Hall Assn., 71 Mo. 526; 1884, National Bank v. Continental L. Ins. Co., 41 Ohio St. 1, 13; 1891, Ellerman v. Chicago Jct. R. Co., 49 N. J. Eq. 217; 1892, Riker v. Leo, 133 N. Y. 519, 524; 1895, Jacksonville, etc., R. Co. v. Hooper, 160 U. S. 514, 523; 1896, Wheeler v. Everett Land Co., 14 Wash. 630, 633; 1900, Inter-Ocean Pub. Co. v. Associated Press, 184 Ill. 438, 75 Am. St. Rep. 184. 3. The enumeration of certain powers and privileges, by implication excludes all other unnecessary powers: 1818, People v Utica Ins. Co., 15 Johns. (N. Y.) 358, 383; 1825, N. Y. F. Ins. Co. v. Ely, 5 Conn. 560, 572, 13 Am. Dec. 100; 1831, Life, etc., Ins. Co. v. Mech. F. I. Co., 7 Wend. (N. Y.) 31; 1850, Perrine v. Ches. & O. Canal Co., 9 How. (50 U. S.) 172, 183; 1852, Talmage v. Pell, 7 N. Y. 328, 345; 1875, Ashbury R., etc., Co. v. Riche, 7 H. L. Rep. 653; 1888, State v. Atchison, etc., R. Co., 24 Neb. 143, 8 Am. St. Rep. 164; 1889, Case v. Kelly, 133 U. S. 21, 26. 4. While the rule of statutory construction that general words following special words shall extend to and include only things of a nature similar to those specially mentioned, is applied in some cases to the construction of corporate charters: 1875, Ashbury R., etc., Co. v. Riche, L. R. 7 H. L. Rep. 653; 1876, Navigation Co. v. County of Galveston, 45 Tex. 272, 290; 1894, State v. International Inv. Co., 88 Wis. 512, 43 Am. St. Rep. 920; yet it does not seem to be followed in other cases. 1881, Wells F. & Co. v. N. P. R. Co., 23 Fed. Rep. 469, 474; 1889, Brown v. Corbin, 40 Minn. 508; 1889, National Bank v. Texas Inv. Co., 74 Tex. 421, 434; 1894, State v. Corkin, 123 Mo. 56. 5. When the question is one between the state and the corporation, or when the public interest is involved, "All rights which are asserted against the state must be clearly defined, and not raised by inference or presumption; and if the charter is silent about a power it does not exist. If on a fair reading of the instrument reasonable doubts arise as to the proper interpretation to be given to it, those doubts are to be solved in favor of the state; and where it is susceptible of two meanings, the one restricting and the other extending the powers of the corporation, that construction is to be adopted which works the least harm to the state."--Davis, J., in The Binghamton Bridge, 3 Wall. (70 U. S.) 51 (1865). This rule is applied in (a) Cases where the state restricts its own action, as in exemptions from taxation: 1830, Providence Bank v. Billings, 4 Pet. (29 U. S.) 514; 1861, Jefferson Bank v. Skelly 1 Black (66 U. S.) 436; 1878, Railroad Co. v. Gaines, 97 U. S. 697; 1881, Bank v. Tennessee, 104 U. S. 493; 1885, Chesapeake, etc., R. Co. v. Miller, 114 U. S. 176; 1892, Wilmington, etc., R. Co. v. Alsbrook, 146 U. S. 279; 1896, Bank of Commerce v. Tennessee, 161 U. S. 134; 1899, Citizens' Sav. Bank v. Owensboro, 173 U. S. 636, 10 Am. & E. C. C. N. S. 540. See note, supra, p. 749. (b) Cases in which an exclusive privilege or monopoly is claimed: 1837, Charles River Bridge v. Warren Bridge, 11 Pet. (36 U. S.) 420; 1883, Georgia, etc., R. Co. v. Smith, 70 Ga. 694; 1885, Birmingham, etc., R. Co. v. Birmingham St. R. Co., 79 Ala. 465, 58 Am. Rep. 615; 1888, Rockland Water Co. v. Camden, etc., Co., 80 Maine 544; 1889, Syracuse Water Co. v. Syracuse, 116 N. Y. 167; 1890, State v. Hamilton, 47 Ohio St. 52; 1890, Indianapolis Cable, etc., Co. v. Citizens, etc., R., 127 Ind. 369; 1891, Stein v. Bienville Water Imp. Co., 141 U. S. 67; 1895, Pearsall v. Great Northern R. Co., 161 U. S. 646, 664; 1900, Adirondack R. Co. v. New York, 176 U. S. 336. (c) Cases in derogation of common right, as in the appropriation of private property under eminent domain_proceedings, or erecting nuisances, etc.: 1848, Moorehead v. Little Miami R. Co., 17 Ohio 340; 1856, Edward v. Lawrenceburgh, etc., R. Co., 7 Ind. 711; 1860, Downing v. Mt. Washington R. Co., 40 N. H. 230; 1871, N. Y., etc., R. Co. v. Kip, 46 N. Y. 546, 7 Am. Rep. 385; 1878, Fertilizing Co. v. Hyde Park, 97 U. S. 659; 1883, Alabama, etc., R. Co. v. Gilbert, 71 Ga. 591; 1887, Snell v. Buresh, 123 II. 151. (d) Cases in derogation of common law: 1872, Moyer v. Penn. Slate Co., 71 Pa. St. 293. (e) Cases directly interfering with the use of franchises already granted, as one railroad encroaching upon the right of way of another, or of a turnpike or canal: 1878, Boston, etc., R. Co. v. Lowell, 124 Mass. 368; 1880, Penn. sylvania R. Co.'s Appeal, 93 Pa. St. 150; 1888, Barre R. Co. v. Montpelier, 61 Vt. 1, 4 L. R. A. 785; 1888, Appeal of Sharon R., 122 Pa. St. 533, 9 Am. St. Rep. 133; 1891, Cincinnati, etc., R. Co. v. Belle Centre, 48 Ohio St. 273; 1901, Edison Elec. L., etc., Co. v. Merchants', etc., Co., 200 Pa. St. 209, 86 Am. St. R. 712; 1901, Postal Tel., etc., Co. v. Oregon, etc., Ry. Co., 23 Utah 474, 90 Am. St. R. 705. * * * 6. General and special laws under which corporations are formed: There seems to be some conflict of expression as to rules of construing charters under general laws as compared with the rules when the corporation is created by a special act. Granger, C. J., in National Bank of Wash. v. Ins. Co., 41 Ohio St. 1, on p. 11 (1884), says: "A radical change has occurred in the relation of corporations to the state and the people. Special charters granted to persons named gave special powers and rights, that as a rule were beyond legislative control; only in the rare cases where the power to amend, alter or repeal was expressly reserved could the legislature modify, limit, or take away power once granted. In those days a corporation was a monopoly. It was necessary to strictly construe the grants made in order to protect the interests of the state and of people generally. But now the legislature has far more power over corporations than over individuals. It may alter or repeal all acts granting corporate power. There is no longer reason to hesitate to apply to the language of acts of incorporation the same rules of interpretation as applied to like words in any contract or statute." * On the other hand, in regard to corporations formed under general laws, Justice Miller, in Oregon R. Co. v. Oregonian R. Co., 130 U. S. 1, on p. 26 (1888), says: "If the articles of association instead of being the mere adoption by the corporators themselves, of the declaration of their own purposes and powers, had been an act of the legislature conferring such powers on the corporations, they would be subject to the rule above stated (strict construction in favor of the state and against the grantee) and to a rigid construction in regard to the powers granted. How much more, then, should this rule be applied, and with how much more reason should a court, called upon to determine the powers granted by these articles of association, construe them rigidly, with the stronger leaning in doubtful cases in favor of the public and against the private corporation. To the same effect is, 1896, Ross-Meehan Brake Shoe F. Co. v. Southern M. I. Co., 72 Fed. Rep. 957. TITLE II. PARTICULAR POWERS AND LIABILITIES. Sec. 263. CHAPTER 13. PARTICULAR POWERS. ARTICLE I. PERPETUAL SUCCESSION. See State v. Payne, 129 Mo. 468, supra, p. 830; also, Warner v. Beers, supra, p. 2, and Thomas v. Dakin, supra, P. 19. ARTICLE II. NAME. Sec. 264. See, supra, chapter 9. Smith v. Tallassee Branch, etc., 30 Ala. 650, supra, p. 817; Newby v. Oregon Central R., Deady 609, supra, p. 819; Armington v. Palmer, 42 Atl. Rep. (R. I.) 308, supra, p. 820. Note, supra, p. 823. ARTICLE III. POWER TO CONTRACT. Sec. 265. (A) As to form. 1. In general: "In determining whether a contract may be enforced against a corporation, three things are to be considered: First, did the corporation have the power to enter into such a contract? Second, was the contract entered into by a duly authorized agent of the corporation? Third, was the contract drawn, signed, and sealed in a form which binds. the corporation? "A corporation may be bound by a contract which is executed in any of the following ways: by a written instrument sealed with the corporate seal, and either with or without the corporate name signed thereto; by an unsealed written in- 2. As to seal. See, infra, Art. VII., p. 1136. Sec. 266. (B) As to subject-matter. (1) In general. See, supra, §§ 258–262. Sec. 267. (2) Contract debts and borrow money. See Barry v. Merchants' Exchange Co., 1 Sandf. Ch. (N. Y.) 280, supra, p:766. Note. See, also, 1889, Wright v. Hughes, 119 Ind. 324, 12 Am. St. Rep. 412; 1890, Woolverton v. Taylor, 132 Ill. 197, 22 Am. St. Rep. 521; 1890, Davis v. Jackson, 152 Mass. 58. See note at end of next case. Sec. 268. Same. FRANKLIN COMPANY v. LEWISTON INSTITUTION FOR SAVINGS.' 1877. IN THE SUPREME JUDICIAL COURT OF MAINE. 68 Maine Rep. 43-49. [In 1875 the Savings Company subscribed for $50,000 of the capital stock of a manufacturing company, having no money with which to pay for the same. The Franklin Company agreed to pay the sum, take the notes of the Savings Company for the amount, and hold the stock as security. Notes for this amount were duly given, and the stock was issued directly to the Franklin Company as collateral, but not to the Savings Company, or with its knowledge. The Savings Company failed in 1876, and commissioners were appointed to pass upon the claims presented; the notes and a claim for $50,000 for money paid out at the request of the Savings Company were presented by the Franklin Company and rejected by the commissioners: the validity of the claims is the question involved.] WALTON, J. The first question is whether it is compe 1 Statement abridged and part of opinion omitted. tent for the trustees of a savings bank, at a time when there are no funds in the bank for investment, to agree to take shares in a manufacturing corporation, and thereby create a debt binding upon the bank. We think not. It is familiar law that a corporation possesses such powers, and such only as the law of its creation confers upon it. The rule is stated with great uniformity. [After quoting to this effect from several cases proceeds:] It would seem, therefore, upon principle as well as authority, that it is not within the authority of the trustees of a savings bank to invest its funds in the stock of manufacturing corporations, unless expressly authorized so to do by its charter or the public laws of the state. But we do not rest our decision upon this ground. We rest it upon the broader ground that it is not competent for the trustees of a savings bank to purchase on credit property of any kind not needed for immediate use, or the investment of existing funds. No such power is expressly conferred upon them, nor do we think it can be sustained as an incidental power. It is suggested that it may be convenient in this way to provide in advance for the investment of funds that may afterward come into the possession of the bank. We think the creation of debts by corporations or individuals, for no other purpose than to provide a ready way to dispose of future acquisitions, a proceeding of very questionable convenience; that in the great majority of cases it would be likely to prove, as it did in this case, very inconvenient. But it is a sufficient answer to say that the law imposes no duty upon the trustees of savings banks to provide for the investment of future funds or future deposits. Their whole duty is performed when they have provided safe investments for the funds already committed to their care. To hold that they may create debts binding upon existing depositors, for the benefit of future depositors, whose money after all may never be committed to their care, would be a doctrine as startling as it would be unprecedented. [The court further held that the Franklin Company, having knowingly participated in the illegal transaction, could not claim the privileges of a bona fide holder of the notes, and the Savings Company having received no benefit from the transaction was not estopped to set up the defense of ultra vires.] Claim not allowed. Note. A corporation can not borrow money for the purpose of purchasing its own shares: 1894, Adams & W. Co. v. Deyette, 5 So. Dak. 418, 49 Am. St. Rep. 887; 1896, Adams & W. Co. v. Deyette, 8 So. Dak. 119, 59 Am. St. Rep. 751. The statutes frequently fix a limit as to the amount that a corporation is allowed to borrow; in such a case the courts hold strictly that it has no power to exceed those limits, and an attempt to do so can be restrained: 1884, Wenlock v. River Dee Comm'rs, 10 App. Cas. 354; 1889, Commonwealth's Appeal, 24 W. N. C. (Pa.) 530; 1889, Commw. v. Lehigh Ave. R. Co., 129 Pa. St. 405; 1893, First Nat'l Bank v. K. M. Co., 95 Ky. 97. One who loans a corporation money in excess of the authorized limit can not collect the excess, though he may collect up to the limit. 1874, Osippee, etc., Mfg. Co. v. Canney, 54 N. H. 295; 1878, DeCamp v. Dobbins, 29 N. J. Eq. 36; 1879, Humphrey |