tors without that of all.
Such directors have power to make somtracts binding beyond their
jure of vlten, Joy 3 Some fares, and to fo 40 for afxed poriot 4
or contract express compaoies
and ther railroads Tor the use oe roads for a dorm of years at»
stipulated price: such contracts are uaiveselly sdenstied to be valid if
permitied by the State, These roads are highwars, oh which any
citisen or Surperiien of Pennsylvania ba s right to travel and rug
trains. The cannot probibit this as long as they aro public Bigh
wars, much less can the defendants. There is no reason why the direc
tors should not make a contract with any ove for a term of years that he
might beve the use of these roads for s stipalated price BOF Wh part af
that priee sboald not be the keeping the works in repair. and paying all
dues and taxes. I tee 20 reason why directors, officers who are
authorised by the charter to conduct the whole business and maaage the
affairs of thes eorporatios should mot exersise that power by leasing
the works others obligated to perform
all the duties of the sd s masner
oi lated in the qontraet, and such rest of as fa thelr
wigmgsk wi be to w 152 ttetaln:
A dy li] or 90. This su #0 to the stoek
rs must be on the provisions of Lhe charter, and act upod a
apeciel suthanity Bon He BE, co or rot the
property
rm rs have wer,
determined a majority of the stoskbobiom. I bas pever
bees bold that thers 4s am Implied contract ia the charters
that the directors of such Surporsiien shall not exercise their power in
Lhe is tha pee of making Aad huaging a
w wer hy
ing the power od duty to levy taxes provide bhwars, may by
stipulations ia charter and other laws deprive themselves and their suo
cessors of the power of levying taxes, ou any portion of propery in ihe
State, and of making roads in say and of course in the whole of ite
territory, and this mast now be aa law ustil wise counsels still
cherished prevail; 11 Wallsos 441, Washington University v. Rouse.
And this under constitutions which provide thas the law-making oA
shall be vested in representatives slected yearly by the people. II this
can be done, much wore aay the Hractors of a corporation so exerciee
their powers, especially by the actual consent of 8 majority of the corpo
rators, which in that case a squivulont 0 change of Constitution in a
State by 8 majority of the whele peaple, Whatever view may be taken
at law such power seems equi a3 the owners of twe-t of the
stosk have power by contracts for proxies or other means to pledge their
stock Lo vote for directors, whe would from year to your renew and con:
tinue suck coubracls.
aot the n ip Re trsasturred by this


Over much, If aot the most progert, J
lease, the directors bave sbsolute contro fo dispose of it without
the eonsent of the State or the stockholders. this class are the lands
ard real estate held not needed for sustataiag their proper works. All
moneys and securities for moneys in All shares of stock in
othe: corporations, and all leases ol quer works or roads. It has been
questioned whether the defenda held Nog to take or bold
such stocks or leases, oven with comsent of State, and whether all
these acqaisitions wers not uléra vires. Bub the charter of each of these
a, gives absolute power of purchasing, oiding. aod coavey
ing real and personal estate without I'mutation. and to make it stronger,
If that Ia posai'le, In the Now-Jerse) charter the words are any real or
posse atate.s In Bh cane the aa come of the Joctioh grauts all
rights to co bodies, acoegsary
hi on of he ack, 'Haie limitation pe ev be annexed to the right of bolding
roperty, because the two clauses are separated by other provisions of a
bh ferent character, and the anuexing the Juilijestivn to one power and aut
to the other seems to indicate the intention to grant the one aa it reads
without the limitation, Expressio unius est exclusio altering.” 1
know that it has been held in many cases that the power conferred on
corporations to hold property is confined to such Jropert as is necessary
or convenient for the purpose of the charter, yet decisions, I SIPS
hend will be fond to be made upon charters containing that limitation.
Although the dictum of Potts., J., in The State v. Mansfeld, 3 Zabr.,
510, would seem to apply that construction te these charters. But sven
if that limitation must be applica by constrmction to the express words of
those charters, yet the app ication of the §7/petble by the deeision in The
State v. Mansfield is that the sutbority to bold extends to all property
that it mey be oxpelions or convevient to hold the better to effect the
rposes of the charter, such as dwelling-houses for employés, Hugh
fase were not judged io be free from taxation, like bowses for lock-
tenders, car and re shops, which were jassusenry or proper for main
taining and operdiing fonds and canal. This constrnction would include
the stock in the Belviders and other tributary roads, aod even the stock
of the Jersey associates necewary to obtain the ferry privilege so im-
portant to the profiavie operation of the NMsw-Jersey Road. Unlimited
ng of holding any real or personal estate would in ali cases satborize
he Directors to purchase and hold sach rty when bought in good
faith to promots aod farther the orfecte of the corporation,
even without the Sonat of the Sogh olders, Bot all such prop
erty not expressly authorized to be held by the charter. or necessary
tor its proper phietis, the directors may dispose of by sale or lease, or in
any manner at their discretion without the consent of either the stoek
holders or the btate. They may also thus dispose of we cars, locomo
tives, steamboats, or fuel provided expressly for their works. They may
sell or dispose of their wharves and ferry-landings in New-York or Phila
depuis and Joisian others, or may discontinue any ferry. TLey may,
and constantly do, leass parts of these, and of their othér real estate not
pesded for Dress uss. They may take wp and discontinue any side
tracks or stations that are nseless; the Rewsjevey Svajun took np the
thir! rail. laid on each track to enable the cars of the Erie Railroad to
reach the Jersey yi Perry. Itsold its branch railroad and bridge st
Newark, and the right to oceupy part of its road-bed, to the Hoboken
Company. These sales and changes were made without consent of the
Legislature or the stockholders, and were within the Sorperals powers.
The directors conld abandon. and take up, oy second track on the whole
route, and sell the rails if it became nseless, And a source of loss by de
crease of basiness. They can discontinue any train or traims, and any
station, except such as they are bound by their charter or by contract to
contirue,

It uay be a serious question whether either of the defendants is beand
by its original charter either to the State or its stockholders to operate a
road. The Canal Company is neither bound or sathorised by its charter,
expresely or by ible implication, to run boats on its canal; the Cam
den and Amboy Ponpesy is neither bound nor expressly satherized by
its charter to run trains on its road; and, by the rules of strict construe.
tion insisted upon by the counsel of complainants, authority te run trains
cannot be sustained by implication. The gliciivn is very slight. It
cannot be had from the power to construct and malotain the railroad, any
more than the franchise of bejag 4 transportation company could be im
lid to be granted to any turnpike or plank-road Sombady. The word
ansportatin in the mame does not imply it, beeanse on the water they
were made a transportation company by express enact
ment; on land a railroad and on water a og
company. The name was apt. The Ilth section, which states
the object and confers te pover, confers dover oaly to construct the
road, not to operate it, o sixteenth section, which provides for tolls
and charges for transportation, will be satisfied bof tolls ou land and trans
portation on water. And 1s us that speshs of ts use of the road does
not necessarily imply the use by running trains, bat is satisfied by its
delag kept in repair and wbilor oasis Hoge The sigbtocth section,
Jace the very sich Implication which may be drawn from the fact a
was contemplated some purpose ows carr
machines Ol a ee ra traine pos on
presaly or by necessary implication which js insisted oa by the complain
ants 35 necessary to confer it. Aad the presumption agelost the mpi
oution acoms strongthonad by the fact that in three railroed
rn in 1831, vis.: The Pat. and Hud. River Road” (P. L. 34), The
terson Junction Road’ (P. L. 69), and The Elis. snd Som. Road”
(P. L. 8), and in three charters granted ia 1832, vis, for
“The Faw-Jorsey Road” (P. L. The Paterson and Hackensack
Road” (P. L. 121), and tbe N. J., Hud. and Del. Road, 130, express
anthority was given to operate the roads with locomot.ves snd cars, to
charge one rate for tolls and another for transportation in the cars of the
Company. In 1815 a chatter was granted Yo The New-Jersey Railroad
Company” to construct a railroad from the Delaware to the Raritan, with
a eavlia] of $500,000. This, with the steam navigation on the Delaware
aad Raritan, ond had been constructed by the parties interested. would
farni x ous route communicaty from
Philadephia to New York, and of transit over this Stats from all parts
of the Union. It was, so far as have been able ito ascertain. the first
railroad charter granted in America, and it shows that New-Jersey bas
always been foremost in works ol patie improvement, and willing not
only to permit, but to provide for the passage of all across her wt Tui
This act provided in its tenth section for rates and charges for trans
Joristion of merchandise and products and tolls for all persons using or
veling on the read. But mo other or express power for run
ning trains was given. The implication is a little
stronger in this than the other. Yet either act may
be resd and fairly construed as merely authorising the construction of a
roed to be used only by the nublic with their own carriages, horses, aad
motive power like a taropike or plant road.
Yet no one can doubt bat that ia both thess cases both the Legislatare
and the corporators supposed thas the right to operaie these roads was
granted by these charters. The rat charter was granted at the session
of the Legislature next after Utor jo Staphensce in 1814 placed bis first
locomotive on the Llgvors lroad, and ori by surface
traction in frewis of 14 tuns six mies per hour, The other was
granted at the on next after his faravus cage the Rocket, the father
and prototype of our t improved ves. was put in suecesafnl
Spolviion the ne of the Liverpool and Manchester Railroad in
1829. It bad a uf $30 fusbout oped of 30 sites unloaded, and with
load of 50 tuss, 14 miles an hour. roads were both projected, at
least in part, for locomotives, and probably the projectors intended that
Yusse eniuce icuidrhe rus by the corporations.
Bot although thas the conclusion may be arrived at with some difficulty
that this corporation was authorised by the sbarter to squip and operate
ita road. there is slariy, neither by express enactment or implication,
any obligation to che State or contract with its stockholders to do this;
wud 1hat contract, sad not the Power a de H, 8 the question now under
consideration.
In the charter of the Hew Jory Railroad Company there is clear and
express power to equip aad Soph power to operate the road granted in
the 6th section. But neither this section or any other part of the
charter makes it Shligatory. It ls compelled to construct and maintain
the road ander pain of forfeiture of the charter. This act declares the
road a pablic Dighuar, and provides for the use by the public, limits the
amoant of tolls fo be charged, and directs voll. boards to be pat up at the
toll-gate. The duty of the Company to the public would be faltlied by con
structing and maintaining the road, This power, like the power to construct
branches, to erect dams sad driv and every other mers power granted
by the words Ismay be lawful,” or it shall kiive r” may be ex
ercised or net at the discretion of the directors. if such corporations
ag vader, waiting-rooms, and ach rag. for the accommods
on of trave vA Naguns, truck 2170 Fala fur bagpage
and [reight, which they have power by implication to do, they can
or abolish them a a Tw Pibey become Arie.
sw 0 dudes So df vise LS, tue lez
venlences will be better furnished by others. The directors of
these companies have power to disc ntimue any train, or hall the number
of trains run, and to reduce the (irae and rates of freight, although in
the opluion of the stockholders, and, in fact, these changes may be inju
rious to the interest of the company. The stockholders Po no right to
require the directors to exercise to ita fullest extend, or at all, any dis
eretionary power conferred by the charter.
Ry these Jracipies are eorieeh io feb ubion by Reid directors have
pow continue opera o roads, to sell and dispose of
all their equipment or plant. Vr the only question that on poh is
whether they can by lease delegate the power and duty ta keep the road
in repair, with the rant to operate it, to another eorperation for a cou
sideration which in their ofisien is adequate and bepeficial to the stock
holders. I am of opinion for the reasons above stated, that they have
tion only aflor (he taking, and is therefor veld by The somstlbatie.
a an IN Hie Net HW) BE TIES. COMPO ati on fo
Aart 8 she movie ot bon 4 be tos et] ote
900 of the functions aad dutios of government to pre 4
Td Sut] rernarisnd in all civilised nations fp med
ate, Brahe diy l 001 Lo be shire of inns of the wa
re heir pried to me hs Bibeare ou es
ee pon aod rcomaedote the ia tei ag
sovereign power and for a public use. and in these Grads are buy a
logother in one country with many common interest. oh Mates,
citizens of many States can only reach other Mates or the ve
harbors, snd marts of commerse, by ervesing i hon, 4,
struction of bighwass for oneh pede wie] ate thy
is for a public ase. ~The law arbi er ch Tele laid ered br congy
Justice Beasley with so much clearness In the ea~ of the: 1 bY Cit
Canal Co. v. The Rar. snd Dol. R. On. 3 C. B. (rors. sro 1
State cannot aa right demand (hat a cortais made of pomace
rorided for her citizens and her property by sny other oon shall
‘ederal (Goversment bas ot been empowered, and has pot Tet ug,
the power, 10 consruet milraads throm h Slate. Jt roy Se
8 moral duty or Imperfect obligaton upon eect
cope ove hme to 1 ode is provide for passers scree
ei roy of Maton thates, If the Btate choores bo do this Tm. Saal
am act done in i dovordi capacity, ind profert
taken for public use. Camden 33d A Ea road ie for ly
across the Slate for that purpies snd at only ts termini wand
Cities of Now-York and Phib dolphin The rescad section of tog p,
a Te II WO
"ob obliged to an Pint
4 ou ether
the oad, lo transport passengers und goods from ety 15 city, buggy ot
local puinongers of freight. was not sbiiged to bare apeta up ot
for passengers or 34 any polit ia the (80d v Ble the nang
as duclared 4 gable suad for who ooul) get their carriage
thers was 80 tion to provide switches or taraonts an: weg it
the line for the accommodation of ain io Pevverivasia, by shy
of Feb. 16, 184], provided that the New-York aud krly [ie
pass for about 15 miles throurh Be Dorion
of the State, and Mihi o land by er
eminent domain. New-York authorised the Morris Cajal
Syrpeiution whose works wers wholly in this Biate, to condemy fats
that State for a reservoir for feeder for the cass), aud it way
ea Lp Satie of eminent domain, —Morris Copal Co 7 Tht
end. 658, This State, by the act of February 2) 1s p
authorized the Now-York aad Erie Railroad Company, a fogs o 8
tion, whose business was to couvey puensers and freight from dn
snd otber potats of Now-York to New-York City. to recent is fuanit
Suelo ssmstivcka auleosd from the Paterson Bailrvad 14.8 poet ee
site New-York ‘The sct gave power to condemn asda, whe
acted on 43 Appears by the case of Roes v. Adema, 4 Dutab., 8, vt
Where a funcs ju Cont
York aod Now Haven Railroad Company to extend HO rond thrangy
State and take by condemaaiion. Bout in the present (hat
ase dose not Thi slows, The object of sornidint
busivesws of these companies bs be fli
improve communication all along their jae
large business and maoufacturing cities of ev-Jony
are upon the route of the united companies Many of these citi
priv receive and send goods and passengers {rom 30d to plas ng
interior of Pennsylvania. Ohio, [[linois, and other W esters tian. Jo"
communication is really improved, which Ja the abject aud inten o the
this power, it is a public benefit to the citizens of this State iy Hivig
a more convenient aighwa for their mtercourse with the wien
our own country. Taking the roads of these companies far thy rn
iv clearly taking them for public ase, 4nd for the we of by un
of this e; ft is simply ng the propertion of this Sue fu ay
highway that will bo pravidod bx Wis uion o COMDALIES. of one empl
idsted company from the Pi to the Atlantie, for the commen
all the citizens of the nation, including those of New-Jersey. badd
THE DEFENDANTS WHOLLY POWERLESS,
If the defendants and all their stockbolders hed refused compet 11
State conld still bave authorised the taking of these rosds fir the
contemplated. by condemnation. But the act of 1670 7 Prono
this, Its intention was only to allow these roads be _—
if§ wo-thirds of the stockholders should comsent. In that shee the us
tended that the stock or interest of the others who did not consent, uy
be taken 3}, voudwiuution, It is only when no bargain can be made vey
the owner that the power to condemn fs nenally given, And if the gupe
of an undivided share, or an estate for years. for life. or in roventes
Janda veuired, ocuseitta, hs nate need pot be condemeed, but wip thy
estate of those who do not agree to sell. It is fair and equitable Ga
Pech tock hoders 6 prefer i ake th ATT mers 244 by Low dee
for them, a perpetaal annuity of 10 per cent, ov the par values of ee
stock, to receiving its actual value as represented by the prope tr shes
be permitted to seorps such compensat on, they could not be compelled
take it. And that the others should receive what the aw requrms in of
cases of condemnation, the money value of their property as compen
tion. The objection that in this case the dejendunts aad vot tbe Legis
ture determine that the esse is a Ropes one for tie exestiom of the pone
of eminent domain is not founded in fact, There are onlr a fow cvapanian
in (ho Ntate and a few oat of the Stats, whose works eoeneet ith
those of the defendants. The Legislatare bave determined thas consed
dating business with either or all of these is for public use, ad proper
occasion for the ezercis of this power.
Bat the statute only provides for Sum eiautivn after the road ie,
The Constitution, Art. iv., Bees. 7 and 9, provides that private comm
tions shall not be authorized to take privpte property
public use without just Somhensstion Arst made.” A In
Pluvisien wes inserted in act comoldating tie lum
jompanies, aod in several other stitutes of tis Stale emacte! ua
the present Constitation, authorizing like changes. Thus sanctiosel iy
legislative approval, and that of the counsel under where advice thew in
portant Yraasiers bave been made, it would scem resumption bo iuid
1s invalid and of no effect, even if that was my opinion,
But it seems to me that the taking intended to be prohibited by te
Constitution ia an illegal or forcibie taking poseession, withost Ue cm
sent of the owner, 1% does not prohibit receiving or secepting by cones
of the owner, when the compensation isto be settled afterward Ay
one in lawtul possession, or baviagthe legal authoriiy to do it may gin
possession 1S otsponawtion. a tenant for life or year gives pu
session of the land consents $0 its use, a railroa! comjany may eae
ander him. and this weald not be Sakiug the property of the reversions
{1s eatate may be taken and condemned when the reversion fils ia. (on
etion to Mim must be made, then, before his esta‘e istaken, Tie
irectors of these defendants are in the possession 2nd coutrel of the
roads. The roads are not in the possesion of the complainants. The cor
poration, not the complainants. have the title; the wtockbolden lin
peither {be legal or S4luitabie title, or the right to the posse sion. Al'M
lease the Directors will give up the Josseuion of th: property. Jiwd
pot be taken from them. But on the hypothesis that ther hare not in
right to de this ay agaiust the complainants, the complainants will baw
the right to call them to an account in equit7 as their c7arws que (rus
and to compel the lesscr to surrender the lease as oltaind by bread
of trust in which they were sbettors, and comjel the Dimmcien
to sccount for she protiy which would have accrued bul fw
the breach of Their property im the stock is w
taken, impaired, or affected by the lease. Thev can alicr it proceed fw
any redress 40 which they were entitled before it. Bat upon Le proces
ings prescribed by the act for condemnation being bad, aud afier comps
sation pasd, the stock which was their property is lasea, and bueir nk
to any other redress is gone: thus the compensation ls fr.t paid belwm
this property is taken.
THE QUESTIONS OF CONSTITUTIONAL LAW,
Here are unsettled questions of  coutitutional lav,
Rroper for the courts of law to determive Upm
reata ihe rigs to this injunction. Wer wy leaving
be other way, it be ayaa the settled rule of equity to grast mn
Nasciin upon a doubt ul where the injury by arresting snd pos
i8)y defeating s negotiation jike this ‘might ve ao grea snl ir-eparable.
Kspogallt ings case where only a little more thas ove-sixtieth of the
olders apply, and the rest oF thete alooc Vein in, or be
beir writtea consents approve of, Jrepone od where te
ct provides for compensation to be made dy their own trustees. upon
imple notice that they demand it. The obyees of courts of cout
n interfering where property is taken contrary to the constitutional ore
rision, is te save citizens whose property is taken from the expesse aad
rouble of pursuing at law strangers who, without Jegul right, take their
ands. Here it is a claim against their partners or trustees, Bquiy dew
ot relieve by injunction in all cases of violation of constiuieml pre
isions. The Supreme Coart of Pennsylvania, tn Mott agt. Peamyivios
ailroad Company, 6 Casey, 23, refused unanimously a proliu nary isjwe
on on is ground to stockholder who was offered cowpenstn
f the act, and held that his rights were to be determined on the kul
nE.
Another question is as to tbe power of the corporation leases to rater
oto the ipod contract; whether they can bind thimelves boil,
rhother it is pot ubira vires, and, thersfors, all their unicrtaking rod
"he position of the defendants’ counsel. tlat this ls only a question be
ween them and the State that created them, to be ralzad by its offen,
od in which the complainants have Do concern, is wed nl
these directors deliver over to the lessee all ths property,
hese valuable assets, some of which %o the smount of mikes,
nay take away and convert to its own use, without being liable on ther
A ligations; his would be such faitbless and improvicest wise oof
quandering of she assets of these corporations and ocorporators a ved
atitle them to the preventive protection of a cours of equity,
That a foreign corpoiation may own pruperts in this State, asd ta
act business, and make contracts fn it to be performed bra
s 100 well settled te discuss There in no law of He
itate prohibiting ih. The capacity of su fore go
orporation to hold property or transact busisew depesde
pon the law of the State which credited it, If toat giges is power bo
wn, lease, or use, propent in another State, is has tha! epseds, Th
Pennsylvania acts o! ya Jw, and May JL. ee foi of ian 0
wey, wauedtiusbly ves this authority, This a Lo
2d was hy sdmitiod by the distinguished counsel who clued tha
rgument for the complainants; be only accepted from fi the penoosl
property and in other companies, whess railrveds do
of coupes. But that restriction is ously as to ib
osds embraced in the lease; it gives amtoerily fo este
2%0 amy DiAer contract with companies owing connectiog rosds. 1
rely will include power to take, with such railroads leas, we
arty which tte lessees bold for the furtherance of the (bjects of IM
eased road, as appurtenances to it—chariers and sitastes of a forage
tate must be consiruad bere as by the courts of that State. Am. Pret
Works agt. Lawrence, 3 Zah, 560. And it was bel in the Supreme Loard
Pewnaylvanis is The Philadelphia and Erie Railroad Comjarr ub
Ibe Catawises Railroad Company, 53 Penn. R., 20, that a sitoate stir
ting the lense of ome pea another Company authorizes it to it
win oe railroad leased to the lessor as appurinani to ts Jud J
nany decisions of that Court beside that jn Grata's case
nd purchases made hy these lessees without the consent of ull ue vio
sold sr, to be valid. LU
THE (CONCLUSIONS,
The conclusions thus arrived at are these:
1. That the act of 1970 gives authority to the united companies
ease 10 a corporation of anoiber State.
2. That thelr works form both connected and continuo lives with te
works of the peed lessee.
3. That the firretors of these og ryol hav 3) power to shor sie,
i erty axee)
iyo dispute of 31 Ue Jivjvits witout the consent of the Staw ar of
stockholders. i
nat roy have power, by osscat of the States and of 1 majerty
be stockholders, or of any uther proportion required by law, to uel,
ease. or otherwise of these works, or to abandon them.
5. That a lease bo by virtue of such autbor.ty is within the pve
lelegats il to the Directors. and that there is in their charters vo exprd
implied contract violated by it, and therefore the act authorising 4¥
unconstitutional.
That the parpose for which these works are leased—the ened 18
dvaptage of extended public Lighways, controlled and operated b=}
ead, for regular and easy commuuication from and through New A
nd other Srates—is evidently a public we for whieh property BJ
1 eon pensation.
at even if the Directors have not power to lease for a yee
o bind the storkholders or Joly amecessolt. oak Spe les-ing S24 hare Un
works to the lessees with a stipulation aad obligution
pei of dissenting ockboblors valu and paid for, 18 not taking pF
vy witbont fir<t making compensation
That the Peansrivania Ralrosd Company, the proposed
y ita chaster aud supplements, and the public laws of Gennl and bind
snatrued hy the courts of thet State, power to take this
elf to all ta stipalstons against making this lease, aged