and the rights and privileges of a corporation in a State other than that of its origin depend upon its charter and the local laws relative thereto, and upon comity and the laws of the other State. A corporation existing under the laws of the State is a foreign corporation as to other States; but a corporation authorized by Congress may not be a foreign corporation as to the several States of the Union.

Corporations are not citizens within the meaning of the provision of Section 2, Article IV, of the Constitution of the United States, that "the citizens of each State shall be entitled to all privileges and immunities of citizens in the several States", and a State may forbid to foreign corporations the privilege of doing business within its borders, or may impose conditions for the privilege, provided no applicable Federal law is thereby violated. It is the duty of the State to protect the lives and property within its limits, to prevent imposition and injustice, and to secure the safety, health and well being of all within its territory; and to this end it may regulate the entry and conduct of foreign corporations in the State, where such regulations are not in conflict with lawful Federal authority.

Utility corporations should not be regarded as public enemies. They exist and are operative under express authority of law, and are entitled to all the rights and privileges accorded to them by law. Self respecting and law-abiding individuals should concede to such corporations their lawful status and rights; but all persons should insist that public utility corporations, and their officers, agents and employees be required by proper procedure to observe the law in every particular, and to act with due regard for the rights of others in the faithful, impartial and proper performance of the public service which under the law is the primary purpose of the existence and operation of such corporations.

The rendering of public service by furnishing railroad, street car, telegraph, light, water and other useful facilities ordinarily requires large capital, efficient management, varied skill, great risks and continuous existence, that cannot with any degree of certainty be supplied by an individual. For this reason and in the interest of the public welfare the law authorizes the formation and operation of corporations, by means of which valid combinations of capital and other resources, and of skill, management and labor may be utilized, with limited persona! liability of

stockholders and continuous existence in corporate authority, for the benefit of the public to be served.

While such corporations are owned, organized and operated in private right, subject to all applicable provisions of law for the protection of private property rights, yet the corporations and the property owned and controlled by them are, by virtue of the franchises and privileges accorded to them, and in consideration of the public service voluntarily undertaken to be performed, subject to the rights of the public affected by the service. These essential rights of the public are to require an adequate service. to be performed for a reasonable compensation and without unjust discrimination of any character as to persons, localities, commodities or otherwise.

In accepting the franchise and engaging in the public service, such a corporation voluntarily subjects its property to the rights of the public. The public interest in such corporations includes the right to and the burden of lawful governmental regulation and supervision; therefore the burden of valid regulations is not a taking or a deprivation of property rights in violation of the organic law. But an unlawful or unreasonable regulation of any character that in effect deprives a corporation of a substantial property right, or imposes an unlawful or unreasonable burden, is a violation of constitutional rights. The law does not permit confiscation or the imposition of unreasonable burdens, or even arbitrary control and management of public utility corporations and their property by governmental authority under the guise of authorized supervision and regulation.

The governmental authority to supervise and regulate the rendering of public service by corporations extends to every phase of the corporate activities that affects the service to be regulated. Whether regulations duly promulgated by competent authority relate to rates or to the rendering of the service, such regulations should be regarded as prima facie reasonable and just, and their enforcement should not be enjoined by the courts unless it clearly appears, from the admissions of pleadings or from proofs, that such enforcement will inevitably deprive the corporation of its property rights in violation of law.

When authority to prescribe regulations appears, a wide discretion should be accorded to the governmental agency in administering regulations; and where, after a fair consideration of all

the facts and circumstances affecting a regulation, it appears that reasonable men competent to judge may differ as to whether the regulation is reasonable and just, the regulation duly prescribed should be put to the test of a fair experiment.

But governmental agencies may impose regulations only within their lawful authority; and such agencies should act only after a fair consideration of all the facts and circumstances affecting the action taken. Where action is taken arbitrarily and without the existence of facts and circumstances to support it, the action is the ipse dixit of the agency without authority of law, and not the action of the government under the law. The law authorizes regulations to be enforced when they are duly promulgated by competent authority and are based upon appropriate facts warranting the regulations. The mandate of the law operates upon sufficient facts duly ascertained, and not upon the personal desire of individuals.

An essential duty of a corporation is to make compensation in damages for injuries to persons and property caused by the negligence of its employees in discharging their duties as such. Where property is injured or destroyed, its value can generally be readily ascertained; but in cases of personal injury, the amount of compensation properly recoverable therefor should be ascertained by a fair consideration of all the pertinent facts and circumstances affecting both parties, and the application of the processes and standards of reasoning and computation that are afforded by law, or by common experience and the dictates of right and justice. Recovery of just demands should be promptly enforced, and corporate advantages should be held in proper check by use of the procedure afforded by the law for this purpose.

A recovery of damages not allowed by law may be remedied by ordinary appellate procedure. But where damages are lawfully recoverable and the amount awarded by a verdict or finding is either inadequate or excessive, the only remedy afforded by the common law is an application to the trial judge for a new trial because of the inadequacy or excessiveness of the verdict. The trial court should grant a new trial where there is difficulty in reconciling the verdict with the justice of the case and the manifest weight of the evidence.

At common law the Appellate Court could not grant a new trial merely because a verdict is inadequate or excessive in amount,

unless some rule of law was thereby violated, since questions of fact were not reviewable by the Appellate Court at common law. This is now the rule in the United States Courts, because of the effect of the Seventh Amendment to the Federal Constitution, which provides that "In suits at common law *** the right of trial by jury shall be preserved, and no fact tried by a jury, shall be otherwise re-examined in any court of the United States, than according to the rules of the common law." The constitutions and statutes of many of the States make provision for the Appellate Courts to review the finding and to pass upon the sufficiency or excessiveness, as matter of law, of the amount awarded by a verdict in a trial court.

Even under such provisions, the Appellate Court will not as a rule reverse a judgment for inadequate or excessive damages, where the amount cannot be ascertained by definite standards of compensation, unless the award is so small or so large as to shock the judicial conscience, or as to indicate that the finding has no reasonable support in the evidence. In considering this question, all the evidence adduced at the trial must be properly before the Appellate Court duly certified by the trial judge.

The property of corporations should be taxed as other property is taxed, and the same organic guarantees against unjust exactions are in general applicable to all property, whether corporate or individual, that is subject to taxation. Assessments should be made upon a basis having a just relation to fair valuation, considered with other property values for assessment purposes. As the government confers upon corporations the right to exist and to transact business, a privilege tax may be exacted in return for the granted right conferring the advantages of corporate existence and operations. But such taxes should have some fair relation to the privileges conferred and to similar taxes imposed upon others under like conditions, and they should not be unduly onerous, since all taxes are to be considered in fixing reasonable rates for any public service rendered.

When municipal corporations undertake to render the service of a public utility or public service corporation, it does so in its corporate capacity, as distinguished from its governmental capacity; and unless otherwise provided by law, its duties and liabilities are similar to those of other corporations that perform a like service.

Where the business undertaken by a public service corporation is not inherently unprofitable, and its purposes are in good faith carried out, and its operations are conducted as contemplated by law, proper governmental regulation and supervision should contribute to the stability of the corporate earnings and give confidence to investors by insuring a steady return for property and labor devoted to the service.

Public service corporations are by law allowed a wide primary discretion in rendering the public service undertaken; but such discretion must be exercised in obedience to law and in good faith and with due regard for the rights of the public; and the discretion is subject to lawful governmental supervision and regulation, to the end that the public may be properly served and private rights made secure by due course of law.

The guiding star and controlling purpose should ever be to secure to the public the primary right to a reasonably adequate service for a fair compensation and without unjust discrimination as to patrons or service, and to preserve to the corporations their absolute right to reasonable compensation for service rendered and to security against being deprived of their property or of its use in violation of law.

All steps taken are to be governed by applicable principles of the common law except where express enactments provide a different regulation in particular instances.

The common law is a progressive system of rules by which the principles of reason and justice are administered in controversies between adversary parties. The glory of the common law is its adaptability to every phase of human affairs and its efficiency in the administration of practical justice. In the complex circumstances of material and social development, the principles of law should be so applied as to preserve their vitality and merit as a progressive science of real benefit to mankind. Otherwise, the law will degenerate into a useless formula and thereby become a burden rather than an aid to civilization and human progress. This caution is particularly necessary in the exercise of governmental supervision and regulation of public service corporations whose operations so vitally and universally affect the daily life of substantially all the people.