18 Mo. 210 | Mo. | 1853
delivered the opinion of the court.
1. The railroad company was incorporated by an act approved 12th March, 1849, with power to construct a railroad from the city of St. Louis to the city of Jefferson, and thence to some point in the western line of Yan Burén county, in this state, with a view that the same may be hereafter continued westwardly to the Pacific ocean, and with authority to extend branch railroads to any point in any of the counties in which said road may be located. The charter thus granted was subject to the provisions of the general act concerning corporations, (R. C. 230,) the seventh section of which provides : “ The charter of every corporation that shall hereafter be granted by the legislature, shall be subject to alteration, suspension and repeal, in the discretion of the legislature.’5 The defendant, Renshaw, became a subscriber for fifteen shares of the stock of the company under this charter. At a subsequent session of the general assembly, two acts were passed which, the defendant alleges, materially affected the powers of the corporation, as conferred by the original charter, and discharged him from his subscription for stock. The first is the act of 22d Eebruary, 1851, which authorizes the company to accept bonds
It seems to be supposed by some persons, that acts of incorporation are granted by the legislature as mere gratuities or favors to individuals, and that the state has no other interest in the matter, than to provide against any injury to the state or its citizens by the improper conduct of the bodies thus created. This is altogether a mistake. Corporations are created upon considerations of benefit to the public. Enterprizes which cannot be successfully conducted by individual capital and energy, may be successful when the wealth and energy of a great number of individuals shall be combined, and the state may be deeply interested in promoting such success. No person can fail to see that general prosperity results from the increased facilities of communication and transportation furnished by roads and canals, and from the promotion of commerce and manufactures. Nor can any person be ignorant that the incorporation of companies has had a vast influence in advancing these great interests of society.
When an act of incorporation has been passed, the legislature cannot change any of its terms without the consent of the company, unless the power to make such change is reserved in
This provision in our general law concerning corporations, has been introduced into our statutes from the laws of other states, and may be found in the statutes of Maine, from which we borrow it. In the case of the Meadow Dam Co. v. Gray, 30 Maine Rep. 548, the company sued one of its stockholders to recover an assessment upon his stock. There seems to have been no pleadings in the case, and the different points in dispute between the parties were presented to the court upon an agreed statement. One of the questions was, whether the defendant, who had subscribed for stock under a charter granted in 1846, was discharged from his liability to pay for it by the fact that, by an additional act passed in 1848, the liability of the stockholders had been increased. Chief Justice Shepley,
2. We are not called upon to say whether, under the power reserved to the legislature, there may be an entire revolution in the character and objects of the corporation, such as changing the railroad company into one which shall be entirely a manufacturing company. But in the present case, all the changes that have been made are such as an enlightened policy may well have suggested, as beneficial to the state at large, as well as to the company, and are such as preserve to the company its identity and the character it had when first created.
The judgment will be reversed, and the cause remanded for further proceedings,