Where a company was incorporated to build a railway across the State, as a continuous project under one management with a common interest, and the charter was afterwards amended so as to divide the project into three parts, to be under separate control : Held, that it was such a change in the contract as would release the subscribers.

Supervisors v. Miss. R. R. Co., 21 Ill. 338.

Amendments proposed to a charter, are not to be regarded as the acts of the corporation, merely because they are offered under the corporate seal. The court may inquire into the authority by which the seal was affixed.

St. Mary's Church, 7 S. & R. 517.

In corporations, where there are different classes, if there be no provision in the charter concerning alterations, the majority of each class must consent, before the charter can be altered. Ib.

Therefore, where the trustees of a corporation consisted of three clerical and eight lay members, and one of the former was excluded from the board, without authority, by a resolution of the latter, it was decided that resolutions, passed in the absence of the excluded clerical members, for altering the fundamental articles of the charter, were illegal. Ib.

The directors of an incorporated company, to whom the management of the concern is given generally, have no authority to apply to the legislature to increase their powers; and a resolve of the legislature, passed on such application without authority from the company, giving power to the company to raise an additional assessment on the stockholders, is void.

Marlborough Manf. So. v. Smith, 2 Conn. 679.

ད་

ILLINOIS CASES.

The defendants in this case, in order to substantiate their claims and justify their action, have placed before the court and the public, certain decisions of the Supreme Court of the State of Illinois, relating to amendments of charters by the legislature, and have cited several instances where consolidations of railroads have been made without any question, and they seek to draw the inference therefrom, that they were perfectly justified in pursuing the course which they did, in overwhelming and drowning the Galena and Chicago Union Railroad Company.

But we remark, in the first place, that there is no case in the State of Illinois, which has ever come before any court which we have ever heard of, where a shareholder sought to test the legality of any consolidation, such as the present, by a direct proceeding like that of the complainant in this case.

2. That all of the reported cases, but three, which are in any way analogous, or which involve the principles that enter into the general subject of consolidations, are actions at law, brought to collect the amount of subscriptions to the stock of the companies; and do not involve any such questions as are here presented, of compelling a stockholder in one corporation to become liable for.. millions of dollars of the debts of another corporation.

3. That most every case in 'Illinois, where subscribers to the stock of corporations have questioned the propriety of amendments, have been cases where the changes were not fundamental at all, but mere deflections from a crooked to a straight line-a change from one town to another, on the general course, to a given point— and were not considered a radical change at all.

4. That there is no reported case whatever in Illinois where any shareholder ever contested the terms of any consolidation at all, or where the facts and circumstances correspond to the case at bar.

5. The cases which have been decided, in regard to amending charters, have not been characterized by any particular uniformity, and in several of the most important ones which are relied upon, the judges themselves did not agree, and in two instances, at least, dissenting opinions were delivered; and it may be remarked, that the Supreme Court of Illinois is composed of three judges, and that Judge CATON, judging from his opinions, does not seem to believe in the vested rights of corporations or corporators at all, and seems to hold to the opinion, that it is an implied understanding always, that the contract of a shareholder in a corporation, is liable to be changed to any extent at any time. Judge BREESE and Judge WALKER do not seem to entertain any such views whatever.

But however this may be, this case is to be determined by the United States Court-and "although it is the practice of the Supreme Court of the United States to follow the latest settled adjudications of the State courts giving construction to the laws and constitutions of their own States, it will not necessarily follow decisions which may prove but oscillations in the course of such judicial settlement.

Nor will it follow any adjudication to such an extent as to make a sacrifice of truth, justice and law.”

Gelpcke v. City of Dubuque, 1 Wallace, 175.

Moreover, "where private rights are to be determined by common law rules, this court does not feel bound by the decision of State courts."

Chicago City v. Robbins, 2 Black. 418.

Neither are the decisions of State courts binding on this court, in a question of constitutional law.

Jefferson Branch Bank v. Skelly, 1 Black. 436.

And in order that there may be no misunderstanding as to what the Illinois cases actually do decide, we propose to refer to the

most important cases which have been decided, in order that the court may see how they compare with the cases in other States and especially with the decisions of the United States Supreme Court.

1. Sprague v. Illinois River Railroad Company, 19 Ill. 175.

This was a bill in equity, filed by Charles Sprague, a simple tax payer of Cass county, to prevent the county of Cass from issuing bonds to aid in the construction of the Illinois River Railroad, to which enterprise that county had become a subscriber by a vote of the people. It appeared from the bill

1. That the railroad was incorporated February 11, 1853, for the purpose of building a railroad from Jacksonville, Morgan county, to LaSalle, LaSalle county, Illinois. 2nd. That on March 1, 1854, the legislature passed an act amending the charter of the Illinois Railroad Company, by which amendments, it first repealed the original corporators out, and appointed new ones.

2. It provided that the Illinois Railroad Company might consolidate with any road, built, or to be built, and to make connections with such road at any point on the route of the Illinois Railroad, and that the company should not be required to build north of such connection. 3rd. That the subscription of Cass county, as voted, shall not be affected by the amendment.

3. On the 10th of May, 1854, the Cass county court directed the county judge to subscribe $50,000 stock to the company, which he did.

4. At the session of the legislature, in 1857, two acts were passed, amending the charter-one section expressly declares that the vote of Cass county, in 1853, to subscribe to the stock of the Illinois Railroad Company, was legal, and that the subscription on the 10th of May, 1854, was legally taken, and requires and directs the County Court of Cass county to issue bonds to the company for $50,000.

5. The bill further alleged, that the Illinois Railroad Company had located their road from Virginià, Cass county, north to Pekin, and from thence across to the Illinois river, to the junction of the Peoria & Hannibal road, and are now building a bridge across the Illinois river at Pekin, with a view to terminate said road at said junction, and that the character of the country is such as to render the building of a road impracticable.

6. The bill then shows that the county court was just about to issue $50,000 county bonds to the Illinois Railroad by virtue of the subscription above referred to, and which had been legalized.

An injunction was granted, ex parte, and the county judge adinitted all of the facts stated in the bill, and merely stated that when he made the subscription, he did not know of the existence of the amendments of 1854, as the laws had not at that time been published.

The Illinois River Railroad Company answered, admitting all the allegations of the bill, with the following qualifications:

1. That the directors of the Illinois River Railroad Company had never established any northern terminus at any point north of La Salle.

2. That, although the road had been located from Pekin, across the Illinois river, to the line of the Peoria & Hannibal Road, and an arrangement had been made with said road for running cars over their road, yet they had not terminated their road at the junction, but that the road will be extended further north.

3. The answer then set out the order of the County Court of Cass county, directing the subscription of the $50,000 stock, ard the issuing of the bonds, and claimed that the transaction was legal and right.

This statement has been made with some care, and in detail, in order to see what was at issue, and if we were to stop here, it