The Central Railroad Company et al., plaintiffs in error, vs. Stephen Collins et al., defendants in error

McCay, J.

This is a bill filed by certain stockholders in the Central Railroad, certain stockholders in the Southwestern Railroad, and certain other persons who claim to come before the Court as citizens of the State of Georgia, and as such to be interested in the relief sought by the bill.

The substance of the charges is, that the Central Railroad and Banking Company, and the Southwestern Railroad Company, the former chartered to build and maintain a Railroad from Savannah to Macon, and the latter chartered to build and maintain a Railroad from Macon to the Chattahoochee River, are about to purchase from the city of Savannah, certain stock, including twelve thousand three hundred and eighty-three shares in the Atlantic and Gulf Railroad Company, a company chartered to build a Rail road from Savannah to Bainbridge, with the intent and purpose on the part of these two companies to use the stock thus purchased to affect the management of the Atlantic and Gulf Road.

The answers admit, in substance, the charges; but the injunction is sought to be dissolved on the ground that there are not proper parties to the bill, and on the further ground, that said Central Railroad and Banking Company, and Southwestern Railroad Company, have a right under their charters to make such a purchase.

There are, it is true, some other points made in the demurrer and motion to dissolve, but in the view taken of the case by the majority of the Court, these are the essential questions.

1. Upon the question of parties, we agree that the citizens, in their character as such, are not proper parties to this proceeding. The State as one of the stockholders of the Atlantic and Gulf Road is a proper party; but the simple citizen, who has no other interest, has not, as it seems to us, any rights in this controversy. This is a simple attempt to enjoin the making of a certain contract, a mere private suit, in which no one has a right to be heard, that is not interested in the decree. The wrong done the public by the alleged violation of the charter cannot be reached in this proceeding except so far as it affects the interest of those whose j>ecuniary rights are affected by the proposed contract.

But, the stockholders in the Central and Southwestern Railroad Companies, and the Atlantic and Gulf Road and its stockholders, are proper parties. The former allege that this contract is a violation of their rights under the several charters, and the latter that it is injurious to its rights that these two rival roads should be permitted to acquire so controlling an interest in the management of its road. As this ground of the motion to dissolve is in the nature of a general demurrer, to be good, it ought to show there are no proper parties to the bill.

2. We think the stockholders of the several roads are proper parties, have a good cause of complaint, and we therefore think the Court did right to overrule the motion on this ground.

We do not think the profitableness of this contract, to the stockholders of the Central and Southwestern Railroad stockholders, has anything to do with the matter. These stock- holders have a right, at their pleasure, to stand on their contract. If the charters do not give to these companies the right to go into this new enterprise, any one stockholder has a right to object. He is not to be forced into an enterprise not included in the charter.

That it will be to his interest is no excuse; that is for him to judge. By becoming a stockholder he has contracted that a majority of the stockholders shall manage the affairs of the company within its proper sphere as a corporation, but no further ; and any attempt to use the funds, or pledge the credit of the company not within the legitimate scope of the charter, is a violation of the contract which the stockholders have made with each other, and of the rights — the eontraet rights — of any stockholder who chooses to say, “ I am not willing.” It may be that it will be to his advantage, but he may no think so, and he has a legal right to insist upon it that the company shall keep within the powers granted to it by the charter: 1 Shelford on Railways, 71; 1 My. & K., 162-3; 4 Y. & Coll., 618; 2 Dan. P. C., 521; 5 Hill, 386; 18 Barbour, 318; 43 N. Hamp., 525; 6 Angel & Ames on Corp., 4th edition, and cases cited.

3. The real question in this case is as to the power of these two companies under their charters, each of which defines the object of the incorporation to-undertake the management of not only a wholly new enterprise from that set forth in the charter, but an enterprise chartered by the Legislature evidently in rivalry with these two roads.

In the argument of this case it was almost admitted that such a contract was expressly forbidden by the charter of the Southwestern Railroad. That charter contains these words, after defining the object of the company, to-wit: to build a road from Macon to the Chattahoochee: “The said company shall confine their efforts and their enterprise to the building and completion of a railroad communication from the city of Macon to some point intermediate between Albany and Fort Gaines,” etc., etc.: Acts, 1845, pamphlet 132. Surely it cannot be contended that the management and control of the Atlantic and Gulf Railroad is in harmony with this clause of the charter. As we shall show hereafter, even without these words the power would not exist, but the Legislature seems to have been more than ordinarily cautious, and, to make assurance doubly sure, has in express terms limited the right of the Southwestern Railroad Company to use its means for purposes other than those for which the charter was expressly given. The great question in the case is, therefore, the right of the Central Road to make this purchase. As the injunction might be sustained in favor of the stockholders of the Southwestern Railroad Company, yet if the city and the Central Railroad Company desire to consummate the trade, leaving out the Southwestern Railroad Company, and there be power in the Central so to use its funds, and so to contract, the injunction would have to be dissolved as to them. But we do not think the Central Railroad Company has, under its charter, the power claimed for it. The charter of this company was first granted in 1833 by the name of “The Central Railroad and Canal Company of Georgia,” for “ the purpose of opening a canal or railroad communication from the city of Savannah to the interior of the State,” and was, by its charter, “ made capable in law to buy, hold and sell real and personal property, and make eontraets, (indefinitely,) and do all lawful acts properly incident to a corporation and necessary and proper to the transaction of the business for which it was incorporated:” Prince’s Dig., 300. In 1835, the charter was remodeled, the name was changed to the Central Railroad and Banking Company, banking privileges were given to it, and its powers to build a canal were dropped out of the charter. The first words of the charter are: “ For the purpose of laying, building and making a railroad communication from the city of Savannah to the interior of the State” — (Macon.) It was made “capable and able in law to have, purchase, receive, possess, enjoy and retain to them and their successors, lands tenements, hereditaments, goods, chattels and effects, of whatsoever land, nature or quality the same may be, and the same to sell, grant, demise, alien or dispose of,” provided that said incorporation “ shall not purchase and hold more real estate than may be necessary and proper for the purpose of laying, building and sustaining said railroad, and such as shall have been bona fide mortgaged to it as security or conveyed to it in satisfaction of debts previously contracted in the course of its dealings, or purchased at sales upon judgments which have been obtained for such debts.” The road was required to be completed in eight years, (by 1843.) This charter further provides, that after twenty-five years have expired from the time fixed by this Act for the completion of the road, the banking powers should cease, but the “ said Central Railroad and Banking Company of Georgia, shall, after the lapse of said twenty-five years, be and remain incorporate and vested, as to their own works, with all the estates, powers and privileges by this Act granted and secured, except the exclusive right, by this Act granted, (to build a railroad between Savannah and Macon,) and except the banking privileges hereby granted Prince’s Dig,, 326, 334. Subsequently, the time for the completion of the road was extended two years: Act of 1841. By the Act of 1835, the banking powers were to cease in twenty-five years after the expiration of the time fixed by this Act for the completion of the road. The Act of 1841 says nothing of the banking privileges, though it extends the time for the completion of the road two years.

Charters are to be construed strictly: Revised Code, section 2331. By the zoords of the charter the banking powers ceased in 1868, nor is there anything in the words or object of the amendment of 1841, to require the construction that the Legislature intended to extend also the banking powers of the company. It is a well settled rule for the construction of charters of incorporation, that they are to be construed strictly in their grants of power, and that nothing is to be implied in favor of the company. In the ease of the Charles River Bridge vs. Warren Bridge, 11 Peters, 543, Taney, C. J., says: “The rule of construction in such cases is well settled both in England and by the decisions of our own tribunals. In 2 Barn. & Adol., 793, in the case of the proprietors of the Stansbridge Canal against Wheeley and others, the Court say : The canal having been made under an Act. of Parliament, the rights of the plaintiffs are derived entirely from, that Act This, like many other cases, is a bargain between a company of adventurers and the. public, the terms of which are expressed in the statute, and the rule of construction in such cases is now fully established to be this: That any ambiguity in the terms of the contract, must operate against the adventurers and in favor of the public, and the plaintiffs can claim nothing that is not clearly given them by the Act.” See also Revised Code, section 2331.

By the original charter, the banking privileges were to cease at the end of twenty-five years after the period fixed by that Act for the completion of the road, and it would be a violation of the rule laid down by Judge Taney to say that the extension of the time for the completion of the road by the Act of 1841, extends also by implication, the banking powers of the company for a period of two years. Whilst the banking powers of this company were in existence, perhaps the investment of a portion of its funds in stocks of any kind, as a matter of legitimate banicing business, and not for the purpose and with the intention of controlling some other enterprise, -was within its powers. We do not, however, go into that subject as, at the date of the proposed contract, the banking powers of the company had ceased.

4. The question then before us is simply this: Has the Central Railroad Company, under its charter, after its banking powers have ceased, the right to make a contract with the city of Savannah by which it shall become the owner of twelve thousand three hundred and eighty-three shares of the Atlantic and Gulf Railroad, a road running also from Savannah to the interior of the State, to-wit: to Bainbridge on the Flint River. The right to make this contract is denied by Mr. Collins, Mr. Hull and others, stockholders in the Central Railroad and Southwestern Railroad Companies, who do not consent to the same, and insist upon it that it is a violation of their rights under the charter, for two reasons: 1st, that it is a contract ultra vires, beyond the powers granted in the charter. 2d, that it is a contract contrary to the pub-, lie policy of the State, and therefore void.

It is replied to this that the bill and answer show that the Atlantic and Gulf Railroad Company is so managing its affairs, in carrying freights at ruinous rates from Bainbridge, as materially to injure the Central Railroad Company, and that the intent of this contract is merely to enable the Central Railroad Company to protect itself; that it is, in truth, necessary for self-preservation, and that the power to make it is derivable, from its expressly granted power to maintain its own road, that the power granted in the charter to “have, purchase, receive, possess, enjoy and retain to them, and to their successors, lands, rents, tenements, goods, chattels and effects, of whatsoever kind, nature and quality the same may be, and the same to sell, grant, demise, alien or dispose of,” is an indefinite grant to purchase and hold any kind of property whatsoever, and that this was so contemplated by the charter, because the power to purchase and hold linds is by a proviso restricted to such lands as it may acquire, in satisfaction of dents due it, and such as may be necessary and proper for laying, building and sustaining the railroad.

, At first blush, this last- position seems a very strong one; but upon a close examination of the whole section in which these words are found, and especially upon viewing them in the light of the long and well established rules for the construction of Acts of incorporation, the argument will appear more specious than sound.

5. The words immediately preceding those relied on, are: “for thepurpose of laying, bujlding and making a railroad communication from the city of Savannah to the interior of the State,” the subscribers, etc., “are made capable and able in law, to have, purchase, receive, possess and enjoy lands, rents,” etc., etc. The purposes of the charter are to enable the company to build and maintain the railroad, and it is for this purpose and for this purpose only any of its powers are granted. For this purpose it may acquire and hold any kind of property whatsoever, but for any other purpose it cannot only not acquire any kind of property, but the company itself has no existence whatever. These are the words of the charter. Nor is there anything in this detailed specification, of the things .which the company may own and possess that at all enlarges the purposes for which it may own and possess them. . Even without these words the company would have just the same powers. E^ery corporation “for the purposes declared by the charter,” might, by the common law, hold and possess any kind of real and personal property, and make any kind of a contract whatsoever: Angel & Ames on Corporations, 125,251; but for any other purpose it could hold nothing, and could make no contract of any kind: Angel & Ames on Corporation, 251, 252. Noris there anything in the proviso limiting the quantity of real property which the company may purchase and hold which enlarges the objects and purposes for which the company may purchase, hold and sell any kind and amount of personal property. The real estate which it may hold is limited in quantity, the personal is not. *

It is true that the restraining words as to real estate are themselves very broad, to-wit: “shall not hold more real estate than may be necessary and proper for the purpose of laying, building and sustaining said railroad;” but the fact that the Legislature added other words, to-wit: “and such as shall be bona fide, mortgaged or conveyed to it in satisfaction of debts,” etc., shows conclusively that the words “building, laying and sustaining” in the proviso, were intended to confine the company in its purchase and holding of real estate, to such as was necessary to lay the track upon, build the usual offices, stations, shops and depots upon, etc., and not in the enlarged sense in which they are used in declaring the purpose.for which the charter is granted.

To give to these latter words the meaning contended for, to-wit: that they enlarge the powers granted as to personal property, indefinitely, so that the company may purchase and hold personal property for any purpose, would be to make the Central Railroad and Banking Company a corporation for any purpose whatever. It might, with the same reason, own steamships, take contracts for house-building, buy and sell cotton, open commission houses, keep hotels, buy and sell fancy stocks, or engage in any business or enterprise whatever, that the cupidity of its directors, or their fancy or their folly might suggest to them. It is either confined in all its powers, to the purposes and objects for which the charter is granted, or it is not confined to any particular purpose whatever, save that it shall not hold more than a certain quantity of real estate. Either the Central Railroad Company is, like other corporations, limited in the enterprises which it may undertake and the property which it may possess and the contracts which it may make, to such as come fairly within the scope and purposes of the charter, or it is without any limit at all, and the Legislature of 1835 has been guilty of the folly of granting a charter, indefinite in duration, with an immense capital, and capable,’ if it so desires, of engaging in any enterprise it pleases. I cannot so construe this charter. The very first words of it define and limit the purposes and objects for which all its powers are given, and the 24th section expressly provides that after its banking powers have ceased, it shall only “ be and remain incorporate and vested as to its own works, with the estates, rights, powers and privileges granted by the Act.”

But it is said that the power to purchase this stock is derivable from the power expressly given to “maintain the road that it is necessary for the self-preservation of the road, and arises by implication from the very purposes and objects for which the charter was granted. The basis of this argument is that it is necessary for the “maintaining” of the Central Railroad, that it shall take a decided part in the “management and maintaining” of the Atlantic and Gulf Railroad, and as by the admitted rules of the eommon law, a corporation may make all contracts necessary, either directly or incidentally, to enable it to effect the purposes of its creation, therefore it has the power to purchase enough of the stock of the Atlantic and Gulf Railroad to enable it to protect itself by controlling the unwise management of the Atlantic and Gulf Railroad.

The purposes of the charter of the Central Railroad are the “laying, building and making” the road. The words of the charter do not in express terms include the “maintaining and sustaining” it, but we do not doubt they are included, since the “maintaining and sustaining” are necessary to the very objects of the grant. But what doesa grant to maintain and sustain a railroad include? Can it in any fair sense be construed to authorise the engaging in any enterprise which will extend the business or lessen the rivalries of the company ? If this be so, the whole doctrine so frequently and so emphatically stated in the books and decisions is a sham. The “maintaining and sustaining” of the road, has reference to keeping it in repairs, supplying it with machinery, and such like acts, and not to projects for extending its busiuess, by schemes and enterprises not contemplated and expressed in clear, unambiguous terms, by the charter itself.

Every charter of a private corporation is a contract, first between the State and the corporation — to which each is solemnly bound — the State that it will not impair the obligation — the corporation that it will perform the objects of its incorporation and keep within the powers granted to it: 4th Wheaton, 518; secondly, between the stockholders themselves. The stockholders are bound to consent to the management of the affairs of the corporation by the majority, and by the by-laws which that majority makes. And the whole, on the other hand, agree with each other, that they will apply the funds of the company to the objects and purposes of the charter, and not otherwise: Young vs. Harrison, 6 Ga. R., 130. Both as to the State and between the corporators, the law of this contract is the charter. The State has granted to it no rights, and the individual stockholders have clothed it with no rights, except such as are clearly and expressly set down in the charter: 13 Penn., 133; 28th Penn., 352 ; 18 Howard, 341.

Corporators are too apt to forget this fundamental law of their being. In the daily habit of transacting business, in the name of the company as though it were an individual, they are apt to slide into the notion that a corporation is an individual in all respects, so far as business matters are concerned.

But a corporation is a mere creature of the law, and only exists at all, for the purposes declared in its charter, and has absolutely no powers but those which the law confers upon it. It is a creation of the law, and in the very nature of things is just what the law makes it, no more, no less; and by the word law here, I do not mean the general law which regulates the powers of persons, but the Act of incorporation, the charter, the constitution.

There are certain general rules which have, time out of mind, been adopted by the Courts in their investigation of the powers of incorporations, that it may be well to notice. 1st. As a corporation is the mere creature of the Act of incorporation, it has no other powers except such as are in said Act expressly granted, or are necessary to effect the ends and objects of its existence. 2d. Charters being private Acts, or rather contracts between the public and individuals,. the charter is to be strictly construed, nothing is to be taken by intendment or inference. Being a creature of the law, it is made up of just such rights as its charter gives it; not that every power which it possesses must be granted in detail, but it is confined in its operations, to the objects and purposes expressly set forth in its charter, and it can undertake no other enterprise than is there expressly mentioned: Frederick et al., vs. City Council of Augusta, 5 Ga., 561; Mayor, etc., vs. Macon & W. R. R. Co., 7 Ga., 221; 8 Ga., 23; 9 Ga., 213; Winter vs. Mus. R. R., 11 Ga., 438.

The books are full of decisions in illustration of these positions. In the case of the East Anglian Railroad Company vs. East. Count. Railroad Company, 7 English Law and Equity Reports, 505, the charter was for the “purpose-of mahing and maintaining” a particular railway. The company had leased another railway, and had covenanted to pay the costs of soliciting bills then pending in Parliament, by which the other railway should have power to make extensions and branches, and the action was for a breach of the covenant to pay said costs. Jervis, Chief Justice, in deciding the case, says. “ It is clear the defendants have a limited authority only, and are a corporation only for the purpose ‘of making and maintaining’ the railway sanctioned by the Act, and that their funds cannot be applied for any other purpose than that directed by the Act. Indeed, it is not contended that a company so constituted can engage in new trades not contemplated by"their Act, but it is said they may embark in other undertakings,’ however various, provided the object of the directors be to increase the profit of their own railway. This is in truth thfe same proposition in another form ; if the company cannot carry on a new trade, because it is not contemplated by the Act, they cannot embark in other undertakings not sanctioned by the Act, merely because they hope the speculation may ultimately benefit the stockholders.”

In Wood vs. Greenville and Raleigh Plank Road Company, 3 Jones’ Equity (North Carolina Reports) 183, when a company was chartered “to build a plank road from Greenville to Raleigh,” the Court at the suit of a stockholder restrained the company from using the funds of the company to buy stages and horses, to establish a mail route over the road.

In Coleman vs. Eastern Counties Railway, 6 English, Railroad cases, 573, it was held that the directors of a Company have no right to pledge the funds of the Company in support of any project not pointed out by their charter, although such pi’oject may tend to increase the/traffic upon the Railway though a majority of the stockholders may have consented and the object be not contrary to public policy.

In the ease of Solomons vs. Lang 14th Jurist for December 1840, the company had power by its charter to “build and maintain ” a Railway. In a certain legal and legitimate way, under the charter, the company became possessed of certain shares in another Railway. Subsequently, it undertook to purchase other shares in the same company. Lord Langdale, M. R., held that this was an unauthorized application of the funds of the company.

This Court in Mayor, etc., vs. Macon and, Western Railroad, 7 Ga., 221, held that it was not in the power of the Macon and Western Railroad, chartered to carry passengers, etc., from Macon to Atlanta, to undertake to transport produce through Macon, across the bridge, to the Central Railroad depot.

In Merritt vs. The Shrewsbury & Chester Railway, the company undertook to improve the navigation of the river Dee, upon which, by their charter, they had wharves and warehouses, and upon which also came much of thé freight carried upon the road, but the Court held such an undertaking ultra vires: 3 Eng. L. & E. R., 149. In 16th English Law & Equity Reports, 180, it was held that a railroad company could not contract to pay the expenses of a managing committee of a new railway company in application to Parliament for a charter. See also E. A. R. R. Co. vs. The Eastern Co. Railway Co., 21 L. Rep., (N. S.,) and the Court say they are a corporation only for the purpose of making and maintaining the East. C. Railway, and they cannot engage in a new. trade. See, also, 10 Beavan, 1 ; 6 Railway Cases, 152; 43 N. H., 5115.

These cases all proceed upon the well established principle that a corporation has no powers except those expressly granted by its charter, and such as are necessary to the declared objects of the grant, that the charter is to be strictly construed, and that the capital stock, credit and property of every kind, is to be used solely for the purposes and objects of tjie charter. So long as a company confines itself within-the “purposes and objects declared by the charter,” the Courts will sustain it, but when it undertakes new and distinct enterprises not declared in the charter, under a pretence that they are in furtherance of the declared design, the Courts will restrain them. The power to do acts and make contracts necessary to enable a corporation to answer the ends of its creation, like the express grants of power, is also to be strictly construed, and is limited by all the cases and by the general principles of all the books, with .this qualification, that even for this purpose it cannot engage in any new and distinct-enterprise, involving new risks to its stockholders, and not-fairly within the terms of the original grant: 18th How.,. 341, 485; 2 Russ. & My., 480, 470; 4 Railway Cases, 492; 7 Hare Chan. R., 114; 4 My. & Craig, 134; 1 Edwards, 84; 22 N. Y., 274; 13 Eng. Law and Equity, 513 ; 4 Russ., 562; 1 Black, (U. S.) 449. The purchase of stock in another railroad company with intent to hold it, and especially, as is admitted by the answer in this case, with intent to use the power thus acquired to secure an interest in the management, either for good or evil, of the road, seems to come exactly within the principles which we have deduced from an unbroken series of decisions both in England and this country.^

If the Central Railroad Company may lawfully buy twelve thousand three hundred and eighty-three shares in this road, it may lawfully buy all the shares, become the owner of the road, and thus, without any grant from the State of Georgia, this company may have power to manage and maintain two railroads from Savannah to the interior of the State. Nay, the same principles precisely which would derive from its charter this power, would authorize it to become the owner of every railroad in the State, and of every other corporation and enterprise in the State, the management of which may in any way affect the interest of the Central Railroad Company. We do not think the stockholders of the Central Railroad Company, by their subscription, bound themselves to any such indefinite and unlimited enterprise. They contracted to give to the majority of the stockholders a control over their funds, for the purpose of making and keeping up and using a railroad from Savannah to Macon, and the appropriations of the capital, or credit, or funds of the company in any other enterprise, against the consent of any of the stockholders, is a violation of the rights of those stockholders, and a Court of Equity will restrain the company from such an act.

6. Thus far we have considered this question solely in reference to the right of a stockholder to insist upon it that the company shall not violate his rights by compelling him, against his will, .to become a partner in an enterprise not contemplated in the contract. But the stockholder has a right to insist upon it, that the funds of the company, in which he has an undivided interest, shall not be used in violation of the public policy of the State. He does not stand like a mere citizen on his rights as a citizen. He is one of the owners of the funds, property and credit of the incorporation. Its corporate privileges belong to him; at least he has a legal and pecuniary interest in them, and he has a right to refuse to allow them to be used against public policy, and to protect them against the danger of forfeiture by their uses contrary to that policy. It is, therefore, a pertinent question in this case whether it is or is not contrary to public policy that the Central Railroad Company shall be permitted to obtain such an interest in the Atlantic and Gulf Railroad as is contemplated by this purchase. All experience has shown that large accumulations of property, in hands likely to keep it intact for a long period, are dangerous to the public weal. Having perpetual succession, any kind of a corporation has peculiar facilities for such accumulation, and most governments have found it necessary to exercise great caution in their grants of corporate powers. Even religious corporations professing, and in the main, truly, nothing but the general good, have proven obnoxious to this objection, so that in England it was long ago found necessary to restrict them in their powers of acquiring real estate. Freed, as such bodies are, from the sure bound to the schemes of individuals— the grave — they are able to add field to field, and power to power, until they become entirely too strong for that society which is made up of those whose plans are limited by a single life.

There is, too, in this country, a reason for strictly construing charters, and for confining corporations to their powers, that does not exist in any other. Under other forms of government, if a charter be found to have privileges which prove dangerous, it is in the power of the State to alter or repeal the charter. But getting their grants, as most of our corporations do, from the State, they are held to be contracts, and it is not in the power of the State, under the Constitution of the United States, materially to interfere with the grant however improvident or unwise it may prove to have been. For these reasons it has, in this country as well as in England, ever been considered the very highest public policy to keep a strict watch upon corporations, to confine them within their appointed bounds, and especially to guard against the accumulation of large interests under their control. Without doubt much of the prosperity of this country is due to the large number of corporations which have been created, and especially have we to be thankful for the good effected by railroad companies. But I am strongly impressed with the conviction, that much of their success in developing the resources of the country is due to the very jealousy which has ever held them strictly to their charters, and has constantly been careful to prevent an undue accumulation of interests under one management. The certainty that each Stockholder has, that his funds will be applied to known and declared purposes, have made them favorite investments for prudent men, whilst the rivalry which opposing interests engender begets an energy, economy, skill and enterprise that have had much to do with the remarkable progress which such enterprises have made. A colossal enterprise, assured of handsome dividends by the possession of a monopoly, may well rest upon its position, knowing that however the country may suffer from its exactions, its own profits are secure. It is the rivalry of opposing interests, the struggle for success, nay, even for life, with dangerous opposition, that gives life, enterprise and success to railroads as to other human undertaking. It has been the conflict with thirty State lines, each with its opposing interests, and with numerous seaboard cities, each seeking to attract the rich outpourings from the great interior that has begotten the mighty net work of iron which interlaces our extensive territory, and I am convinced that there is no public policy1 more striking than that which, whilst it fosters every such undertaking, is yet careful ever to keep in view the dahger of a monopoly, and the good effect of rivalry and conflict between different companies. The Central Railroad is, and has long been, the pride of Georgia. The skill, energy and prudence with which its affairs have been managed, reflect great credit upon the men who have had these affairs in their control, and the State may well be grateful for the success that has followed. Yet, we cannot but think it would be a measure fraught with great public evil to give to that company permission to control and njanits great rival, the Atlantic and Gulf Road.

Already has the State empowered the Central Company to control the Waynesborough, the Southwestern, and the Eatonton and Muscogee Roads, making its whole line about six hundred milqs in length. But all these are feeding roads of the line from Macon to Savannah, and there is no rivalry between them. The Atlantic and Gulf Railroad has also Savannah for its eastern terminus, whilst its western end strikes the Flint River at Bainbridge, and, connected thus with the Chattahoochee, it opens an active and effective competition with the Central and Southwestern Railroads for the trade of our great cotton region. Indeed the admitted facts of this answer show that the very object of the contemplated purchase, the sole motive which prompts it, is to prevent the ruinous competition which the Gulf Road has already entered into for the freights of the Flint and Chattahoochee regions.

Even a petty tradesman cannot legally bind another not to carry on a particular business over any large extent of territory; and here is a contract, the object of which is unblushingly avowed to be to so get control of the Atlantic and Gulf Road, as that its present mode of carrying freights at low rates, shall cease, and the very object of the Legislature in granting the charter, and becoming itself a large stockholder, be thwarted.

As a matter of course if the power to make this contract was granted in the charter, the public policy, of such a grant would not be a matter for the consideration of the Courts ; but, as we are clear there is no such grant, we mention it as an additional reason why the rules for the strict construction of the charter should be adhered to, and the Courts should be prompt to lend their aid to the complainants, who, as they are stockholders in these roads, have a right to -insist upon it that funds and credit in which they have an interest shall not be used to the detriment of the public interests and in violation of the plain policy of the State. See cases quoted above, as to the rights of a corporation and the authority of even a single stockholder to interfere and restrain the company.

7. But it was said in the argument that the Legislature has plainly indicated, by its enactments, that the Central Railroad Company may acquire an interest in the management of the Atlantic and Gulf Railroad. , By the Act of 1852, the Central Railroad was clothed with power to lease several railroads by name as well as any other road that might “connect” with the Central; and by the Act of 1863 authority was given to the Central and Atlantic and Gulfj to connect their tracks at the city of Savannah. To this it may, in the first place, be replied, that any such power, though expressly granted, does not bind any of the stockholders who do not consent to it. Each stockholder has rights in the nature of contract, rights in the limitations, as well as in the grants to the corporation, and even the Legislative will cannot, under the Constitution of the United States, impair those contract rights by making him, against his will, an adventurer in an enterprise not contemplated by the original charter. See the cases above. But under the rules which we have referred to for the construction of chartered rights, that they must be construed strictly, not carried beyond the express words of the Act, that ambiguous words are to be construed against the company and nothing to be taken by implication or intendment, even the right to lease would not give the right to buy or to become permanently interested in a road by the purchase of its stock. The two enterprises are wholly different in their nature and in their risks, and a stockholder might well consent to one and refuse to consent to the other. Nor is it fair to give to the language of the Act of 1852 such a meaning as to include within its provisions the Atlantic and Gulf Road, even though the Act allowing the Central and that road to connect be a valid Act under the Constitution of 1868. The words of the Act of 1852 are “other connecting roads,” and this after specifying by name, the Southwestern, Waynesborough and Eatonton Roads. These roads are feeders to the Central Road, their interests are in harmony, and both the public and the stockholders of each road are interested in their acting in concert. But the Atlantic and Gulf Road is a rival of the Central. Each terminating at the seabord, they penetrate, at their extremities, and by their connections, the distant SouthAvest, and it is the very life of the traffic and travel of that region, that these two great enterprises shall compete Avith each other for the public patronage.

But again, the Act of 1863 Avas passed during the Avar for a special purpose, avoAyed in the Act itself, and, whether avoAved or not,, plainly for the purpose of aiding in the Avar against the United States, and by the express terms of the Constitution of 1868, is void : Art. II., sec. 3d, Const. 1868. I only allude to the technical illegality of this Act as a reply to the claim which is attempted to be set up under it, when nobody pretends that such a consequence ever for a moment entered into the minds of those who passed it. All that is pretended is, that by allowing “the connection ” the Legislature has placed the road on a footing with those roads Avhich the Central Railroad may lease, though it is not even contended that it Avas the intent of the Legislature, by this Act, to grant any such privilege to the Central Railroad. To one technical, literal argument, Ave reply the other, that the Act upon its face is void, as being in aid of the war against the United States. One word more upon this same branch of the subject. These grants of the right to lease, imply the assent of the road that is leased, and to draw from such a power, to-wit:. a poAver to control a road with its assent — ■ the assent, it must be remembered, of every one of its stockholders — a right to control it by purchasing a majority of its stock, is an implication of a right to the injury of the others, in the very teeth of the settled rules for the construction of such grants, Avhich, as we have abundantly shown, has been universally adopted by the Courts, both of England and America.

8. But it is contended this bill comes too late — that the contract was consummated before the- bill was filed, and that the city of Savannah is not bound to take notice of the want of power in this company to make this contract. As to the Southwestern Railroad, the city is, as appears by the sale itself, a stockholder in that road. It appears also by the answers, that the Mayor of the city of Savannah, who signs this contract, is a large stockholder in the Central Railroad. And it is a further fact that the city of Savannah, as appears by the charter of the Central Railroad, was one of the corporators of that road: Prince’s Digest, 300. If it. were necessary to bring home notice to the city of this want of power, the evidence of notice is technically conclusive.

But if this contract is illegal, on account of public policy, notice is not necessary, since it is a settled rule that in such cases no person can be innocent, as everybody must be pre-^ sumed to know the law: Code, sec. 7.

We do not discuss the other position bearing upon this question of notice, to-wit: that by our law all Acts of the Legislature are public Acts, (Act of 1819; Prince, 215; Code, section 3762,) because we deem it unnecessary in this case, it being plain from the record, that the city of Savannah had notice in law of the powers of these companies.

Brown, C. J.,

concurring.

For the purpose of laying, building, and malting a Railroad communication from the city of Savannah to the interior of the State, a company was incorporated by the name and style of the Central Railroad and Banking Company of Georgia, with power to have, purchase, receive, possess, enjoy and retain, to them and their successors, lauds, rents, tenements, hereditaments, goods, chattels and effects, of whatsoever kind, nature oi; quality, the same may be; and the same to sell, grant, demise, alien or dispose of. The exclusive right to construct, keep up and use a railroad between the city of Savannah and the city of Macon, together with banking privileges was granted to said company. But this exclusive right and the banking privileges, are only given for twenty-five years, “ to be computed from the time fixed by this Act for the completion of the works authorized by this Act — the Act of 14th December, 1835. “Provided, nevertheless, that the Central Railroad and Banking Company of Georgia, shall after the lapse of said twenty-five years, be and remain incorporate and vested as to their own ivorks, with all the estates, rights, powers and privileges by this Act granted and secured.” Eight years is allowed by this Act for the building and completion of the Road. It follows therefore, that the exclusive right to keep up a railroad between the two cities, and the banking privileges, expired on the 14th of December, 1868; after which time the company remains incorporate with the privileges and rights granted by the charter, “as , to their worlcs” only; and have no power to purchase or hold real or personal estate beyond what is necessary to keep up and maintain and successfully work a railroad between said cities; and, as is provided in another part of the charter, to purchase and hold such real estate as shall have been bona fide mortgaged to it as security, or conveyed to it in satisfaction of debts previously contracted in the course of its dealings, or purchased at sales upon judgements which shall have been obtained for such debts.

The Southwestern Railroad Company is chartered “for the purpose of constructing a railroad connection between the city of Macon and the navigable waters of the Gulf of Mexico,” and it is declared that “ they shall confine their efforts and enterprise to the building ” of this road.

I hold that, under these charters, neither the Central Rail-: road and Banking Company nor the Southwestern Railroad Company has power to purchase stock in any other railroad company, and as such purchase is beyond the power of either company and endangers its charter, any stockholder of either company has the right to file his bill in Chancery to restrain and enjoin any such purchase at any time before it has been fully consummated by the transfer of the stock to the company and the payment of the consideration therefor, as against any vendor having actual notice of the provisions of the charter of the company. And in this case I hold that • the city of Savannah, which was a corporator in the original charter of this company, had actual notice of the provisions of the charters of these companies and of the limits imposed by their charters upon their right to purchase.

The amended charter of the Central Railroad and Banking Company, section 3, provided that books of subscription to the stock of said company shall again be opened at such time and places as shall be appointed by the corporation of Savannah, and shall remain open at each place for the space of two days, giving at least thirty days’ notice in the gazettes of Savannah, Macon and Milledgeville. It appears, therefore, that the corporation of Savannah was the agent appoint-by the State to organize this company by-opening the books of subscription for its capital stock; and it also appears by the reports before us,- as part of the papers in this case, that his Honor, the Mayor of the city, was a stockholder in the company to a large amount at the time of the sale in question. I think it fair, therefore, to say that the city is chargeable with adudl notice of the provisions of this charter, and of the limitations which existed upon its powers to make this purchase.

The city is also chargeable with like notice in the ease of the Southwestern Railroad Company, as she was a stockholder in that company, and one share of its stock is included in the sale. Indeed I understand it to be a general principle of law, that a railroad company, without express authority given by the Legislature to make the purchase, can not purchase stock in another railroad company: Angel & Ames on Corp., 392; Redfield, vol. 1, page 143, note; 12 Beavan, 339. A corporation is not permitted to apply the funds of the company to objects other than those distinctly defined by its charter, or by Act of the Legislature, no matter how beneficial the misapplication might be to the company or to invidual stockholders: 3 Eng. L. & E. Reps.,. 150; 16 do., 182; 73 Eng. Com. L., 73. The same principle is fully recognized and confirmed in the American cases: See Woodbury & Minot, 106; 24 Conn., 162; and 21 How. Reps., 442.

In the latter case the Supreme Court of the United States unanimously held that: When two separate corporations were created to make railroads, they had no right to unite and conduct their business under one management; nor had they a right to establish a steamboat line to run in connection with the railroads, and that notes given for the purchase of the steamboat can not be recovered upon. This authority of the highest judicial tribunal in this country is in point. If a railroad company has the power, without express authority conferred in its charter, or by statute, to purchase a single share of the capital stock of another railroad company, it has the like power to purchase all the shares of the capital stock of the other company, and take complete control of and manage the affairs of the company whose stock it has purchased, in connection with its own, which power is expressly denied by this decision of the Supreme Court.

I take it to be a well established principle in this Court, that statutes made in favor of corporations or particular persons in derogation of common right, are to be construed strictly, and that care should be taken not to extend them beyond their express words, or their dear import: 7 Ga., 221. In this case Warner, J., delivering the opinion of the Court, says: “A corporation is an artificial being, invisible, intangible, and existing only in contemplation of law. Being the mere creature of law, it possesses only, those properties which the charter of its creation confers upon it, either expressly or as incidental to its very existence.” In 5 Georgia, 561, my learned associate lays down the same rule ably and forcibly. In 8 Georgia, 30, Judge Lumpkin lays down the rule that care should be taken not to extend such statutes beyond their express words or their clear import. In 9 Georgia, 221, Nesbit, Judge, says: “Grants of exclusive privileges to a corporation or an individual are to be strictly construed. The grantee takes nothing by implication, and the rule has been settled to extend thus far, to-wit: that any ambiguity in the terms of a contract between an individual or corporation and the public, in which exclusive privileges are granted, must operate in favor of the public, and against the individual or the corporation.” I might extend quotations from the rulings of this Court of like import, but I deem it unnecessary. It will not be denied that the charter • of the Central Railroad and Banking Company is a contract between the corporation and the public. And the authorities above quoted settle the question that it can take nothing by implication, that care should be taken not to extend its powers beyond their express words, or their clear import, and that it has only such powers as the charter of its creation confers upon it, either expressly or as incidental to its very existence. I refer only to the charter of the Central Railroad and Banking Company, because it is admitted on all sides that its charter is more favorable to the plaintiffs in error than the charter of the Southwestern Railroad Company. If the power to purchase does not exist in the first named company, their case must fail.

Now, it does seem to me that this case, viewed in the light of these well considered authorities, is not even doubtful. The powers given to this company are expressly declared, by its charter, to be for the purpose of laying, building, and making a railroad connection from the city of Savannah to the interior of the State, and of maintaining the same. And since the banking powers, and the exclusive right to have a railroad between Savannah and Macon, have expired by their own limitation, -this is the only purpose of the charter. Its whole scope and extent, as it now exists, is to maintain and successfully work the railroad between said cities, and all the powers conferred by the charter are to be construed strictly in reference to this object. The company remains “ incorporate” and vested, “as to their own works,” with the powers specified in the charter, except as above stated, and vested with those powers as to their own works only.

By the Act of 1852, the Central Railroad is authorized to lease all railroads running in connection with it, or that may hereafter so run. And it was contended by the able counsel for the plaintiffs in error that this confers upon the Central Railroad Company the power to lease the Atlantic and Gulf Road, as a connection between them is authorized by the Act of 1861. And it is insisted that by this Act the public policy of the State is declared in favor of the control of the Atlantic and Gulf Road by the Central, or that, at any rate, since the passage of the Act of 1861, such control is not in violation of the public policy of the State.

There are two replies to this. The first is that this record does not show thatany such connection has in fact been made, and it is not a matter, it would seem, of which the Court can take judicial notice. The second is that the Act of 1861 is not of force. That Act is entitled “An Act to authorize the connection of the railroad of the Savannah, Albany and Gulf Railroad Company, with the railroad of the Central Railroad and Banking Company of Georgia, by a track running through or around the city of Savannah.” The preamble is in these words: “Whereas, there exists an absolute military necessity, at this time, to connect the aforesaid roads.” The body of the Act then authorizes this connection. Here nothing is left to inference. The State was conducting war against the Government of the United States, and it is declared on the face of the Act what is the object and only object of the connection. It was to meet an absolute military necessity which existed at that time. The 11th Article of the Constitution of this State, ratified in 3 868, adopts all Acts passed by any legislative body sitting in this State as such, since the 19th of January, 1861, including Irwin’s Code, etc., “except so much of said several statutes, Code and laws as may be inconsistent with the supreme law herein recognized, or may have been passed in aid of the late rebellion against the United States, or may be obsolete, or may refer to persons held in slavery, which excepted laws are inoperative and void.” Argument is unnecessary. This Act is not adopted. On the contrary the Constitution declares it to be inoperative and void. There is therefore no Act in force authorizing a connection betweén said roads or between the Central Road and the Atlantic and Gulf Road, with which, I believe, the Savannah, Albany.and Gulf, has been consolidated.

Again I insist if the connection were legally authorized, that it does not come within the true intent or meaning of the Act of 1852, authorizing the Central Road to lease all roads running in connection with that road. The Atlantic and Gulf Road does not run in connection with the Central in the sense of this Act. On the contrary, it runs in opposition to it, as a competitor for the freights and travel of a large section of country, and runs in a different direction, and through an entirely different part of the State. If the Act of 1852 can be fairly construed to embrace the Atlantic and Gulf Road, whenever a track is authorized to be laid between the two roads, it embraces every other railroad in Georgia, as they all connect in that sense, and the Central Road has power to lease every road in the State, so soon as it has the means; and it can, by a sufficient increase of fare and freights, in sections where it has destroyed competition, soon possess itself of the necessary amount of funds. Such could not have been the intention of the Legislature in the passage of the Act. It follows that there is no public policy of the State, recognizing the right or power of the Central Road to lease or otherwise control the Atlantic and Gulf Road.

But on the contrary, the public policy of this State, as clearly shown by its legislation, is to encourage fair and just competition, between the different railroad companies of the State, and to discourage monopolies. The fact that the State granted a charter to the Atlantic and Gulf Road, and subscribed to its capital stock, thereby aiding in its construction, shows that it was the policy of the State, to open a thoroughfare across the southern part of her territory, for the benefit of the people of that and the southwestern section, and for the encouragement of fair and just competition with the roads already in existence, thereby securing to her people the transportation of their freights on just and reasonable terms.

This public policy of the State is violated by the purchase by the Central and Southwestern Railroad Companies, of such quantities of the stock of the Atlantic and Gulf Road as will enable them, by the aid of other stockholders in their interest, to control that road, and destroy that just competition which the legislation of the State, and her subscription to the stock of the Atlantic and Gulf Road, was intended to secure and perpetuate for the benefit of her people occupying a large extent of her territory, who would otherwise be left at the mercy of an over-shadowing corporation possessing the power to load them with unjust burdens, to accumulate a large reserved1-fund, beyond just and liberal dividends to its stockholders, to be used in extending its control, by other like purchases, and making more complete its dominion over the government and people of the State.

The State of Georgia having been made a party to this bill, and having appeared as such, has the right, as was insisted by her able and eloquent counsel, Judge Lochrane, to object to the consummation of this purchase by the two railroad companies, plaintiffs in error, which has been attempted in violation of both her public policy and their charters.

It was urged with great zeal by counsel for plaintiffs in error, that a ruling against the right of these companies to make this purchase, would be productive of great mischief, as they have indorsed the bonds of other railroad companies to a large amount to aid in the construction of lines to run in connection with them, and that such a ruling as we now make, would render the indorsement void. Were that even so, it is no sufficient reason why we should not faithfully administer the law, as we find it. But such is not my understanding.

Those railroad bonds are usually payable to bearer, transferable on delivery, like a promissory note, and áre due at some distant day- in the future. They are therefore presumed to be given" for a valuable consideration. And as it is presumed till the contrary is shown that every corporation, as well as natural person, discharges its legal duties, and confines itself within the scope of its legitimate powers, I am of opinion that a bona fide purchase of a bond, issued and indorsed as aforesaid, would have a legal right to compel the corporation by which it is indorsed, to pay the coupons as they became due, and the face of the bond at maturity. The corporation would not -be allowed in this way to take advantage of its own wrong, to the injury of a bona fide purchaser, who took the bond without actual notice of the fact that the corporation transcended its authority. In the case in 21st Howard, where the consolidated companies were held not to be liable for the notes given for the steamboat purchased by them, in violation of their charters, it appears in the statement of the case; that the assignee of the notes who brought the suit, took them with notice.

I am equally well satisfied that any stockholder of the company would have a right to file his bill to enjoin the indorsement of the bonds of another company when not authorised by the charter, or that the State, after the unauthorised indorsement is made, _ might proceed to forfeit the charter on account of its violation by the company. But if the stockholder acquiesces in theaction of the company, till the bon¿s have been Indorsed bythe officers of the company, by authority of the board of directors, and have gone into circulation, and are in the hands of bona fide holders without actual notice, he will not then be heard, and the company will be estopped from denying the legality of its own act and will be held liable.

In conclusion, I will remark that the powers and liabilities of a corporation are fixed by its charter: Code, section 1670. A corporation can only purchase and hold such propperty, real and personal, as is “necessary to the purpose of its organization,” and it can only do such acts as are necessary for the legitimate execution of this purpose : Code, section 1678. And a corporation forfeits itscharter, by a wilful violation of any of the essential conditions on which it is granted : Code, section 1684.

In my opinion, the purchase, which is the subject-matter of this investigation, is not within the legitimate scope of the powers conferred upon these Corporations, and is not necessary to the purpose, of their organization. And as the city of Savannah had actual notice of the extent of their powers, under their respective charters, the purchase being illegal and in violation of their charters, she has no right to insist upon its consummation. ,

When the stock of a corporation is taken, there is an implied contract between the corporation and each stockholder that the corporation will not violate the charter, and for any act done by. the corporation in violation of the charter, the stockholder may call it to account in a Court of Equity: 2 Russel and Mylne, 461; 13 Eng. Con. Ch. Reports, 131; 2 R. & M., 470; 4 John Ch., 573; 1 Eng. Railway cases, 153, 154. And equity will interfere by injunction to restrain the violation of a charter, whether the violation is by misapplication. of the. funds of the corporation, or the exercise of ungranted powers: Redfield’s Railway Cases, 92, and notes; Ibid, 474, 475, and notes; 1 L. Reg., 154 ; Eden on Injunctions, 338-9.

I am therefore of the opinion that the judgment of the Court below, refusing to dissolve the injunction, is right and ought to be affirmed.

Warner, J.,

dissenting:

This bill was filed by certain named stockholders in the Southwestern Railroad Company, and as stockholders in the Central.Railroad and Banking Company, and as stockholders in the Atlantic and Gulf Railroad Company, who sued in’ their own right, as such stockholders, and as citizens of the State of Georgia, and as citizens of the city of Macon, in behalf of the citizens of the State, and in behálf of the citizens of Macon, praying an injunction to restrain the sale of twelve thousand three hundred and eighty-three shares of the capital stock of the Atlantic and Gulf Railroad Company, owned and held by the city of Savannah, to the Southwestern and Central Railroad Companies. The individual stockholders in. said companies have the right to sue in a Court of Equity, in behalf of themselves, as such stoolcholders for an alleged violation of the charters of their respective companies, but have not the right to sue as citizens in behalf of the people of the State, or in behalf of the city of Macon; when the State is a stockholder in a railroad corporation, and is made a party to the suit, she occupies thésame position as any other pri vate stockholder, as to her rights and privileges in that suit. By the amended charter of the Central Railroad and Banking Company it is declared that the said company, -by its corporate name, “shall be, and are hereby, made capable and able in law, to have, purchase, receive, possess, enjoy and retain to them and their successors, lands, rents, tenements, hereditaments, goods, chattels and effects, of whatsoeverddnd, nature or quality the same may be, and the same to sell, grant, demise, alien, or dispose of; Provided, that said incorporation shall not purchase and hold more real estate than may be- necessary and proper for the purpose of laying, building and sustaining said railroad,” etc. The proviso to the 21st section of the amended charter secures to the company, after the lapse of twenty-five years and after the termination of their exclusive right to keep and use the railroad between Macon and Savannah, not only their own works, but all the estates, rights, powers and privileges by that Act granted and secured, except the exclusive right to run the railroad and the banking privileges granted. Under theplenary power granted by £he charter of the Central Railroad and Banking Company to purchase goods, chattels and effects, of whatsoever kind, nature or quality the same may be, said company had the legal capacity to purchase from the city of Savannah the shares of stock in the record mentioned, and to enjoy the same, the city of Savannah being the legal owner thereof at the time of such purchase and sale; and although theSouth western Railroad Company, one of the joint purchasers of the stock, may not have had the legal capacity under its charter to make such purchase, still, as the Central Railroad and Banking Company did have the legal capacity to make such purchase, the sale of the stock was a legal and-valid sale. If the stock so purchased was purchased for the purpose of controlling the Atlantic and Gulf Railroad, as is charged in complainants’ bill (which is positively denied by the defendants’ answqr,) still it is difficult to perceive in what manner that purchase would contravene the general .policy of the State, in view of the previous legislation thereof, in regard to the Central Railroad and Banking Company. By an Act passed in 1852, that company is specially authorized “to lease, and work for such time and on such terms as may be agreed on by the parties interested, the Augusta and Waynesborough Railroad, the Milledgeville and Gordon Railroad, the Eatonton Branch Railroad,, the Southwestern Railroad, and such other railroads as now connect, or may hereafter connect with the Central Railroad, and to collect by suit or otherwise, the fares of travel and the charges of transportation on railroads so leased.” The second section of that Act gives power and authority to the Board of Directors of the several railroad companies which now connect, or may hereafter connect, with the Central Railroad, to lease the same to the latter company.

By an Act passed in 1861, the Central Railroad and Banking Company are authorised to connect that road with the Gulf Railroad; and, therefore, under the authority granted by the Act of 1852, might lease, the same, and obtain the control of the road in that way — which clearly demonstrates that it was not the policy of the State, (as manifested by the two Acts last mentioned,) to prevent or to prohibit the Central Railroad and Banking Company from having the control of the respective railroads which then connected with that road, or thereafter might connect with it, on such terms as might be agreed on by the parties interested in such connecting railroads. If the Act of 17th December, 1861, is void, the Act of 11th December, 1861, which authorised the two roads to connect, is not, so far as appears onlhe face thereof. The purchase of the shares of stock mentioned in the record by the Central Railroad, from the city of Savannah, in the Atlantic and Gulf Railroad, (the same being less than a majority of the stock,) would not enable the Central Railroad to control the Atlantic and Gulf Road, near as effectually as if it had leased it, and yet it is not against the declared- policy of the State for the Central Railroad to exercise control over the Atlantic and Gulf Railroad by leasing and working it, and collecting the fares of travel and the charges of transportation thereon, but is entirely consistent therewith.

After a careful examination of the entire record in this case, I have not been able to discover the injury which the com plaining stockholders have sustained, or are likely to sustain,, in ponsequence of the purchase of the stock in the Atlantic and Gulf Railroad by the Central Railroad and Banking Company from the city of Savannah. They have no right to complain in behalf of a!ny other persons, either natural or ^artificial. Their complaint must be confined to themselves as stockholders in the company, and to such other stockholders thereof as may choose to come in and be made parties as such stockholders, and to no other persons. Considering their complaint as stockholders in the particular roads named, as alleged ánd set forth in their bill and the answer of the defendants thereto,, I am of the opinion that the injunction, restraining the sale of the stock by the city of Savannah to the Central Railroad and Banking Company, should have been dissolved by the Court below, on the ground that this last named company had the legal capacity to purchase the stock under its charter, and that the city of Savannah had the legal right as wellas the legal capacity to sell the same.