9 Watts 458 | Pa. | 1840
The decision in the Hibernia Turnpike v. Henderson turned on the construction of a statute. The contract of subscription was regulated by the act of incorporation, in the interpretation of which, it was held that the public interest was so much concerned in the scheme that prompt payment of the instalment which was required to be counted down at the time of subscription, could not be dispensed with by the commissioners, or subsequently by the company: the contract before us is regulated, or expressly prohibited by no statute whatever. It certainly was held, that the public had an interest in the question of location which it was the purpose of the legislature to protect by excluding fictitious subscriptions; and to preclude an improper influence from being gained by means of them in the election of the first board of managers, was assigned as the motive which induced the legislature to insist on immediate payment of a part of the subscription as a stake in the company’s concerns. The object evidently was to prevent a choice favourable to the interests of influential proprietors on the proposed route, but prejudicial to the interests, not only of the company, but of the state which also was a stockholder, and we were constrained by these considerations to enforce the condition of payment with extreme rigour. But it was not intimated that if present payment of a part of the subscription had not been expressly exacted by the statute, the public interest would nevertheless have made it indispensable to the legality of the contract. It is here that a corporation, being ens legis, has no inherent power to act, or indeed any power at all beyond what is necessary to accomplish the end of its being: but it is also true that within the scope of its legitimate functions it may act as a natural person might. In defining its powers, it would be impracticable to enumerate them specifically, or to do more than circumscribe the field of its action, leaving it to exercise all those that are incidental and necessary to the purpose of its creation. Now to fix the terminus of a road or the site of a bridge, when that has not been done by the act of incorporation, is certainly an incidental power; and did we recognise any other limitations of it than those that are expressed in the charter, we should fall into a labyrinth of contradictions and doubts. The conditions of the contract of subscription were expressly prescribed in the Hibernia Turnpike v. Henderson,and Irvine v. The Susquehannah and Philipsburg Turnpike; in the latter of which it was said that, though an expectation of benefit to the holders of property contiguous to the route had been a powerful spring in putting these artificial bodies in motion, yet that it had never been suffered to become a condition of the contract of subscription. In the case at bar, the subscription is not to the stock; and there is consequently no express regulation or prohibition of it in the charter; without which the supposed resemblance of it to the cases quoted, is barely imaginary. In Irvine v. The Susquehannah, the rights of the corporators were
Judgment reversed, and a venire de novo awarded.