In a similar spirit one of the Judges of the King's Bench, had said in the year 1819:

"Numerous applications are made to Parliament by speculative individuals, to form these navigable canals and railways; great public benefits are held out as an inducement to the Legislature to sanction these undertakings; and when their sanction is obtained, is it to be permitted to these persons to say that they will do only that which is beneficial to themselves, and disregard entirely the interests of the public?"

This was said in a case reported in 2 Barnewall & Alderson 646, where the Court interposed by mandamus to prevent the continuance of a wanton usurpation of authority by such a corporation. The Severn & Wye Canal Company had been incorporated by two acts of parliament, with power to make and maintain a railway or tramroad, for wagons and other carriages, from and to certain designated places, to raise money and apply it for that purpose, and receive a certain rate of tonnage for goods carried along it; and all persons were to have free liberty to pass upon and use it with wagons or other carriages of a designated construction upon payment of those rates. The company completed the railway within the the time limited for its construction, which expired about thirty-five years ago; and for some time afterwards received tolls for the passage of carriages over a branch of it as to which the controversy arose. "The leading members of the company having become the owners of collieries situate on another branch of the rail road, the company, a short time after the branches had been completed, for the purpose of preventing competition from the collieries communicating with the branch of the railway," as to which the controversy consequently arose, "determined to render that branch of the rail road impassable; and caused the iron tramplates thereon, for a space of several hundred yards, to be taken up; and thereby destroyed that branch ; whereby the public" &c. "had been deprived of the benefit of using that branch" &c. The Court compelled the

corporation to reinstate, and lay down again the tramroad." This case, if its citation were not otherwise pertinent to the present inquiry, will serve to exemplify the danger of abuses which the strict rule of construction that has been wisely established, can alone prevent or mitigate; where, through time-serving or improvident legislation, great public franchises are irrevocably delegated to private cliques which assume the guise of public spirited associations. The incidents of eminent domain cannot be justly parted with by a state on any different terms.— In Arredondo's case, in 6 Peters Reports 738-9, the ancient learning is collected in support of the legal truisms that public grants convey nothing by implication,” and are construed strictly in favor of the King," and that "the general words of a King's grant shall never be so construed as to deprive him of a greater amount of revenue than he intended to grant, or to be deemed to be to his, or the prejudice of the Commonwealth." In 15 Sergeant & Rawle 130, Chief Justice Tilghman said of franchises in the hands of private corporations, what has been said in almost every State in the Union, that the Commonwealth stands in the place of the King, and has succeeded to all the prerogatives and franchises proper for a republican government." Although Although many branches of the royal prerogative would," as he added be altogether improper in this country," there is the authority of the Supreme Court of the United States for the proposition (16 Peters 410-11,) that doctrines in favor of prerogative may be more liberally extended in favor of a government which represents the people's sovereignty, than in the case of "grants of the British Crown where the title is held by a single individual in trust for the whole Nation."

The difference is, however, less great, when we compare the grant of a franchise by an act of Legislation in this country, with one by an act of the British Parliament:

This brings us back to the case of the Stourbridge Canal. In commenting upon this decision, Chief Justice. Taney, (11 Peters, 545,) used the following language:

46

Borrowing, as we have done, our system of jurisprudence from the English Law, and having adopted, in every other case, civil and criminal, its rules for the construction of statutes, is there any thing in our local situation, or in the nature of our political institutions, which should lead us to depart from the principle, where corporations are concerned? Are we to apply to acts of incorporation, a rule of construction differing from that of the English law, and by implication, make the terms of a charter in one of the States more unfavorable to the public than upon an act of parliament framed in the same words, would be sanctioned in an English Court? Can any good reason be assigned for excepting this particular class of cases from the operation of the general principle, and for introducing a new and adverse rule of construction in favor of corporations, while we adopt and adhere to the rules of construction known to the English common law, in every other case, without exception? WE THINK NOT; and it would present a singular spectacle, if, while the courts in England are restraining within the strictest limits, the spirit of monopoly and exclusive privileges in nature of monopolies, and confining corporations to the privileges plainly given to them in their charter, the courts of this country should be found enlarging these privileges by implication, and construing a statute more unfavorably to the public, and to the rights of the community, than would be done in a like case in an English Court of Justice." And again, on page 548, "the continued existence of a government would be of no great value, if, by implications and presumptions, it was disarmed of the powers necessary to accomplish the ends of its creation; and the functions it was designed to perform, transferred to the hands of privileged corporations ;" and on pp. 549, 550, 'In charters of this description, no rights are taken from the public, or given to the corporation, beyond those which the words of the charter, by their natural and proper construction, purport to convey The whole community are interested in this inquiry, and they have a right to require that the power of promoting their comfort and convenience, and of advancing the public prosperity, by providing safe, convenient and cheap ways for the purposes of travel, shall not be construed to have been surrendered or diminished by the State: unless it shall appear, by plain words, that it was intended to be done."

These and previous extracts are from the opinion of the Supreme Court of the United States, in the case of the Charles River Bridge against the Warren Bridge; a

more particular statement of which will now be made.The Legislature of Massachusetts had incorporated the proprietors of the Charles River Bridge, for the purpose of building it, with authority to take certain rates of toll, but without any express grant of an exclusive privilege over the waters of that river, either above or below their bridge, or of any right to erect another bridge themselves, or to prevent other persons from erecting one. The charter was limited to forty, afterwards extended to seventy years, at the end of which the bridge was to be the property of the Commonwealth. Until the expiration of the term, the company were to pay 200 pounds yearly to Harvard College, the proprietors of the right of disposing of a former ferry at the place where the bridge was to be made. There was a saving to the College, after the time when the bridge should become the property of the State, of a reasonable annual compensation, such as they might have received for the annual income of the ferry if the bridge had not been erected. The bridge was built, and was opened for passengers on the 17th of June. 1786, from which time the seventy years limited as the term of the privilege of the company was to be computed. This corporation paid the annuity of £200 regularly to the College, and performed all the duties required by their charter. In 1828, the Legislature of Massachusetts incorporated "The Proprietors of the Warren Bridge," for the purpose of erecting over Charles River another bridge which was to be surrendered to the State, as soon as the expenses of the proprietors, in building and supporting it, should be reimbursed; a period that was not to exceed six years from the time of the commencement of the receipt of toll by the company. It was built, in pursuance of this charter, at the distance of a few hundred feet from the former bridge. A sufficient amount of toll having been received by the proprietors of the new

bridge to reimburse all their expenses, it became the property of the State, and was made a free bridge. The value of the franchise previously granted to the proprietors of the Charles River Bridge, had, by this means, been entirely destroyed. They instituted timely proceedings to restrain the new company by injunction from the erection, and afterwards from the use, of the new bridge; contending that the grant of the ferry to the College had been of an exclusive right, and that the rights of the Charles River Bridge Company had been under their charter as exclusive as the previous ferry right; that, independently of such particular reasons, this charter necessarily implied that the Legislature would not do what would render the franchise granted to them of no value. They therefore urged, first, that the grant of the ferry to the College, and of the charter to themselves, were both contracts on the part of the State—a proposition which was conceded; and secondly, that the law authorizing the erection of the Warren Bridge, in 1828, impaired the obligation of one or both of these contracts. This last was the point on which the decision depended. It had been "well settled by previous decisions of the court," referred to in its opinion, "that a State law might be retrospective in its character, and might divest vested rights, and yet not violate the Constitution of the United States, unless it also impaired the obligation of a contract." It had been decided by the same court, in other equally familiar cases, that Legislative grants to such a corporation of such franchises were, in the Constitutional sense, contracts of which the obligation would be impaired by their Legislative resumption by the State, or Legislative regrants to another. It was, therefore, in the act of the Legislature of Massachusetts incorporating them that the Court in this case were "to look for the nature and extent of the franchise conferred upon the plaintiffs." Upon a full consideration