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of the public, and as against the grantees of the monopoly, franchise, or charter to be strictly interpreted. Whatever is not unequivocally granted in such acts, is taken to have been withheld; all acts of incorporation, and acts extending the privileges of incorporated bodies, are to be taken most strongly against the companies.* It is interesting to observe the vigilance with which this principle has been applied. Where a company was incorporated by statute for the purpose of inland navigation, and they acquired lands forming a reservoir, which lands were to vest in the company in fee, "to and for the use of the said navigation company and to or for no other use or purpose whatever," it was held by the Court of Queen's Bench that a railway company which succeeded to the rights of the navigation company could not let out boats for hire on the reservoir.†

Lees vs. The Manchester & Ashton Canal Company, 11 East, 652; Scales 18. Pickering, 4 Bingham, 452: Dock Company at Kingston-uponHull vs. Browne, 2 Barn. & Adol. 43; The Providence Bank vs. Billings & Pittman, 4 Peters, 514; Charles River Bridge vs. Warren Bridge, 11 Peters, 420; Parker vs. Sunbury and Erie R. R. Co. 19 Penn. State R 211.

In regard to public grants of franchises, the rules of construction are said by the Supreme Court to be these: First, that where the grant is designed by the sovereign power to be a general benefit and accommodation to the public, if the meaning of the words be doubtful, they shall be taken most strongly against the grantee, and for the government; and therefore the grant is not to be extended by implication in favor of the grantee beyond the natural or obvious meaning of the words employed. Second, if the grant admits of two interpretations, one of which is more extended and the other more restricted, so that a choice is fairly open, and either may be adopted without any violation of the apparent object of the grant, if in such a case, one interpretation would render the grant inoperative, and the other would give it force and effect, the latter if within a reasonable construction of the terms employed should be adopted. Charles River Bridge vs. Warren Bridge, 11 Peters, 544; Mills vs. St. Clair County, 8 Howard,

581.

Bostock vs. The North Staffordshire Railway, 4 Ellis & Black. 799; case certified on a question sent down from the Court of Chancery. Campbell, C. J., Coleridge and Wightman, JJ., unitedin the certificate; Earle, J. gave a contrary opinion.

So again it has been said, that statutes interfering with the general rights of the subject, establishing monopolies and imposing penalties, are to be strictly construed. Thus, where an act of Parliament imposed a penalty on all but freemen of the Waterman's Company, for navigating any wherry, lighter, or other craft, on the Thames, it was held that a steamtug was not within the description and prohibition of the act.* Where a company was authorized to take lands for a railway, and a jury was to be summoned to fix the value of the lands, and to award separately for injury sustained, and a jury so summoned gave a verdict for an entire sum,-it was held that the company could not treat the verdict as a nullity, the provision being for the benefit of the claimant.†

In this country, the same doctrine has been steadily adhered to. So, the Supreme Court of the United States says, "A corporation is strictly limited to the

* Reed vs. Ingham, 3 Ellis & Blackburn Q B. p. 889.

In Re London and Greenwich Railway Co, 4 Nev. & Mann. 458. Gildart vs. Gladstone, 11 East, 685; The Leeds & Liverpool Co. vs. Hustler, 1 B. & Cres. 424; Kingston-upon-Hull Dock Co. vs. La Marche, 8 B. & Cres. 51; Priestly vs. Fould, 2 Scott N. R. 205; Portsmouth Floating Bridge Co. vs. Nance, 6 Scott N. R. 823; Stourbridge Canal Co. vs. Wheeley, 2 Barn. & Ad. 792,-2 -are all cases to the effect, that in grants of franchises or privileges, any ambiguity must operate against the grantees, and in favor of the public. See, to S. P., Barrett vs The Stockton and Darlington R. Co., 2 Scott N. R. 337; Stockton and Darlington R. Co. vs. Barrett; S. C. in Exchequer Chamber, 3 Scott N. R. 803. Verba chartarum fortius accip piuntur contra proferentem.

See also Blakemore vs. The Glamorganshire Canal Navigation, 1 Mylne & K. 154, as to the construction of acts creating companies to construct public works.

In regard to the strictness with which, in England, the railway companies are held to a performance of their chartered obligations, see the Railway Cases generally, and Commonwealth vs. Pittsburg and Connelsville R. R. Co., 24 Penn. S. R. 159, where they are reviewed per Lowrie, J.

exercise of those powers which are specially conferred upon it. The exercise of the corporate franchise, being restrictive of individual rights, cannot be extended beyond the letter and spirit of the act of incorporation."* So again, in the same court, it is said that in regard to charters of incorporation, it has always been held that a corporation takes nothing except what is plainly expressed and unequivocally granted. The charter is held to be a contract between the State and the corporation, and no clause of power or privilege can be inserted by implication. This has been repeatedly declared in cases where the corporation has contended for implied immunities, such as an exemption from taxation. This privilege can only be granted by express words.*

The language in Connecticut is the same: "The rules of construction which apply to general legislation, in regard to those subjects in which the public at large is interested, are essentially different from those which apply to private grants to individuals, of powers or privileges designed to be exercised with special reference to their own advantage, although involving in their exercise incidental benefits to the community generally. The former are to be expounded largely and beneficially, for the purposes for which they were enacted. The latter liberally in favor of the public, and strictly as against the grantees."+

* Beaty vs. Lessee of Knowler, 4 Peters, 152, 168.

† Charles River Bridge vs. Warren Bridge, 11 Peters, 420. Bank of Easton vs. Commonwealth, 10 Penn. State R. 422. Bank of Pennsylvania v8. Commonwealth, 7 Penn. State R. 144. But see, contra, State of Ohio vs. Commercial Bank of Cincinnati, 7 Ohio R., 125; Union Bank vs. State of Tennessee, 9 Yerger, 490.

Bradley vs. N. Y. & N. Haven R. R. Co, 21 Conn., 294, 306.

So, too, in Pennsylvania it is. said, "Corporate powers can never be created by implication, nor extended by construction. No privilege is granted unless it be expressed in plain and unequivocal words, testifying the intention of the legislature in a manner too plain to be misunderstood. In the construction of a charter, to be in doubt is to be resolved, and every resolution which springs from doubt is against the corporation.*

*

So, in the same State, in regard to a statute authorizing a railroad company to take land upon a report of viewers, which, among other things, should state the quality and value of the land taken,-it was held that a report of the viewers omitting to state the quality and value of the land is fatally defective; and the court said, "It is most manifest equity, that he who claims a special privilege must submit to a strict construction of it. He who claims the right to be tried before a special tribunal and in a special form, both of which are out of the general course of the law, must expect that the special mode of trial shall be strictly pursued as to the forms prescribed, and not be allowed to innovate upon the general principles of law further than is indicated by the law that prescribes it."+

In New York, it has been said a statute conferring privileges upon individuals should not be so construed as to work a public mischief, unless required by explicit and unequivocal language. So where an act authorized a proprietor of lands lying on the East River, which is an arm of the sea, to fill up and construct wharves and bulkheads in front of his lands, and there was at the

* Pennsylvania R. R. Co. vs. Canal Com'rs, 21 Penn., 9.
Zack vs. Penn. Railroad Co., 25 Penn. State R., 394.

time a public highway through the land to the river, it was held that the proprietor could not by filling up, obstruct the public passage from the land to the water, and that the street, by operation of law, extended from the former terminus over the new-made land to the water."*

So in Pennsylvania, a grant of a right of way of fifty feet wide, for a railway, through a small slip of land in a densely populated city, will only convey so much ground as is necessary for the line of the road, and will not carry by implication the right to erect within such line depots, car-houses, or other structures for the business of the road; and such a grant does not confer on the railroad company the right to permit their cars or locomotives to remain on the track of the road within the fifty feet for a longer time than is necessary to receive and discharge freight and passengers.†

"Private statutes," says Parsons, C. J. of the Supreme Court of Massachusetts, speaking of an act granting a fishing right to a town, "made for the accommodation of particular citizens or corporations, ought not to be construed to affect rights or privileges of others, unless such construction results from express words or necessary implication."

In New York, in regard to the ferry franchise conferred on the municipal government of the city of New York by its charter, it is held that it is not a mere authority to administer the ferry franchise as a politi cal trust, liable to be resumed by the legislative power;

* The People vs. Lambier, 5 Denio, 1.

† Mayor, &c. of Allegheny vs. Ohio and Penn. R. R. Co., 26 Penn., 355. Coolidge vs. Williams, 4 Mass., 140. Case on an alewife-fishing

statute.

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