SECTION XIII. Power of Company to contract to carry beyond its own Limits. 1. No doubt existed in regard to this power | 6. This may be shown by acts of company. until very recently. 2. Receiving freight across other lines and giving ticket through. 3-5. Cases reviewed upon this point. 7. English courts hold company competent to contract to carry through entire route by sea and by land. § 163. 1. It was for many years regarded as perfectly settled law, that a common carrier, which was a corporation chartered for purposes of transportation of goods and passengers between certain points, might enter into a valid contract to carry goods delivered to them for that purpose, beyond their own limits.1 Most of the American cases do not regard the accepting a parcel, marked for a destination beyond the terminus of the route of the first carrier, as primâ facie evidence of an undertaking to carry through to that point. But the English cases do so construe the implied duty resulting from the receipt.2 * 2. But the cases, until a very recent one,3 do hold, that a railway company may assume to carry goods to any point to which their general business extends, whether within or without the particular state or country of their locality. And it has generally been considered, both in this country and in the English 1 Ante, § 162, and cases there cited; Moore v. Michigan Central Railw., 3 Mich. R. 23. * 2 Ante, § 162, and notes. Fairchild v. Slocum, 19 Wend. 329. 3 Hood v. New York and N. H. Railw., 22 Conn. R. 502. See Elmore v. Naugatuck Railw., 23 Conn. R. 457. And in Naugatuck Railw. v. Waterbury Button Co., 24 Conn. R. 468, it was held that a provision in the plaintiffs' charter, authorizing them to "make any lawful contract with any other railroad corporation in relation to the business of such road," only extended to contracts for the common use of such other roads as lay within the limits of plaintiffs' charter, and that it did not enable the company to enter into a contract to carry freight to the city of New York, either upon other railways or steamboats, and that such contract could not be inferred from the course of plaintiffs' business, and that having carried the goods to the end of their route and delivered them to the next carrier in the line of their destination, they were no further liable. * Ante, § 162, and notes. courts, that receiving goods destined beyond the terminus of the particular railway, and accepting the carriage through, and giving a ticket or check through, does import an undertaking to carry through, and that this contract is binding upon the company. 3. The case of Hood v. The New York and New H. Railway, assumes the distinct proposition that the conductor could not bind the company by such contract, because the company had no power to assume any such obligation. The case is not attempted to be maintained upon the basis of authority, but upon first principles, showing therefrom the innate want of authority in the company. It must be admitted the reasoning is specious; so plausible indeed, that if the matter were altogether res integra, it might be deemed sound. * 4. But it must be remembered that in the construction of all legislative grants, many things have to be taken, by implication, as accessory to the principal thing granted. And if we are not allowed to assume such indispensable incidents, as are necessary to the exercise of the powers conferred, in such a manner as to accomplish the main purpose in a reasonable and practicable mode, we shall necessarily be led into inextricable embarrassments. Hence we conclude this case may have assumed possibly too narrow grounds, and such as might render the principal grant of the company to become common carriers of freight and passengers, from New York to New Haven, less useful to the public, consistently with the security of the company, than the circumstances required. The strict and undeviating requirement in all cases, that all railways shall be restricted in their contracts for transporting persons, parcels, baggage, and goods, to the line of their own road, and a safe delivery to the next carrier, and that nothing like copartnership in the business of a particular route, consisting of different companies, could exist, would certainly be throwing serious hinderances in the way of business, without any adequate advantage.4 5. And it was held, in a recent case by the Supreme Court of Vermont, that railway companies, as common carriers, might make valid contracts to receive freight at, or to convey it to, points beyond the limits of their own road, and thus become liable for the acts or neglects of other carriers, not under their control; and that in regard to matters not altogether beyond the general objects of their incorporation, and which, upon a liberal construction, might fairly be considered as embraced within them, it was not competent for the company to adopt the acts of their agents and officers so long as they proved beneficial, and when they proved otherwise, shield themselves from responsibility, by resorting to a more limited and literal construction of their corporate powers.5 5 Noyes v. The Rut. & Bur. Railw., 27 Vt. R. 110. The grounds of the decision are thus stated: "It seems to be now well settled that railway companies, as common carriers, may make valid contracts to carry beyond the limits of their own road, either by land or water, and thus become liable for the acts and neglects of other carriers in no sense under their control. Muschamp v. L. & P. Junction Railw. Co., 8 M. & W. 421; Weed v. Saratoga & Schenectady Railw. Co., 19 Wend. 534; Farmers' & Mechanics' Bank v. Champ. Trans. Co., 23 Vt. R. 186. "It has never been questioned that carriers, whether natural or artificial persons, might by usage or contract bind themselves to deliver parcels and merchandise beyond the strict limits of their line, in town and country; and in such case could only exonerate themselves by a personal delivery. 23 Vt. 186, and cases there cited. "It seems to us, in principle, that these two propositions control the present case; for if a railway company may contract for carrying merchandise and parcels beyond the limits of their line, where the carriage is by porters, stages, by steamboats or other water-craft, or by other railways, and this is to be justified upon the ground of usage and convenience, or common understanding and consent, the same rule of construction must equally extend to contracts to receive freight at points on the line before it reaches the company entering into the contract. It may be true, in one sense, that this is extending the duties and powers of the company beyond the strictest interpretation of the words of their charter. But the time is now past, when, as between the company and strangers, any such literal interpretation of the charter is attempted to be adhered to. It is true that such corporations, even as to strangers, are not allowed to assume obligations altogether beyond the general objects of their incorporation, as if they should assume to build steamboats, or other railways, perhaps. But within the general business of their creation a very considerable latitude is allowed in contracts with strangers. This is done for the advantage of the company, as well as others, and to avoid embarrassments in the common business of life, which must be constantly liable to occur upon any such limited construction of the powers of corporations as is contended for by the plaintiffs below. These corporations are now held liable for a nuisance, in obstructing highways; for damages, in consequence of a departure from the ordinary and safe mode of construct 6. And parol evidence that a railway company duly incorporated in one state has held itself out, through its agents, as a common carrier over a railway in another state, is sufficient prima facie evidence of its capacity to contract for such carriage to support an action for merchandise intrusted to it.6 7. The English courts hold that it is not ultra vires for a railway company to contract to carry beyond its own route, by sea or by coach." *SECTION XIV. Authority of the Agents and Servants of the Company. 1. Board of directors have same power as 5. Ratification of former similar contracts, company, unless restricted. evidence against company. 2. Other agents and servants cannot bind the 6. Notice by company of want of authority in servants, if known, will excuse them. company beyond their sphere. 3. Owner may countermand destination of 7. Illustrations of the rule. goods, through proper agent. 8. 4. But an agent who assumes to bind not. Servant may bind company, even when he disobeys their directions. Company responsible for the servants of other companies. § 164. 1. As the entire business of railways is of necessity transacted through the instrumentality of agents, the extent of their authority becomes a serious and important inquiry, as well for the stockholders as the public. As a general rule, it may be safely affirmed that the board of directors have all the power which resides in the corporation, subject to such restrictions only ing their embankments, although attempted in that form to aid a manufacturing interest by making the embankment serve a double purpose of a dam and embankment for the track of the road. Ante, § 125, note 1;— and in many other cases, where, if the stockholders had interfered in the first instance, the agents of the company would have been restrained from doing the acts in the name of the company. But if the corporators acquiesce in the extension of the business of the company, even beyond the strict limits of its charter, upon the most literal interpretation, and strangers are thereby induced to contract upon the faith of the authority of the agents of such companies, the companies are not at liberty to repudiate the authority of such agents when their transactions prove disastrous." And the principle of this case is maintained in Hart v. Rensselaer & Sar. Railw., 4 Selden, 37; Schroeder v. Hudson River Railw., 5 Duer, 55. • McCluer v. Manchester & Lawrence Railw., 13 Gray, 124. 7 Wilby v. West Cornwall Railw., 2 H. & N. 703. *as are imposed upon them by the charter and by-laws of the corporation. 2. The other agents of the company are confined to their several spheres of operation. Thus station agents, who receive and forward freight, have power to bind the company, by a contract, that the goods shall be forwarded to a point beyond the terminus of the company's road (on the line of another railway), before a particular hour, and this, it would seem, notwithstanding a general notice has been published, that the company would not be responsible for forwarding goods beyond the terminus of their own road.1 So, too, it has been held to be a proper question to submit to the jury, under proper instructions, whether a particular servant, or officer, had not, under the circumstances, authority to bind the company.2 3. So, too, it would seem, that any one having put goods, or baggage, upon the company's trains, or into their custody, is at liberty, at any time, to alter its destination, or resume his custody of it, unless indeed it had been packed with other merchandise where it could not be removed, without unreasonable expense; and the station agent, who receives the goods, or baggage, is competent to bind the company, by receiving a countermand, or new directions, to which he assents,3 as being in the 1 Wilson v. York, Newcastle, & Berwick Railw., 18 Eng. L. & Eq. 557, in note. This was a case at Nisi Prius, before Jervis, Ch. J. The refusal of the station master, or of any one to whom he should refer the party, to deliver goods in his custody at the station, will bind the company, and if done without proper excuse, will render them liable in trover. Rooke v. Midland Railw,, 14 Eng. L. &. Eq. 175. 2 Scotthorn v. South Staffordshire Railw., 18 Eng. L. & Eq. 553; Schroeder v. Hudson River R., 5 Duer, 55. It is often said that railway companies are responsible for the careless and negligent acts, but not for the wilful and criminal acts of their agents. De Camp v. Miss. & Mo. Railw. Co., 12 Iowa R. 348. But the true inquiry is whether the agent was acting within the scope of his employment. Same case, where Martin, B., said: "A carrier is employed, as bailee of another's goods, to obey his directions concerning them; and I have no hesitation in saying, that generally, at any period of the transit, he may have them back. I think that if a traveller by railway is dissatisfied with his mode of travelling, he may at any point stop and require that his luggage should be delivered up to him. "The station clerk had power to receive the countermand; and a loss having 8 * 291 VOL. II. |