The derivation of the word from frons would be equally conclusive. But unfortunately for the defendant, the act does not say that the face of every new dwelling or other building shall be a street of not less than twenty feet in width. It declares that the new building shall not "front upon" any street of less than the prescribed width. And when we turn to the definition of the verb here used, we find that it means "to stand opposed or over against any place or thing." In this sense, a building bounded by two or more thoroughfares may be said to front upon each passage way. All large establishments occupying corner lots-using two streets for entrance, light and ventilation-may justly be described as "facing upon" each avenue. The defendant's building will have a "return door," opening about nine-and-a-half feet on Chancery lane; another door forty-nine feet in the rear, and several windows, all on the same highway. It would, therefore, seem that the structure about to be erected will "front upon" Chancery lane as well as upon Arch street. Were it, however, otherwise as to the location of these doors and windows on Chancery lane, and were that front a blank wall, it would still seem that this case was within the spirit of the act of 1855. Its plain intent and meaning were to secure a width of twenty feet for all highways then existing, and of twenty-five feet for all streets thereafter to be laid out. To accomplish this purpose, and thus to beautify the city, and to secure the health of its inhabitants, the law provides for the receding of every new building, and secures compensation to the owner. This would seem to provide for a plan easy of comprehension and just in its operation. But if a builder upon every corner lot can say my house fronts upon the principal street, and I, will leave the highway at the side, precisely of its present width, the wise and healthful purposes of the statute will be at the mercy of every citizen who prizes his ground above the public. right to take it upon compensation. It follows from this statement of the object of the law, that even were the construction of this statute a matter of doubt or difficulty, it would yet be our duty to interpret the words in controversy with reference to the public interest. The fourth resolution of the Barons of the Exchequer in Heydon's case, declares it to be "the duty of the judges, at all times, to make such construction as should suppress the mischief and advance the remedy, putting down all subtle inventions and evasions for continuance of the mischief et pro privato commodo, and adding force and life to the cure and remedy, according to the true intent of the makers of the act, pro bono publico." 3 Rep. 7; Dwarris on Stat. 694. Accordingly we find that the New River Water act was held to extend to places adjacent to London, although that city was alone mentioned in the statute-the reason given, being the familiar canon of construction, that "all statutes made for the convenience of the public ought to have a liberal construction, to be expounded largely and not with restrictions." Dwarris, 722. This is what Lord Coke called the benedicta ex positio, and by its requirement the construction of the act of 1855 must be adverse to the defendant's position. Injunction granted. George Junkin, Esq., for motion. Charles H. Gross and Thomas J. Barger, Esqs., for city. [Leg. Int., Vol. 30, p. 124.] BROWN et al. vs. THE FAIRMOUNT GOLD AND SILVER MINING COMPANY et al. 1. Substantive alterations of a charter should be assented to by the body who compose the corporation, and where that body is the stockholders, the directors or trustees have no power to accept or reject such alterations. 2. There must be a regular acceptance of the alterations of a charter before they can bind the members. 3. The Legislature cannot alter a charter so as to impair the terms of the contract between the members and the corporation. Motion for an injunction. Opinion delivered April 5, 1873, by ALLISON, P. J.-The corporation defendant was created by an act of the Legislature of Pennsylvania, approved May 1, 1866, and by the same authority, a supplement to the charter was passed the 5th of February, 1873. This supplement declares, that the board of directors, at any stated or other meeting called for the purpose, shall have authority to assess from time to time at their discretion, on the stock then issued, or thereafter to be issued, such sum or sums of money as they may think necessary, to pay existing liabilities of the company, and to carry on its business; notice of such assessment is required to be given in two newspapers, published in Philadelphia, once a week for three weeks. It states further, that the board shall have power to sell such shares at public sale, for non-payment of assessment, after ten days' notice. And notice of the sale is to be published once in two papers, at least five days previous to the time fixed for the sale. The supplement has never been submitted to the stockholders for acceptance or rejection, but was, according to paragraph 10 of the auswer, accepted by the board of directors for the company; under the charter, defendants claim to possess this power. This presents one of the vital questions which are raised by the bill and answer. The case of the Commonwealth vs. Cullen, 1 Harris, 133, seems to settle the law in our State, conclusively against this position in which the defendants justify their action. The principle is broadly affirmed, that substantive alterations of a charter, without request or assent of a corporation, are unauthorized interferences with the franchises, and that such assent must be given by the body who compose the corporation, and where that body is the stockholders, the directers or trustees have no power to accept or reject such alterations. It therefore follows, that to make valid, as the act of the corporation, an act altering a charter, it should be passed at a meeting of the corporators, duly convened for that purpose, after notice to all the members. The most ample opportunity should be afforded for deliberation upon the proposed alteration, nor can a minority be deprived of this right by the arbitrary will of the majority. This fundamental right of the stockholders was totally ignored by the directors; the amendment was procured without previous notice to, or consultation with the body of the corporators, and it is charged in the bill, and is not denied in the answer, that the supplement was obtained without the consent, or even the knowledge of the large majority of the stockholders. The statement in the answer upon this point, is not responsive to this charge; it is not pretended that that previous approval was had, but only that it is acceptable, now acceptable to and desired by a large majority of the holders of shares, and to the holders of a majority of the shares. How this has been ascertained, is not stated, nor is there proof of its correctness. But though it be true, what becomes of the right of consultation of the assembled body, after notice, and time and opportunity for deliberation? The answer in this case is, that the board of directors have chosen to wholly ignore it, and to assume to themselves the exercise of this important prerogative, without the color of law even to sustain them. The charter will be explored in vain, for evidence of any such power; Article 3, in all of its six sections, contains nothing from which it may be inferred; and certainly there can be found no express grant of the kind. The duties and powers are those of ordinary management and control, nothing more. The charter makes provision for the annual meetings of the stockholders. Special meetings are to be called by the board of their own motion, or on written request of stockholders, representing one-third of the capital stock of the company. The entire charter shows that the power to pass on important questions is reserved to the corporators, and it is declared that the business of the company shall be conducted and managed by a board of seven directors. But the acceptance of a material alteration of the charter, can in no proper sense be covered by the power to conduct and manage the business of the corporation. Yet such is the claim set up in the answer, which has not even a shadow of right in which to plant itself, and in no case could its exercise be justified, except where there was a clear power given by the charter, or where, as in the case of St. Mary's Church, 6 S. & R. 498, a select few, representing all those interested in the objects of the association, are created into and vested with all the powers of a corporation. In such case they constitute of themselves the corporate body, and therefore wield the whole corporate authority, and are of necessity competent to apply for and accept changes in their organic law. It was also claimed, that though the charter contains no grant of power, such as has been sought to be exercised in this case, by the directors, yet having exercised it for the benefit of the company, it is binding on those for whom they acted. But before such a principle can be successfully invoked, it must be shown that there has been acquiescence or assent, by those who are to be affected. This cannot be claimed to be the case here, for as soon as the plaintiffs obtained knowledge of the existence of the supplement to the charter, and the attempt to levy assessments under it, they at once filed their bill, praying an injunction to restrain the directors from exercising any authority, by virtue of its supposed grant of power. Upon the general doctrine of acceptance of a charter, whether it be as to an original grant, or as addition thereto, the decisions are clear, that there must be an acceptance of the chartered rights and obligations before they can bind the members of the body. When granted to persons who have not solicited it, it is said to be in fieri, until after acceptance, and acceptance cannot be thrust on the members, nor will it ever be presumed, unless it be from open and plain recognition of the grant, or from a continual exercise of the corporate power. This doctrine is broadly stated in Commonwealth vs. Cullen; and also in the case of Shorts vs. Unangst, 3 W. & S. 55. Nor will the carrying a charter round among the members privately, procuring their signatures, without meeting or notice, constitute the assent of the society, nor bind any who are not parties to it: Swedes Church, Kingsessing; King, P. J., Bright. Sup. 1849, page 125. Upon this point are also Angell & Ames, 52, and Dartmouth College vs. Woodward, 4 Wheaton. There is not a pretence in this case that the essential formalities have been complied with. Nor is there any fact from which it can be inferred, that they have been waived by the plaintiffs, or that the supplement, either directly or indirectly, has been accepted by them, which makes their right to the injunction for which they pray clear. But the bill charges that the supplement is in violation of the Constitution of the State, in that it is a law impairing the obligation of contracts; this is denied by the answer, and we are requested by the parties to pass on this question. The charter fixes the number of the shares at 20,000, and the value of each share at $10. Only 8,200 of the shares have been sold, the balance remaining under the control of the board for which certificates have not been issued. The plaintiffs do not aver in what way they became owners of their stock, whether as original subscribers, or by purchase from stockholders, but they aver, that it is all paid up, and that defendants received the full par value, for each and every share that was issued. This, they contend, is a full compliance with their agreement with the company regarding the subscriptions for stock in the nature of a contract with the corporation, they hold it to be beyond the power of the Legislature, to change the terms of the agreement, by which, after a full compliance with the obligations under which they placed themselves, they can now be compelled to pay another price for their stock, and that price, by the terms of the supplement, is without limit, the directors having authority to assess it with such sums of money as they may think proper and necessary to pay liabilities, and to carry on the business of the company. In the case of the Commonwealth vs. Cullen, Judge Bell says, substantive alterations of the charter of an insurance company, are not to be taken as parcel of a private charter without the previous concurrence of the corporators, manifested in some way recognized by law. Unless so sanctioned they are esteemed as unauthorized interferences with a solemn compact between the public and the individuals composing the corporation, and therefore obnoxious to the constitutional prohibition touching the obligation of contracts. This is the broad doctrine of the Dartmouth College Case, in 4 Wheaton. In Brown vs. Hummell, the court held that trustees elected under the provisions of a will and an act of incorporation had vested rights, under the act, and that a subsequent act, divesting them of their privileges and franchises, was unconstitutional and void, because it impaired the solemn contract of the State, as contained in their original charter. Judge Coulter says, being a contract on the part of the State, it was beyond the reach and control of subsequent legislatures. If this principle applies to a purely religious and eleemosynary corporation, how much more clear is it that it governs chartered contracts, where the purpose is pecuniary merely, and where there is an undoubted agreement for the payment of money for a specified consideration. A subscription for stock in a joint stock incorporated company, is a contract, and the interest thereby acquired is a good consideration to support an action, for the amount subscribed, against the subscriber: Wordsworth on Joint Stock Co., 317; Baltimore Turnpike Co. vs. Barnes, 6 Harr. & Johns. 57; Manufacturing Co. vs. Davis, 14 Johns. (N. Y.) 238; and in our State are the cases of Ogle vs. The Turnpike Road Co., 13 S. & R. 256, and Commonwealth vs. Gill, 3 Whart. 228. So strictly is a subscriber for stock held to his contract with the corporation, that he will not be permitted to withdraw and abandon his shares without the consent of the corporation, unless expressly empowered to do so by the act of incorporation: Turnpike Co. vs. Imlay, 1 Southard, 285, and U. Society vs. Bank, 7 Conn. 456. In the original charter of this company there is no power of assessment of shares of stock, or of sale after forfeiture, and the principle is well settled, that the extent of the liability of a party to pay assessments, is to be measured by the extent of his engagements: Angell & Ames, 493. It is a corollary of this proposition that where there is no engagement there is no obligation to pay assessments. At page 489 of Angell & Ames, the doctrine is thus stated: A corporation has no power to assess the shares of a member unless such power has been conferred by the charter, or unless the members have obligated themselves, by some act or promise on their part, to pay assessments. Without spending more time on this part of the case, we think the objection taken to the right of the Legislature to alter the terms of the contract between the members and the corporation, is well taken; that it is, an attempt to make a new contract as to the price, which the plaintiffs who object, agreed to pay for their stock, and that it so impairs the obligation of the contract, that it falls within the constitutional prohibition. The injunction as prayed for is granted. J. Hanson and E. Hunn Hanson, Esqs., for defendants. [Leg. Int., Vol. 30, p. 140.] BEATTY et al. vs. HENRY et al. A person who holds the legal title to church property and claiming that the church is indebted to him, but his claim not being substantiated, will be compelled to convey the property to the equitable owner and pay the costs of the proceedings. In equity. Opinion delivered April 26, 1873, by ALLISON, P. J.-The defendants are the trustees of the legal title of the lot of ground and church mentioned in the bill filed, which was conveyed to them by Jacob P. Jones, assignee in trust for the estate of David Disberry, by deed dated the 3d day of July, 1845. The association for whose benefit the property was conveyed to the trustees, was in 1847 incorporated under the name of the African Methodist Episcopal Mount Pisgah Church. The plaintiffs ask that the defendants may be |