the prosperity of the people, he did not therefore and because of his own belief in their beneficence when properly conducted and his formulated opinions in regard to the subject, yield to the claims of those corporations to yet greater power.

He had clearly and forcibly stated his reasons for his belief that they had certain rights under the constitution. He was equally ready to assert the rights of the people and of the state, against any and all usurpations upon the part of the railroads. In 1854, 1855, and 1856, the Erie Railroad was engaged in constant litigation. In the first case before the courts the company was found overstepping the boundary of the rights conferred upon it by its charter. In a most characteristic decision Judge Black gave his opinion as to the duties of the judiciary in such circumstances, and the rules which should regulate it in determining the rights of chartered companies.

This case requires us to give a construction to the charter of a private corporation. The frequency of such cases excites some surprise, when we reflect that an act of incorporation is and always must be interpreted by a rule so simple, that no man, whether lawyer or layman, can misunderstand or misapply it. That which a company is authorized to do by its act of incorporation, it may do; beyond that all its acts are illegal. And the power must be given in plain words or by necessary implication. All powers not given in this direct and unmistakable manner are withheld. It is strange that the attorney-general, or anybody else, should complain against a company that keeps itself within bounds, which are always thus clearly marked, and equally strange that a company which has happened to transgress them should come before us with the faintest hope of being sustained. In such cases ingenuity

has nothing to work with, since nothing can be either proved or disproved by logic or inferential reasoning. If you assert that a corporation had certain privileges, show us the words of the legislature conferring them. Failing in this, you must give up your claim, for nothing else can possibly avail you. A doubtful charter does not exist; because whatever is doubtful is decisively certain against the corporation.

But we do not mean to discuss the subject over again. The lawyer who is not already familiar with the numerous authorities upon it, to be found in every book of reports, will probably never become so; and the citizen who does not believe it to be a most salutary feature in our jurisprudence, would hardly be convinced though one rose from the dead.

In accordance with this decision the railroad was ordered to take up its tracks within four months. A number of intermediate orders were then made, and in the second opinion filed by Judge Black, he was as vigorous in condemning the proposed illegal action of the city in proposing to tear up the tracks of the road, as he had been in denunciation of the proposed violation of its charter rights by the railroad.

He was not to be made to twist the law to suit the purposes of either side or to exploit his own opinions as to what he thought the law should be. To do justly as a judge was to announce the law to be what he found it to be, whether it agreed with the interests of the corporation, or with his own ideas, or

not.

The most important decision in this line of railroad cases was delivered in 1856. The charter of the Erie and Northeast Railroad Company had been repealed

and Mr. Casey appointed to take possession of the property. The company asked the Supreme Court to enjoin Mr. Casey from doing so. The opinion is a classic in Pennsylvania law; its reasoning has become a part of its jurisprudence. The following paragraphs from this decision are typical of his method and of his manner of treating such questions from the bench:

What the defendant means to do is to execute the plain mandate of the supreme law-making power of the state; to carry into effect an Act of Assembly, passed in regular form. This act, if it be law at all, is paramount to all other law on the subject, and must be obeyed. If, however, the legislature had no power to pass it, then it is wholly void, and we must regard it as if the place it occupies on the statute book were a blank.

The right of the judiciary to declare a statute void, and to arrest its execution, is one which, in the opinion of all courts, is coupled with responsibilities so grave that it is never to be exercised except in very clear cases; one department of the government is bound to presume that another has acted rightly. The party who wishes us to pronounce a law unconstitutional, takes upon himself the burden of proving, beyond all doubt, that it is so. It is also very well settled that no statute is unconstitutional merely because it is wrong in policy or principle. It is not enough to prove that it is contrary to a sound public morality, or injurious to private rights. Inconsistency with rules of law or principles of equity, will not make it void. Nothing will have that effect but a direct collision between its provisions and those of the federal or state constitution. For this proposition I have no authority or reasons to offer beyond what are already on record in the case of Sharpless vs. The City of Philadelphia, 9 Harris 147.

The plaintiffs' counsel assert that the Act of 1855, under which the defendant proposes to take the railroad into his possession,

impairs the obligation of a contract. The Constitution of the United States (Art. 1, sec. 10), and that of Pennsylvania (Art. IX, sec. 10), forbid the making of any law impairing the obligation of contracts.

An act granting corporate privileges to a body of men is, when accepted, a contract between the state and the corporators. It is not worth while now to try whether this doctrine will stand the test of original principles. It is sustained by everything that we are bound to regard as authority, by the decisions of all the courts in the country, by the opinion of the legal profession, and by the general acquiescence of the people. It is not denied by the defendant or his counsel, or by anybody else who has attempted to sustain the action of the legislature in this case. Being a contract, it cannot be rescinded by the act of one party without the consent of the other. A grant of corporate provileges for a special period cannot be resumed by the state within such period. If the charter be without limitation as to time, it is forever irrepealable.

It does not follow from this that corporations are beyond the reach of public control. When the privileges they enjoy are fraudulently abused, the courts may pronounce them forfeited. In some cases also, the legislature, when granting the franchises, reserves to itself the right to revoke them. When the charter contains such a stipulation, it is as much a part of the contract as anything else that is in it..

The authority given by the Act of October, 1855, to the defendant to take possession of the railroad is asserted by the plaintiffs' counsel to be an act of confiscation--a taking of private property for public use without compensation. If this be true, the injunction ought to be awarded; for no legislature can do such a thing under our constitution. When a corporation is dissolved by a repeal of its charter, the legislature may appoint, or authorize the governor to appoint a person to take charge of its assets for the use of the creditors and stockholders; and this is not confiscation, any more than it is confiscation to appoint an adminis

trator to a dead man, or a committee for a lunatic. But money, or goods, or lands, which are or were the private property of a defunct corporation, cannot be arbitrarily seized for the use of the state without compensation paid or provided for. This act, however, takes nothing but the road. Is that private property? Certainly not! It is a public highway, solemnly devoted by law to the public use. When the lands were taken to build it on they were taken for public use; otherwise they could not have been taken at all. It is true the plaintiffs had a right to take tolls from all who traveled or carried freight on it, according to certain rates fixed in the charter, but that was a mere franchise; a privilege derived entirely from the charter, and it was gone when the charter was repealed. The state may grant to a corporation, or to an individual, the franchise of taking tolls on any highway, opened or to be opened, whether it be a railroad or river, canal or bridge, turnpike or common road. When the franchise ceases by its own limitation, by forfeiture, or by repeal, the highway is thrown back on the hands of the state, and it becomes her duty, as the sovereign guardian of the public rights and interests, to take care of it. She may renew the franchise, give it to some other person, exercise it herself, or declare the highway open and free to all the people. If the railway itself was the private property of the stockholders, then it remains theirs and they may use it without charter as other people use their own-run it on their own account-charge what tolls they please-close it or open it when they think proper-disregard every interest except their own. The repeal of charters on such terms would be courted by every railroad company in the state; for it would have no effect but to emancipate them from the control of law, and convert their limited privileges into a broad, unbounded license. On this principle a corporation might be rewarded, but never punished, for misconduct. Repeal of its charter, instead of bringing it to a shameful end, would put "length of days in its right hand, and in its left hand riches and honor." But it is not so. Railroads made by the authority of the Commonwealth upon land