no safety to the public in granting any special charters, and none to individuals who might invest in the stock of the company."

The court then shows that the complainant was entitled to relief upon the other grounds set forth in the complainant's bill, and that the conveyances should be set aside.

In the case of Gage v. the New Market Railway Company, 14 English Law & Equity R., 57, in which the railway company, who were promoting, in parliament, a bill for an extension of their line, which, if made, would pass through the lands of the plaintiff, covenanted with the plaintiff, "that, in the event of the proposed bill passing in the then session of parliament, the company should, before they should enter upon any part of the plaintiff's lands, pay to him £4,900 purchase money, for any portion not exceeding forty-three acres, which the company might, under the powers of their act, require and take for the purposes of their undertaking; and that, in addition to purchase money, as aforesaid, the company should pay to the plaintiff, before they should enter upon any part of his said land, £7,100, as landlord's compensation, for the damage arising to his estate by the severance thereof, in respect of the lands, not exceeding forty-three acres to be taken by them."

Lord CAMPBELL, C. J., in deciding the case, says: "We, therefore, do not think that the company can be considered as having absolutely covenanted to pay £12,000 to the plaintiff in a reasonable time after the passage of the act. If this deed could bear such a construction, we should have thought it, so far, ultra vires and void. Here the railway are the covenanters, and if the present action lies, the capital paid up by the shareholders must be answerable for the damages to be recovered. We consider that this would be a misappropriation of the funds of the company, which the directors could not lawfully make."

In the case of the Baltimore & Ohio R. R. Co. v. City of Wheeling, 13 Grattan, 75, the court say: "If a company incorporated to make a railroad, should be about to make a canal; or incorporated to make a road from A to B, should be about to make one from A to C, these would be plain and palpable violations of the

charter, and would be restrained at the suit of a dissatisfied stockholder."

In the case of Clark v. Farrington, 11 Wis., 323, the court said, in remarking upon the case of Madison Plank Road Co. v. Watertown Plank Road Co., 5 Wis., 173: "When the case was here subsequently, and it appeared that the company had undertaken to assist in the building of another road, then its acts were held void."

NORTH CAROLINA CASES.

Wiswall v. Grenville & R. Plank R. Co., 3 Jones Eq. (North Carolina), 183. This was a bill brought by stockholders in the Grenville and Raleigh Plank Road Company, to restrain the company, which was formed to build a plank road from Grenville to Raleigh, from using funds to purchase stages and horses, and establish a mail route; and the court enjoined them, and this was done by a vote of the directors and by the sanction of a majority of stockholders.

To the same effect precisely is the case of Dowing v. Mount Washington, &c., Co., 40 N. H. 230.

Any one dissenting stockholder may restrain the company from executing a contract which exceeds its powers.

Zabriskie v. Cleveland, &c., R. R. Co., 23
How. (U. S.) 381.

In the case of Rock River Bank v. Sherwood, 10 Wis. 236, the court said that, "it is a familiar principle, which runs through all the law upon this subject, that a corporation is not only incapable of making contracts which are forbidden by its charter, but, in general, it can make none which are not necessarily, either directly or indirectly, to effect the objects of its creation. So, when a corporation undertakes to make a contract entirely foreign to the purposes and objects of its creation, such contracts are void."

Penn., Del. & Md. Steam Navigation Co. v. Dandridge, 8 Gill.

& J. 248; Madison, &c., Plank Road Co. v. Watertown Plank Road Co., 7 Wis. 59, are precisely to the same effect. This last case was where the company made a contract of guaranty in order to enable the other company to raise money, and it was held that the contract was void.

These cases show, that, in this State, the late Supreme Court and Court of Errors, and this court, have all concurred in holding, in accordance with the numerous English cases to which I have referred, that the contracts of corporations, which are ultra vires, are void and can not be enforced. Similar decisions have been made by the courts of other States and of the United States.

The Pennsylvania & Delaware Canal Co. v.
Dandridge, 8 Gill. & John 248.

Hood v. N. Y. & N. H. R. R. Co., 22 Conn.

502.

Ehune v. Nangatuck R. R. Co., 23 id. 457.
Mutual Savings, &c., v. Meridian Agency Co.,
24 id. 159.

Nangatuck R. R. Co. v. Waterbury Button
Co., id. 468.

Bank of Michigan v. Niles, 1 Doug, Mich. R.

401.

Orr v. Lacey, 2 id. 254.

Root v. Goddard, 3 McL. 102.

Root v. Wallace, 4 id. 8.

Dodge v. Woolsey, 18 How. U. S. R. 331.

Pierce v. Madison & Quincy R. R. Co., and

Peru & Quincy R. R. Co. 21 id. 441.

If principles can ever be settled by authority; if the slighest respect is due to the opinions of other tribunals, it would seem that no court could resist the overwhelming weight of the decisions which have been cited.

Banet v. Alton & Sangamon R. R. Co., 13 Ill. 508, The charter in this case provided for the building a railroad from Alton by way of Carlinville, in Macoupin County, New Berlin, in Sangamon County, to the city of Springfield. The suit was brought on a subscription by a person who had subscribed to the stock of the company, and was interested in land in New Berlin.

After the subscription, the route was changed by an act of the legislature, and ran direct to Springfield, saving twelve miles. The court review, at some length, the authorities in regard to the alterations of charters, and the effect upon the contract, and they came to the conclusion that a slight deviation from a crooked to a straight line would not release the subscriber, but they consider any act a change, which attaches to the corporation a new and different enterprise; and they cite, as an illustration, the case of the Hartford & N. H. R. v. Creswell, 5 Hill 385, and as a further illustration, they say, on page 513: "If the charter had been so amended as to authorize the construction of a road from Alton to Vandalia or Shelbyville, or from Springfield to Beardstown or Peoria, instead of the one originally designated, the company would be committed to a new and different enterprise, and the stockholders might, with much force and justice, say-this is not the undertaking in which we engaged, and not the stock in which we agreed to invest our funds."

NOTE. I wonder if they would have regarded it any change in the "undertaking" of a Galena, &c. U. R. R. stockholder if they had been told that they had "consolidated" on to them, all the railroads between Chicago & Lake Superior, and twenty or thirty millions of dollars besides?

This case, although holding that the deviation in question was not a material one, contrary to the decision of many courts, yet establishes and illustrates principles broad enough to cover all the questions involved in the suit at bar.

When the case of Newhall v. G. & C. U. R. R. Co. 14 Ill. 274, came before the court, it was contended that the railroad company had no right to build lateral roads, (which the court defined to be

branch roads built between the two termini, and branching from the main trunk), although that power was given in the most explicit and unmistakable manner-and it was urged that if they could build such roads they might build a railroad from Chicago to Cairo, or Shawneetown, or all over the State. The court, in deciding the case seemed to regard such a thing as a most extravagant assumption of power, and said—

"When the case arises, which was supposed in argument, of an attempt to run a road to Cairo and Shawneetown, or any other similar apparantly gross abuse of the power given in this provision of the charter, using it in a way palpably and manifestly beyond anything which could have been in the contemplation of the legislature in passing the charter, it will then become the duty of this court to say whether the court shall set a limit, and what limit, to a power which the legislature has seen fit to confer, without fixing a limit. I fully recognize the propriety, and even necessity of applying the rule of strict construction to the powers granted in these railroad charters; but the rule can only be applied in cases of ambiguity or where a power is claimed by inference or implication, and is not expressly given by the charter."

If it would be a gross abuse of the power of the G. & C. U. R. R. Co., to build a lateral road from Chicago to Cairo or Shawneetown, would it not be a thing "palpably and manifestly beyond anything which could have been in the contemplation of the legislature imposing the charter," for that road to engage in building or operating a railroad from Chicago to the North Pole, or Lake Superior, or the upper peninsula of Michigan.

We pause for a reply.

XII.

DIRECTORS.

Directors of corporations are trustees for ALL the stockholders, and are subject to all the duties, obligations, and liabilities of trustees.