of Union, Id. 599; Vail v. Eastern & A. R. Co., Id. 237; Grover v. Trustees of Ocean Grove etc. Assoc., 45 N. J. Law, 399; Daubman v. Smith, 47 N. J. Law, 200; Bumstead v. Govern, Id. 368; Dobbins v. Northampton Tp., 50 N. J. Law, 496; Eastern & A. R. Co. v. Central R. Co., 52 N. J. Law, 267; Kirkpatrick v. New Brunswick, 40 N. J. Eq. 46. The formation and regulation of railroads are subjects naturally and properly related to and connected with each other, and are both germane to the object which is expressed by their being coupled in defining the title of the act; that is, as I have already said, the creation of a general scheme which is capable of dealing with all railroad affairs which may be within the legislative power. We are not to say that the object of a law is not expressed in its title when the language of the title is an enumeration of the subjects it embraces. That very enumeration may serve to more clearly express the general object. For instance, in Easton & A. R. Co. v. Central R. Co. supra, the title, " An act to cede to the mayor and common council of Jersey City certain lands of the state, now and heretofore under the tide waters of the Communipaw bay, and to establish a tide water basin adjacent thereto, was held by the supreme court to express with even unnecessary precision the single object of appropriating land owned by the state to public uses. I do not find any constitutional infirmity in the title to the act in question, and the language of the act appears to me to be sufficiently broad and comprehensive to confer the power contended for by the defendants. opposed to My conclusion upon questions arising in this case, and hereafter stated, obviates the necessity of my passing upon this proposition, which was most strenuously insisted upon by the attorney general: that, even though Authority to the act of 1880 may confer the power to lease, that lease when power impliedly, from the character of railroad public policy. corporations as quasi public bodies, is limited to leases designed for the public welfare, and does not warrant a lease in furtherance of a scheme to prevent competition, and create a monopoly. While I do not declare this insistment to be law, and accept it as a factor in the process by which I reach the result of my deliberation, I deem it to be of such importance as to merit full statement. Corporate bodies that engage in a public or quasi public occupation are created by the state upon the hypothesis that they will be a public benefit. They enjoy privileges that individuals cannot have. Perpetual or certain life is accorded to them. Usually the exercise of the right of eminent domain is dele. 51 A. & E. R. Cas.-2 gated to them, often to be exercised in whatever locality they may be pleased to designate. National Docks, & N. J. J. C. R. Co. v. United Companies, 53 N. J. Law, 217, 47 Am. & Eng. R. Cas. 87. The use of the common highways is frequently subordinated to their operations, and, indeed the individual is compelled, even in his own home, to submit, without redress, to discomforts incident to their lawful operation, which he would not be required to tolerate from other sources. Beseman v. Pennsylvania R. Co., 50 N. J. Law, 235, on appeal, 52 N. J. Law, 221. Thus they are given special privileges because of the benefits they are presumed to confer upon communities. Railways afford speedy and comfortable passage to and from divers parts of the country, carry produce of mines, farms, and factories to markets, distribute industries throughout the land, feed the multitudes in populous cities, and accomplish many other beneficent ends. Water, gas, telegraph, and similar corporations also render to the public benefits which readily suggest themselves to the mind as it contemplates their work. While the state confers special privileges upon these favorites, it at the same time exacts from them duties, which also tend to the public welfare. The whole scheme of the laws of their organization is to equip and control them as instruments for the public good. Such corporations hold their powers not merely in trust for the pecuniary profit of their stockholders, but also in trust for the public weal. The impress for public good is stamped upon their very being, and it becomes a duty, which, though not prescribed in express language of the law, is to be implied from the nature of every power conferred. When, therefore, it appears that such a corporation, unmindful of this plain duty, acts prejudicially to the public, in order to make undue gains and profits for its stockholders, it uses its powers in a manner not contemplated by the law which confers them. The use becomes abuse, and is tantamount to excess of power. I appreciate the strength of this argument, but, as I have said, I do not need to affirm it to justify my conclusions, and therefore content myself with the mere statement of it.. Anticipating that I may hold that the act of 1880 is constitutional, and that it gives power to the Central Railroad Company to lease its road and franchises, the attorney general further urges: First, that the lease in question is in reality made to a foreign corporation; and, second, that such a lease is forbidden by the statute approved May 2, 1885, entitled "An act respecting the leasing of railroads," except under conditions which do not exist. I agree with him in both these propositions. Equity looks Lease was made to a foreign cor poration. at the substance, not merely the outward form. The transaction of the 12th of January, 1862, between the three defendants consists, in form, of a lease between two of them, and a guaranty of that lease, coupled with a traffic agreement, to which all three of them are parties. Such is the form. But when the fact that a law which, in its terms, prohibits a lease to a foreign corporation without legislative sanction, is contemplated, and regard is had to the characters and relations of the contracting parties, and to the terms of the instruments they have entered into, and the simultaneous execution of these instruments, a substantial status, differing from the form, is disclosed. The statute forbade a lease to the Philadelphia & Reading Railroad Company, a foreign corporation, until a law should be enacted which would approve such a lease, but it did not prohibit a lease to a domestic corporation. The Philadelphia & Reading Railroad Company, through its officers and servants, had promoted the organization of the Port Reading Railroad Company under the general rail road law of this state for the purpose of building and oper ating a short railway in connection with its system. The capital of that company is $2,000,000. The road is only 20 miles long. When the lease was made it was but partially constructed. Upon such assets as it then had there existed a mortgage for $1,500,000, an amount probably in excess of the value of those assets. No one can for a moment believe that the Central Railroad Company of New Jersey would commit its extensive railroad, with its depots, stations, terminals, rolling stock, ferries, and 40 auxiliary roads, in all representing assets valued at nearly $70,000,000, to the keeping of so irresponsible a lessee, and depend upon it alone for the security of that property and the payment of a rental which for a single year will exceed the value of the lessee's entire property. The mere statement of such a proposition exhibits a business absurdity. The lessee was not only irresponsible under such a trust, but was not in position to afford the Central Railroad even a temporary benefit from alliance with it. Without the sustaining arm of the Philadelphia & Reading Company, a lease to it would not have been thought of. The recitals of the guaranty admit this absurdity by representing that the Central Railroad Company would not lease until the Philadelphia & Reading Company, entering into the same transaction, and as a party thereto, executed the paper called the "guaranty." That paper expressly embodied the lease, and bound the Philadelphia & Reading Railroad Company to the virtual execution of it. The lease," so called, with the Port Reading Company was a mere form. The guaranty was the really operative and important paper. Without it the Central Railroad would not be assured of its rental and the traffic that was necessary to make the proposed alliance profitable, for the Port Reading Railroad Company, as a distinct entity, was irresponsible, and without power to assure traffic. But, more than this, the Port Reading Railroad Company is, for all substantial purposes, the Philadelphia & Reading Railroad Company. It is confessedly owned by individuals who represent and serve the Philadelphia & Reading. Its capital stock, save a few shares, has gone, or is to go, to a construction company which unquestionably belongs to the same interest. The construction company is officered by the servants of the Philadelphia & Reading Railroad Company. It has commenced work with an insignificant paid capital$2000 and it had confessedly drawn moneys from the Philadelphia & Reading Railroad to enable it to build the Port Reading road. The business offices of both the Port Reading Railroad and the Port Reading Construction Company are identical with the principal office of the Philadelphia & Reading Railroad Company. A glance at the execution of the guaranty exhibits that the same individuals are president and secretary of both the Port Reading Railroad Company and the Philadelphia & Reading Railroad Company. By official reports, stockholders of the Philadelphia & Reading Railroad Company are informed that the Port Reading Railroad is "their" road, and, in substance, that it is expected to earn an adequate return for "their" investment in it. In the face of such a situation it is idle to say that the Port Reading Railroad Company is not in all things save in its intangible and unsubstantial corporate entity, the Philadelphia & Reading Railroad Company. It is only necessary to state these particulars to satisfy the mind of the justice of this conclusion. "The statement," says Mr. Morawetz in his work on Corporations (section 227), "that a corporation is an artificial entity, apart from its members, is merely a description, in figurative language, of a corporation viewed as a collective body. A corporation is really an association of persons, and no judicial dictum or legislative enactment can alter this fact." "It is a certain rule," said Lord MANSFIELD in Johnson v. Smith, 2 Burrows 962, "that a fiction of law shall never be contradicted so as to defeat the end for which it was invented, but for every other purpose it may be contradicted." It follows from the conclusion reached that the intervention of the Port Reading Company as nominal lessee is but a device to disguise the real nature of the transaction. It is demonstrated as clearly as words could state it that the object of the transaction was to place the Central Railroad within the Philadelphia & Reading Railroad system. The Central's reliance was not upon the small, unfinished road, with a comparatively petty capital, and little or no valuable assets, but upon the Philadelphia & Reading Railroad Company, that estimated its assets at $200,000,000. It is sticking in the bark to say that in this transaction the Philadelphia & Reading Railroad Company is not the real lessee, and that the guaranty executed by it is not the real lease. The misnomer of papers, and the use of a nominal lessee, does not change the substance of the transaction with which this court deals. The situation here may be summed up in the words of Vice Chancellor KINDERSLEY in Attorney General v. Great Northern R. Co., I Drew. & S. 157 (6 Jur., N. S., 1006, 29 Law J. Ch. 794): "A more flimsy device, when the particulars are once known, it is impossible to imagine. It may succeed for a time in baffling persons who may have an interest in preventing its being done, and has succeeded; but it was a mere crafty contrivance to evade the requisition of the law on the subject of joint-stock companies." It must not be thought that courts are powerless to strip off disguises to thwart the purposes of the law. Whenever such disguises in fact appear they can readily be disrobed. The difficulty is in showing the disguises, not in penetrating them when they appear. Attorney General v. Great Northern R. Co., supra; Pennsylvania R. Co. v. Com. (Pa. Sup.), 29 Am. & Eng. R. Cas. 145; People v. Chicago Gas Trust Co., 130 Ill. 268, 29 Am. & Eng. Corp. Cas. 259; People v. North River Sugar Refining Co., 121 N. Y. 582; State v. Standard Oil Co. (Ohio), 36 Am. & Eng. Corp. Cas. I. Validity of statute re quiring leg islative consent to rail road lease. Now what is the effect of the act of 1885? It consists of three sections. The first forbids any railroad corporation to lease its road or franchises to any foreign corporation, or to unite, consolidate, or merge, its stock, property, franchises, or road, with those of a foreign corporation, until the consent of the legislature of this state thereto shall have been obtained. The second prescribes how that consent of the legislature shall be obtained. The language is: "It shall submit a draft of the proposed lease * * * to the legislature of this state, for its consideration, and no such lease * * * *shall be of any effect whatever until the same shall have been approved by an act of the legislature passed for that purpose, nor until the corporation or corporations, person or persons, parties to such lease * * shall |