Omaha Daily Bee Newspaper, July 28, 1891, Page 5

A \ a \\ AN\ THE OMAHA DAILY BEE [Jp— TUESDAY, JULY 1891. <8, Dl SAYS THE CONTRACT IS VALID. Justios Brewer Decides the Famons Rock | Island-Union Pac!fic Bridge Case. JUDGE DUNDY'S D SSENTING OPINION, Oase in All Its g8 and a Decision on four Chiel Points Involved. Lengthy Iteview of th Beari the Tustice Brower knocked the Union Pacific bridge monopoly higher than @ilderoy's pro- verbial kite. His decision in the case n 1ho Rock Island tho Uaion I was in favor of the Rock Island and in favor of the enforcement of the specific per. formance of the torms of tho contract. Ho also decided that the same ruling should hold g00d 1n the case of the Chicago, Milwaukeo & St. Puul road against the Unfon Pacific Bofore court opened the room was crowded with attornoys and predictions were frecly made on the result of the famous case. The fhajority seemsd to:be of thn opinio thau tHe be decision would be against the Union Pacific. Both sides were represented in court President R. R. Cable of the Rock Island, General Counsel Withrow and Messrs. Low, Fish and Poppleton were on one side of the room and Hon, J. M. Thurston, W. R. Kelley and C. S, Montgomery occupied scats at the other side. Thomas L. KKimball, president of the Urion depot comy was present s, were a number of citizens who have taken a t interest in tho case at bar. As soon as court opered Judge Thurston asked for a ruling of the court on the intro- duction of testimony at_the beginning of the argument, tendingto stow that tho Rock Isiand was not Jegily incorporated under the laws of the state. The court rulud the papers out Amid o solemd silenco Juage Brewer g ceoded to read his opinion on the case, Dur. g the reading no sound but the voice of tho ourt heard except when the justics tho teachings of Judge Di on the eircuit bench, on the powers of a court of equity. The natural deductions drawn from the ‘acts of the learned counsel for the defendants, when on the bench, were 80 at variance with his arguments as counsel for the Union Pacific during the present case, that the ks of Justice Brower caused a very audiblo smile to pervade the sacred precincts of the court roon Following is the opinion of Justice Brewer in full: W referred to when Parties to the Suit. “Ou the first day of May, 1500, that, which on its face purports to be a contract botween stve railroad companies, to-wit: The Union Pacific railway compauy, Omaha & Republi- can Valley railway compiny, Salina & Sout western railway company, Chicago, Rock Island & Pacific tailway company and Chi cago, Kansas & Nebraska ratlway company, was signed and acknowlodged by the re- spective wresidents of those companics, at- tested by their secretaries and received 'th impress of their corporate seals. While fivo companies joined thus in the execution of this instrument, there wero really but two parties to the cont the Chicago, Rock Island & Pacific railyay company and tho Chicago, Kansas & Nebraska railway com- pany, representing ono interest and forming one party, tho three other companies repre- senting tho other interest and constitutin the other party. For convenience, the first namea will pe hereatter called the Rock Island party, and the latter tho Pacific. The oxact naturo of tho relations botween the members of these two partics, as respects themselves, need not be stated. 1t is enongn to say that there was on cach side a unity of iterest and a unity of control. Iach party controlied an_oxtensive railyay system. Tho Rock Island embraced three main lines, eactn running from Chicago—one to Council Bluffs, one to Kansas City—-and tho third to Deaver. Tho Paciic—one from Council Bluffs to Ogden, one from Council Bluffs to Denver, and another from Kansas City to Denvor. Tho Denver line of the Rock Isiand passes through St. Josenh and Beatrice. By fillingn gap between Council Bluffs ana Beatrico the | Teland would secure a shorter and hetter Denver line. Tho purpose und scope of the contract was the tilling of this gap, and it provided therefor by the Pacific giving to the Rock Island the use of its track from Couneil Bluffs to South Omaha, this track crossing tho Missouri river on the Pacific's bridge; the building by the Rock Island of a road from South Om: to Lincoln and the giving by tho Pacitic the use of its track from Lincoln to Beatrice The Rock Island procecded to construct a Yoad from South Omaha to Lincoln, and about the first of Junuary of ' this year sought to use the Pacific’s tracks between Council Bluffs and South Omaha, and Lincoln and Beatric which use was denied by tne I'ncific. Ther, upon this bill was filed in the district court of Douglas _county, Nebraska, to compel specitic performance of tho contract. A pre liminary injunction was granted by the dis- trict court, though no possession was over in fact taken, or uso made of these lines by tho Rook Island. Immediately thereafter tho Pacific removed the case to' this court. In due course of time tho pleadings were em- ployed. the proofs taken, and tho case is now «— beforo us for fiual doterimnation. Questions Involved and Argued. “Four qnestions hav beon presented and argued with distinguished - ability. They are: 1. Was the iustrument, as thus signed and attested, so authorized and e cuted as to becomo and be a contract of the corporationst 2. If it was so authorized aud executed, was it ultra vivest & If not ultra vires, is it contract of which a court of equity may compel specitic perform- ancel 4. If it ought specil performance to bo decredad ! *With regard to the first question: That tho contract was signed by the proper executive ofticers and that the formalities of execution were suflicient is not disputed; and if it was ono of tnose minor contracts which fall withi the scope of the ordinary powers of chiof oxecutive oficers, no question could arise as to its being a contract of the corpora tions. But it is not such a contract. It is ono of vast moment, runuing for UK years and nffocting largely the financial imterests, Dbusiness and policy of the corporations. 1t 80 chanzes the sweop of the future that no mere executive ofticor, of his own volition and by virtue of the ordinary powers of his office, could commit the corporation therotd, But authority beyond that of the ex- ecutive officers is uot , wanting. After the contract bad bedn drafted and on April 22, 1800, it was submittod to tho executivo committee of the Umion Pacific railway company, and of that company’s 1ation to the contract I first spoak, and unan- jmously approved by all the members of that @wmitteo then present. The committee con sists of soven, aud six of the seven were pre ent *“Thercafter, and on the 30th day of the same mcuth, the regular annual meeting of the stockholders was held, at which over two-thicds of the capital stock Pany was represented: to-wit: 417,870 sha and ot such meeting this resolution was unau- imously adopted: ‘Resolved, That the agree- ment between the Unlon' Pacifle railwa company, the Suliua & Soutbwestern railway company, the Chicago, Kock Island & Pacific railwiy company, and tne Chicago, Kansas & Nobraska. railivay company, dated May 1, 1860 (a copy of which i herewith submitted), granting to tho two last named compauios trackuge rights over tho company's lines from Council Bluffs to Omana, including the Omahn bridge, and the lines of this compa- ny's Owaba & Kepublican Valley brancn, from Liucoln to Beatrico, Nab., aud pro: viding, further, for tho use by this company, of tho Chicago, Kansas & Ne- braska railway company's lines between M- pherson_and South Hutebinson, Kan., and the line from South Omaha to Lincoln, Nob., on the torms therein provided for, be and is hereby approved, aud the action of the ex ecutive committee in authorizing the execu. tion thereof is hereby ratitied, approved and confirmed,” And at tho same meeting this resolution was adopted : ‘Voted unanimously that the stockholders hereby approve, con- firm and ratify all the actions of their board of directors aiid executive committee during the past year! While the contract was mever formally presented to the board of di rectors, and by such board authorized or wp- proved, yet, immediately after tho annual eloction” of directors 1n 1880, the board met, mnd o after appointing the executive committee It ‘voted that while the board of divectors is not in session tha full power thercof, under toe charter and by-1aws of the company, be and horeby 1s | fere with those rights; so, likewlse executivo comi was but a repetition rds of directors in th ttae:' ot conforred upon the and this resolution those passed by the ten preceding years. This delegation of power was by virtue of article 4 of the by Inws of the company, which reads: ‘The board of directors shall have the swholo charge and managemont of tha property and effects of the company, and they may gate power to the oxeeutive committeo to do any and all acts which the board is author. 17¢d to do, except such acts as by law, or these by-laws, must be dono by the board itstlf.’ In the original charter of the Union Pacific railway company, (12th statutes, 450, section 1) the power to make by-laws was granted by this sentenco: ‘Said com Any, at any al eating of the stock hoiders called for that purpose, shall bave power to make by-laws, rules and reculations s they shall deem needful and prover, touch ing the disposition of the stock, propert estato and offocts of tho company, not incon sistent herewith, the transfer of shares, the term of ofMee, duties and conduct of their of- ficors and se its, and all mutters what ever which may appertain to the concerns of said company. What the O her Side Claime It is clear from these quotations from tho records of tho company, thatso far as the xeeutive committes and the stockholders could by their approval bind the corporation to this contract they did so. As against this, it is contended that ns the bosrd of directors did not formally act upon, either to authorize or up ot, the co poration never became bound, becalise power in respect to such matters is loaged solely in the board of directors. And, second if this be not true, and the stockbold vested with power in regard the voto of the stockholders at the annual meoet- ing was not sufticient because in tho call for such meeting o mention was made of this proposed contract; and the minority of the stockholdors, who were not present, were thus given no opportunity.to consider it and never jomed in the approval. Neither of those provositions can bo sustained. By the original Union Pacific act, there was created ‘a body corporate and politic, in deed and in law,’ which corporation ‘was authorized and empowered to lay out, locate, construct, furnish, maintain ana_enjoy a' continuous railvond and telegraph,’ ote., and was also ‘vested with ail tho power, priviloges and immunities nocessary to carey into effect the purposes of this act as herein set forth.’ “By this act, thorefore, was_created a cor- poration, with all the power incident to co porato existc Ouo of those incidents is, U tho owncrship of the corporate property ted in the stockholder; and with them rests also the absoluto and ultimate powe In the Dartmouth college case, 4 Wheat., 51, that are the s Judge Story, speaxing of an_aggregate poration, say (pago 677) other things, it possesses the i ity of perpotual succession and = of acting by tho collected vote or will of its prporate parts.’ [t is true, thatthe act provides that there shall be certain directors appointed by the government. This provi- sion was inserted doubtless because of the t that the government, ree and a bountiful as second mortg donor to the company, was largely intercstod. It is also true, that subsequent legisiation, (13th statute: section 1), provides thit at least ono gover ment director shall be a member of standing commitiee. But in the original ac h there is nothing ,or any subsequent legis- Tation, giving to them either veto or control- ling power: and from some of tho roports which tave been made in times past by theso government directors to the government, as woll s from some of the developments in this case, it wonld seem as though they wi o often regarded as_meroly convenient and useful ornaments. \While dountless congress could have vested others in the boara of directors as such, or in these government directors absolute and exclusive con- trol in matters like this; yet it did uot. Not only did it, as appears from the provisions heretoforo’ quoted, give to the stockholders coutrol over ‘all matters what- ¢ which may appertain to the concerns said company,’ but also its expross grant of powers to the directors is by the samo soc- tion limited to the election and appointment, of officers and agents, the location and con- struction of the road and the matter of sub- seription. Al other powers which the direc- tors have are those which spring from the nature of their offices or from special grants from the stockhotders. Powers of Corporati this as in any other stock corporation tho stockholders rests not only the ownership of the property but the ultimate 10 absolute power and control. Much is said in the books about the ordinary and ex- . “In with traordinary powers of a corporation; the ono vesied in the dircctors, tho other 1w the stockholders or membors, In I Beach on ‘Privae Corporations,’ thoruloas to tho latter is thus T'o the members is reserved alsotho the legislaturo right_of amendments of their charter, und the power anplying to for to wcept or reject proposed amendments , to alter the articies of association, to so or reduction of the cap- ase the corporate prop- erty or modify tho terms of au existing lease, to consolidatd or merge the company with other corporations; and in general, all ex- traordinary or unusual powers not conferred upon the airector: 1mplications, are reserved to the members,’ If this statement of law be corret, then this contract is one beyond the power of airectors to make and could be authorized only by tho stockholders; for the making of such a con- tract 1 uot among the matters expressly or by nec implication granted by tho charter tho airectors. But I rest little on this distinction, for any act, although within_the powers of a board of directors, when done by an exceutive oficer with tho direction or approval of tho stockholders is bindiug on the corporation, althougk the di- rectors have never directed or approved of it, unless by the terms of the charter exclu- sive power therefor is vested in the divectors. Neither is there forco in the other objection, that the notico of this annual meeting did not specify these coutracts. Ao Doubt of the Pow ““Phe charter, in the same_section hereto- foro quoted from, provides for annual meet- ings of the stockholders, for the transaction of business, to be holden at such timo and place and upou such notico_as may bo scribed in the by laws. Notice of time place was given as proseribed by the by and the meeting was duly held. ty law requiving special Thero is uo ention of the sub- s to bo considercd ut such meetin ery stockhold thernfore, takes no tice of the fact that all business which may be transacted by the stockholders is open for considera- tion and action at such meeting, und thowr powers at such & meeting are us vastana completo as the competencies of the corpora- tion. udeed, at the time the notice of Lhis sonual meeting this cont prepared, and could not have been specified thorein; and the fact that other matters were specified in the notice in no manner limited the powers of the stockholders at such meet- ing. State vs Bonuell, 10; War- ner vs Mower, 1l Vi, L. Beach on ‘Private Corporations,. Sec. 270; Sampson va S: 1 Horawous 432 Cook on was given 't Wwas not 5. M. Corporation, 4 Muine, “Private Corporations, up this question, the instru- ned and attested by the proper oficers. 1t was approved by the executive committee, which executive committee was granted ad ioterim by the board of directors all the powers of that board Authority to make such a delegation of powew was given to the bonra by tho by-laws. Power tomako such by-laws was bestowed by the act of in- corporation upon the stockholders. At the rogular meeting the contract was approved by all tho stockholders present, being two- thirds of the entiro number. Under theso circumstances, if the contract was ono which the corporation could make, it was fully au- thorized and duly executed, and binding. See, “Summin ment was. Question of Ultra Vires., “So T pass to the second contract one which the corporation could make, or is it ultra vires! The doctrine of ultra vires has been thoroughly sifted within the last thirty years—its extent and limita- tions clearly defined. Thomas vs railroad company, 101 U, S., 71; Branch vs Jesup, 106 U. 8., 465 raiload company vs radroad com: question: 1s tho pany, 118 U. 8., 200; rallway and navigation company vs railway company, 180 U. 8., 1; trausportation company vs palace car com pany, 139 U.S., 24, Two propositions are sottled. One is that a contract by which a corporation disables itself from perform. ing the functious and duties undertaken and imposed by its charter is, unless the state which createa it consents, ultra vires. A chartor not only grants rights, it also im- poses duties. An acceptance of those rights, s an assumption of these duties, As it isa ocontraot which binds the state not to inter- t is one which binds the corporation not to abandon the discharge of those duties. It is not like a deod or patent, which vests in the grantes or patentee not only title but full power of alienation: but it is more, it is contract whose obligations neither party, stato nor corporation, ¢ the consent of tho ! other abandon. js, that the pow ers of a corporatic nd such only, ts chartor o v act bevond th stated or fairly imiplied, is ultra vices | “A corporation atural or {nhorent | rights or capacities. Ceaatod by the state, it 1 Eas such powers as the stato has seen fit to give it—'only this and nothing more.’ And h i o do, has its 80, whon it assumes 10 do that wh not boen empowered by the state assumption of power is vain—tho act is nullity—the contract is ultra vires. These two propositions embrace the whole doctrine of ultra vires, They are its alpha and omeya. To determine the applicability of these prop: ositions to the coniract, we must notice its features n little moro in'detail. It is too long to quote in full, but the first section of the first article is its kernel. It is as follows Quoting from the Contr The Pac Island compar possession tracks, ne c company hereby lets the Rock into the full, equal and joint uac of its main and passing and located and estabiished, or which may be hereafter located and established, b tween the terminus of such tracks in the city of Council Bluffs, in the state of lowa, and 2 hino drawn at right 7io nCross said tracks within ono and one-half (115) miles southerly from the pros- Nt passenger station of South Omaha, in_the state of Nebraska, including the ridge on which said tracks extend o smd cities of nections with the Missouri_ river, between Council Bluffs and Omaha; ¢ union depot tracks in Omaha, the side or spur track leading from the mafn teacks to the lower grade of the Pacific company’s sid ings and spur tracks in Omaha, and such ex- tonsions theroof as may be hercafter made sido tracks in Omaha on which to receiv from and deliver to the Rock Island company freight that may be handled t the warchouses, or switched by the | s com pany, the connections with the Union stock yaris tracks in South Omaha, and conven- 1ently located grounds in South Omaha, on which the Rock Island company may con struct, maintain and exclusively use a track or tracks, aggregating three thou- (3,000) feot in length, for storage of cars and other purposes, for the term of ¢ commane- ing on tho first day ot May, m the current year, For which possession’ and use of th Rock Island company covenants, promi: and_ugrees to pay to the order of the said Pacific company monthly during the contin- uance of said term the sum of £3,750, with the provortion of the costs and expenses actuully inerred during the month for which such payment is made, in maintaining, repairing and supplying with water that portion of such main tracks jointly used and situated st end of said bridge and in the Bluffs, and in paying taxes and ts logally lnid ~ and * levied thereon, which proportion shall be to the ag- grregato of the amount so paid as the propo tiou of the number of wheels per mile ope; ated during the same month by the Rock Island cowpany over suid tracks or any part thercof shall be to the whole number of wheels operated per mila over tho same tracks during the same period, which sum_ the Pa- eific company agrees to receive as full com- pensation for such possession and use.’ Lease on Contract. It is said by the defendant that this east of th city of Council is a of demise is used and a 1in the 101, 151, 130 and 139 United States, supra, as ultra vires, To which itis replied that in the resolution quoted , passed hy the stockholders, approving this aizreoment, it was called ‘one granting trackage rights.” But neither the form of oxpression on the ono haud, nor the name on the other, is conclusive. We must see that rights and privileges wore in fac granted, what burdens and oblizations a sumed, in order to determino whotner tnat which was attempted to bo dono was_beyond the competency of the corporation. Tue cou- tention of the defendant is substantially threefold: 1. That the contract if put in forco will at onco disable the Pacific from performing the duties imposed upon it by 1ts charter. 2. That f it will not at once have that erfect, it will befors tho termiua tion of the 9% years of its term. “That tho charter neither in terms nor by im- plication gives power to make such _ contrs “The question as to whether a contract is ultra vires or not may arise in a controversy between the state and a_corporation, or between the corporation and the par with whou it has assumed tocontract; and it may woll be. that different rules of construction avply i two cases. All grants, even grants of corporato franchises, aro construe strongly in favor of the government, and against the grants. So when the ' stato challenges the action of one of its corporate creations, it may insist on clear warrant for such action. It may ‘Point to the letter of your authority; Iabide by my con- tract and protect you in the rights of franchises I ‘have given, abide by vour contract and assume to do no act in disregard of the duties I have imposed, or beyond the authority I have conforred. The rule of strict construc- tion exists in such a case, Rule for Repudiation. “But a milder rule applies when a corpora- tion seeks to repudiate a_contract into which 1t %as formally entered. It is notseemly for a corporation, any more than for an individual, to make a contract and then break it, or to abide by 1t so long as it is advantageots, and repudiate 1t when it becc onerous. ' The courts may well say to such corporaticn, *As you have called it a contract wo will do tho ame, as you have enjoyed the benefits when it was beneficial, you must bear the burden when it becomes “onerous; unless i avly appears taat that which you have assumed to dois beyond your powers. In railway vs McCarthy, % United States 267 the supremo court said: -When a contract is ot on its face necessarily beyond the scope of the power of the corpo 1t will in be ation by which the absence of proof esumed to be valid, Corporations are presumed to contract with- in_their powd The doctrine of ultra vires, when invoked for or against a corporation, should not be allowed to provail where it would defeat the ends of justice or work legal wrong. In other words, courts should be clearly satisfiod that o contract is ulira vires, betore at tHe instance of a corporation they release it from the obligations which it has voluntarily assumed. With this rule of construction in mind, I pass to the considera- tion of the three contentions of the defond- auts, Union Pacific Not Disturbed. St clearly will not operate at presont to Qisable the Pacifie from discharging its du- ties. Whilo the Rock Island is lot into pos- session and use, the Pacific is not put out of possession aud use. There 13 no surrendor of the exclusive use of any portion of the Pacific's line. It remains in the undisturbed possossion of @every mile of its traci, an oporate all its trains, and disch alf the duties which 1t owes to the gov- ernment or tho public. A difforont quos- tion would arise, it it had attompted by this instrument to'dipose of the ull posse sion of the sume length of its track, ILs obli- gation to tho government 1 not to hold all its tracks or property beyond the uso or touch 1y othier corporation. It goes no further to rotain such possession and use as will enable 1t to run all its trains and carry all its passengers and froight. No monopoly of isolation from other currents of businesy it was made to the contrary is essential to this. It may do all the busi- ness which is offered and stitl havo a surplus uso of its tracks. Can it ba that its obliga tions to the government or the public com s it to tet that surplus u: lo idlet [t is rather for than against the interest of the government which croates it and which is it- self interested as second mortzageo and the holder of @ large claim against it, that it coin all such surplus use into money. Surely if this bo so it does not come within the scope of tho first proposition. I shall not attempt to refor to the testi- mony in dewail. Indeed, I think it is con coded that if this contract was put today in full operation the Pacific would have accommodations for all its business respect the case is very differcnt from those cited from the supreme court. In them thero was a full surrender of possession. As am In this said by Mr. Justico Miller in the Thomas case: “The provision for the complete pos. session, control and use of the property of the company #nd its franchises oy tho lessoos i perfect. Nothing is left in the lessor but the right to receive rent ) power of coutrol in the management of the road and in the exercise of the frauck the company is reserved.' I conclude, there- fore, that this contract is not objectionablo as now disabling the Pacifie from discharg ing the duties imposed by its charter. But the term of this contract is 99 years, and it insistod that ¢ before that n renched e growing business of s wiil dematiet the antire possession id uso of all its trapks and facilities, and that the langth of the torms makes that void | which might have be®A valid 1f for a fow years ep Into the Future | “To this, in my jJudgment, thoro are two 1 satisfactory roplies: “No man can foresc | the ruture.” While wé have a rieht to believe that the country wili grow in population and business, and Kave a right ta expoct that the business of this particular corporation will inerease; vet we also know, that with in creased voluma of busiuess as w rule como | imereased facilities an ans for transacting that business. It is uot to be expected that tho business of any raiteoad will incroase 1n di m an int cif tr b contr the Pacific tracks or other abling 1t from dis simply ono to ¢ Iy al deal, 1 aro the least cle ciude i e, tho Pacifi igencies of public tho aren of the tacidental and implicd powers own use money. 50 of afr dischargo of I cont long o do not end with a ¢ , and ¢ y. If th irs twenty years her tho full use of its tracks and cilities ne tion of its business and the dischargo its auties to the government the powors of a court of the emergen changed tho next twenty yoars in the same ratio as the last. New roads are constautly bei built. Other channels of transp tation will avise; and business so increasing will bo divided among more, Who, indeed, can say that the railroad itself will bo the common means of | nsportation twenty yoars hence. May not ctric-lines, on differently constructed cks, supercede the railroads as the rail- road superceded the canal! Into that fleld of speculation who may safely onter, and what decrees may be founded thereon ¢ “But again, the powers of a court of equity on shail other fa- v to the Pacific for the tran. of ud the public, ity equal to relieve it from the for the oblization sations of its contract of a corporation its_duties is ra which as their continvanc create such 4 disability nor disublo itself from the a continuing ono its makes endure dos Surplus Use Oonsider d nelusion not “This matter has embarrassed me a great t 1 have come to the ¢ ‘suflicient to the day is tho evil thereof,’ and strong enough and adequate that for tomorrow powers of 4 court of equity. It is at rthat the government is not in- by any decrse between these parties of surpius u adjudged that the surpius use must 1£13 a thing of value s it is douo by this con What right ovinterest of the rily ve 1dled nd compol of it the full discharge Neithor aly beyond tue powers gr It is obvious to all se, can common sense of the contracts of the railroad ving out of thic by the courts declired ultra viros. In the case a ct is not one 25 against duties i by the wd whorover its rights are disturbod it may everybody s Pa be said that this con- business nte th that rostshave enlarged ed to of a corporation, Witness tho maoy things which railrond companics today freely and without question engage in, in furthérance of th ansportation business, which strictly not part of such business. Their depots are often eating houses and hotels, dining and sleeping cars are run on many trains; bath rooms and libraries on some; hospitals are furnished, insurance to employes is not uncommon, Yot who can Ay that these things are a part of the layin out, constenetion or_operation of a railroad, strictly speaking. Yet it would startlo tho world if the companios for the incidental matters wero A W from racilitios. if all th harging n inta money far its benefit, 1t its have seen, the use of duties. use it ¢ the for tho dispossession of company rits is not one dis- Itis the surplus use of a part of its property. Can it be that Such a contract is beyoud the powers imvlicd by tho grant? Concede that under the = power to lay out, construct and operate a railvoad, it is not authorized to build tracks for tue purposes of sale or lease; but when discharging its duties it builds tracks for its and uses ther malke is imited and thevs is a large amount n upon what reason can it be ernment or public is It is a ail large It necessa may ‘act, coined into ZOv- prejudiced thereby ! ad company builds a depot which r than its preseiit needs requir may it not rent one room and receive profit there- ause it is not authorized to Huild buitdmngs for rent, lot that room re- from; or must it, be main vac: requires its usol net build tracks fol thems; least, of its own trains. but one nt until the' increaso of busi The Pacific company it track for use that track, as in this ca 50 the has a surplus of use which is of value, have the ness may the purpose of leasing must at pissigo If its trains do not fully do not, it and which it may make protit out of in any man- ner not inconsistent with ou disch bl it o of the duties imposed ay be laid provosition that a corporation which in the down as a gen: its dutie and its oblizations to the g I think vernmn to the ient. al by its char- ter requires property which it must have for its owu use, may, if there bo a_surplus properiy, v disposition of such of such ner not incons creation, So 1 tho three objections hold that the coutract is not ultra vires, Conside is “So far as the Omaha & jected that th is without col a contraet surplus use in any man- istent with the purpo: couclude that well for neith taken, an use the of its r of and ion and Compulsion. Republi ley vailroad company is concernod, it ontract is invahid be ideration; the contract Val- pro- viding that the Kock Island shall pay to tho Union Pacific railway a fre in u . d ol pro cont loy 1 force in th owas substantially all th & Republican Vailey railway atract by a company that the rental for the partial use of its property directly to the stockholdors, instead surely cannot bo 'declared beyond corporation, pect company tho power of the that need be said in ¢ the Omaha compan, Louis, n ally it Is W & this cont he Repub company for the use of the Omaha cal 1, the & Republican Thore n this contrict Fortunately a rec cour 135, rd i t in United embarrassment he h States, It before moe f w suglt in_the face ot cedents, 1 quotation : irts ut aft the cre 1 fure are capabl 1o accommodute thomsslves of by *Railrowds o and owe duties to the public the public 1n respect 1 thess of communication should bo fos and it is o 1 whilo oful ex ing! specitic performanc actb for the joint use of w track. o W way company’s line, Union i [t rental Val- little company, and shall b paid of the This is all 0 tho relation of Valley railroad one of w decision o 1, rei CAS0 Wils I was ci mination, ves ch o court of equity may compel specific perform- v case of Joy L Vs, 10 me ovig. reuit and v f 0 That tho unanimous opin- the most useiul fu tions of & court of equity that its methods of ro ¢ of bei ron T'h eat hi; 1 by car righ h made suc the doy to interests of the public, in ion of the supreme court. All of the objec- tions whien are here mado wero presented then aud overruled: and the necessity of the interposition of a court of cquity in cases of this kind is clearly shown by Mr. Justica Blatehford, in whe opinion of tho court, The spivit of that decision is expressed in tais riers ts of ways the ch as olop. [ | with logisiators in sfforts to reduco rates, | To maint horates o will securo just compensation for the capital iuvested, railronds enter into associadions and form traftic con teacts. But such coatracts soom but ropes of sand, an b ssociations but gilded tizure-heads, and not controllin s, And back of allisa wide and growing demaud that the govornment take possession of all the raflroads and itself become the great com- | mon earrier. 13 it not possible that the pow er. of & court of equity may yet be found ad- equate to tho situation —that such courts may yet lay strong hands upon these eairond cor: | porations, and by compelling performauce of | contracts, securo stavility, uniformity and justico to' all, and thus quict the clemor and avold any nocessity of goveramontal posses sion ana management Getting Back to the Text. “But this is outside of the question before us. Returning 1o the case: Counsel contend | that it is distinzuisl from that of Joy vs Louis i that thoro was a great public interost to be protecte which titied, s was wentioned {n tha opinion, the intorposition of & court of equity. I think no such distinction exiits, There is in this caso a public interest as significant and desorving of protwetion "ne testimony discloses that before this con, tract was entered into. the Rovk Island had determined to build a bridge across the Mis- souri river at Omaha, and Hil the gap be twoen Council Blufts and Iteatrice by its own line. In conjunction with the Chicigo, Mil it had for the 15 W some two o waukee & St. Paul railway obtained from cong a buitding of the bridico, and ne ponding to securo the capital, three millions of dollars, with which to do thework. At that timo the officers of the Pacilie sought tho offcers of the Rock [sland and St. Paul and provented the vuilding of the new bridee by means of this contract If this contract had not been made, or if it should not now be en- | forced, two or three raillions at least of o ditional capital would be put into railve and bridge construction, and such an ex penditure of money places an additional bur- den upon the public, Kvery unnecessary milo of railroad track or bridge that is built adds to the cost of transportation, and suroly the public is interested in seeing that that” cost bo as light as possible company chart tiati Which is Economy? WA very serions economic and political question is, whether this freo country has not made a mistake in giving too large liberty of railroad construction. Take a swgle illustration: In the state of Colorado between PPueblo and Denver, aro threo independent lines of road, with Separate and distinet tracks and rights-of-way. To say nothing of the waste of lands and the injur, to furms, the cost of these three lines of road, [ am assured, is much morc than douvte that of a siagle right-of-way with two tracks; and such sigle right-of-way would be adequate for all the business that the threo roads have dono or are likely to do for many years. The public which uses ars tho burdon of this oxtra Would not its interests have been promoted, if by contract or law all these railroads could have been compelled Lo unite ) here—if the public can property by 3,000,000, it 3 that additional expense would east upon it. Further, a now lino running into Omaha cuts up and destroys uanecessarily a large amount of proporty. So in this, as in tho case of Joy vs. St. Louis, thercisa public interest at stako which justilies the intervention of a court of equity. This is the case in which, and a_contractof which a court of equity may decreo specitic performance. 2 I pass to a consideration of the last ques tion: Ought tuis contract be specitically en- forced? Of course it is famiar law that courts of equity do not always deereo spe performance of even unaucstionavly contracts. Insufliciency of conside want of fairness or any special hacdship ro- sulting therefrom is suflicient to provent a decres of specific performance aud send the in o line! & preve the sum of to itself tho bu an increase of railrond 0,000 or den which party to his action at law for damagos. Pomeroy on ‘Specitic Performance,’ section 1855 Ery on ‘Specific Performance,”” 181, 103 and 203, These defenses aro interposed herc: It is insisted that the rental for the uso of the bridge and the tracks between Council Bluffs and South Omaha, to-wit, , is grossly inadequate. aneous with this, another coutra import was excelted with the Chicago, Mil- waukee & St. Paul railway company, by which it also was to pay a like rental, 5o that the rentals secured vy these two contracts for the use of the sama property amounted to $00,000. A volumoe of testimony was taken toshow the va lue of the Pacific's property for which this rental was to be paid. Four or five engincers of ability and rveai estate men of oxperience testitied fully in respect to this matter. Their estimates wero cv divergent, varying from threo to seven millions. 1 shall not attempt in this opinion to review this testimouy or seck to deteriine which of these estimates is 0st reliable, Obviously the estimate of r. Smeed, the chiaf engineer of the Pacific, too high,in_that it includes property not covered by the leaso. Probably the real vaiue lies somewhere botween the figures, and neaver three than sevon miltions. 1f the value be seven millions, £00,000 rental is only ubout 1'f per cent, and if this wero tho rental for the full and exclusive possession, 1t would obviously bo too low: but there is only a partial possession and a partinl use. Fho rent is 80 much 1 excess of that which the Pacific realizes from its own use of the property. Not only that; by section 7of articlo 3 of the contract, the Pacitic reserves to itself the right to lot other companies into the like possession and M use of this property, without sharing with these lossecs: the rentals thus obtained. On tho other hand if the valuo of the property i only three millions of dollars, the rental i per cent, and thar for only thiis partial use. Benefits to the Defendant, “But beyond this Omaha property, tho contract provides for the usc of each party of portions of the others’ tracks: and the benefits which fiow to the Pacific from its acquisition of parts of the Rock Island's tracks elsewhe the svstem, are worthy of notice in ermining the sufMeicn of the consideration, Ther re other benefits, also of a pecuuniary nature, the amount of which may not perbaps be castly estumated, which will inure the Pactfic from the pouring of business of the Rock il ad St. Paul roads over its tracks rather than over an indopondent and separato live But 1 place more r ther mutter. As he fanca upon this fu toforo atated, the con tract was sought by the Pacific. The tho executive oficers of thav company, i tinguished and competent railvoad gentiomen, of long experience i conuection with tie property, in their consultations s to the prico to bo demanded, and beforo any conference with tho ofticers of the Rock Island and the St. Paul, fixed $0,00) as the sum to bo de- mandod and $15,000 as that to be accoptea. Now, when gentlomen so competent to dotor- wmine such a matter, so inte in secarin the best possible terms for tho Pacific, with tho T LOANTR b 4 out suggestion from the other side name £, BEORFOAR (. l‘ ,l aud airafly, by ne 'Y wmeth- 000 as the rental to bo aske I think it would odulof Intopyourss pc nsporiation bo strange fora court to hold thit a rental of Power of an Bguity Court. 15,000 was grossly inadequate, This is not | S know, to oue whi ‘fs only familiar with | 8 case inwhica the defonduur has beon led the navrow limits and'tho steict lines within [ 1080 . ";“"v‘:’;"m "_,":;““"\““T “u\n“l' W“‘l\;””"“ Aml‘x }m: IS \\l.lh lI1 p)’.!“v(uY‘]x\\‘ procoed, the | oBued or indo \I-” kimen bt Ego: gl ¢ act of a court of equity’in taking possession | contract, named its price cuel hinc of & contract runniog.: for 9% years, and de- | enths of the consideration which it pro- croeing its specitic porformance th h all | Posed to tal thoso years, seems o strango excrcise of Pacatlaos i I npetition, powers but T believe most thoroughly that e : ’l MRl the powers of d., court of “Itis further obje it 16 ific are as vast and its processes and does & lurgo local business between as olastic as ull the changing o Council . Bluffs and South Omaha, - from | inereasingly complex ‘Dmsiness relations, ana | Which it makes much profit, and that | tho protection of righta-van demand. Ahd (n | Undor tais contract - the Rock Isiand passing [ may be permidled to obseryve thit v itself puton loc vains, and by reduc; | 1 Uhis respoct the distinguished juvist who | i tho faves practically ot off this sourco of | appears for tho defgndants in this caso | revenue from the Pacitic; whereas, it it built | taught me wy first. lesson: who, on the | & separate bridge and o 'sepavate’ liue, the | benoh of the elrulyToourt of this clr- | Bmount of tho cast would ba s groat that It cuit not only 100k possession of and | would be compelied to keep up rates. managed grear raroad | companies by re. | Observation has tuught me that the cutting | ceivers; built hundrods of miles of railvoad | Of rates generally spvings from quarrels be- and create) millions of dollars of obligations | tween competing voads, and is little if at all against those roads. I then watchea those | affected by the cost of the property; and if proceedings with something of amazement, | the Ko Island — and St but the move [ studied tha' more I admived, | ere now forced to build a new bridge and till having thas studied at the feet of Gam, | @stablish en wdependent line, thoro would be alicl, I learaed to believe that the powers .»;' as \””i“ ’hn linood of the ¢ mv’x nd processes of a court of equity are equal | Fates. Aside from the existence of uny 10 41y and overy omorgencr. ey avo po- | QUarrel, self-itorest will prompi-tho Itock tent to protect the humblest individunl from | Island il t muutain, a o the oppres i mightiest corporation, | Which is ) and reasonabie. Mor 10 Drotoot every corporation from tho dostro that the Union Pacific has no rig ng greed of the public: to stop stato or na- | But another safeguard 1s thi tioh from spoliating or destroyiug tract implies & faith fn the eonty rights: to grasp with stroug ‘ parti ) 1 hat 1 poration and compel it to perform Tanguaze of the lusteim individual, hould 1o a w Abus I May 1 bo permitted to anothor s: 2 | by this lea t cou The vailroad w 1 is I unres 1 us | fure * scokeng profit ofrom. Logislutors vi nsiderat | new bri sido which are worthy of mention, and which mako spocitie porformance right. While no ol rans weainst an ultea vires contract, YeU It 1 fait always to consider the situation of the platntiff if specific porformance be do sived. Tho Rock Isiand has constructod a timo from Lincoln to Omana, and has exponded a milifon and a half of money in reliwuco upon this contract. It and the St. Paul abandonod hiomo of building & new bridge, and creating & new and indepondent (ino into and hrough Omana. If now specitic p for: is rofusod, what smes of the jovestment! Must it lio idlo until a year or so have passed, in which a o und a new line into and thre Omaha can e comploted—and who can whether fn the changed financial condition, these companies could seeure the money with which to build the bridge and constract linot Supposo the Rock Island was refused specific o8t porformance and relogated to an action for damages— of what avail would such ac | tion bo! Long would be the delay in prose- cuting it to judgment, What would bo tho | measure of damages! And if a largo sum | wore recovered, is there any certainty, i | view of the heavily mortzag condition of | the Pacific, that the judgment could bo col- | lectod ! | Valid and Binding. | “1 think I need continuo this discussion no further, I have given this caso long and careful consideration immiag the wholo | matter up: The defendant sought the con- | tract, Its executive officors were gentlemen | of long experience with the proporty and dis- | tingeaished ability as railroad ofieials, Thero was no concealment or deception, no fraud or unfairness on tho part of the officers of tho plaiutiff. There was no opportunity for any, the officors of the defendant com- | pany fully understood the situation. To this | contract not only t xecutive officers, but 150 the ereat body of the stockholders of tho Pacitic gave their approval bie rental flually agroed upon, was within a small | fraction of that which tho defendant had determined to ask. Relying on this con tract, the plaintif abandoned plans and negotiations for an indepeudent line, and has oxpended over $1L300.000 in building from Omana to Lincoln. 1t will be griovously | hurt if porformance is not decreod. Per- formance will not disable the Pacitic from dischargiog all its duties, and por forming all_its functions. If the timo shall ever como i which performance shall tond to have that offect, the government at least, tho party havinge the right to_complain, ean interfero and put an end to tne plaintif possession and use. The contract is for the interest of tho government as second mort- cagees, coining surplus of tracks into money. It is for the interest of the public in proventing the distribution of aluablo property, and the cutting up of o rge city by new tracks and right-of-way; unnccessary investment of inrge sums of money in railroad building, and thus increase the railroad burden. It i3 to the higher interest of all, corporations and public alike, that it bo understood that thore a binding force i all contract obligations; that ro chango of interest or change of management can disturb their sanctity or break their forco: but that the law which gives to corporations their rights, their capacitics for larzo accumulations and all their faculties, is potent to hold them to all their obligations, and so make right and justice the measure of all corporate as well as individual action. “The decree will go for the plaintiff as as uso 1 and in avoiding an prayed for. Te same considerations require that a like decree be entered in_the case of the Chicago, Milwaukoo & St. Paul railway company.” Judge Dundy Dissents. At tho conclusion of tho reading by the court thero was a lively bustle in tho court room and Judge Thurston arose to address tho court. At u sigu from Justice Brewer, however, ho resumed his seat and Jud Dundy proceeded to render o dissenting opinion in the case, as follows : “When theso cases were first brought into this court I listeneu for three days to the ex- tonded argument on the motion to_dissolv. tho continuo the injunction in force. For a time, I requested tho parties to forczo the hearing until Judgo Caldwell could be prosent. At that time it was under: stood he was to bo here. | recognized tho extent of the obligations involved and I did not caro to grapple with the serious and com- plicatedquestions there presented without the assistance of the cireuit judge, but the partios wsisted on having the hearing, and they had it. The merits of the case, as' thoy are now presented, were presented at that time, and | was asked to render a decision to the injunction that had been allowed in state “court, and thercon, and that, too, in the abscnce of a word of testimony to settlo the question of tho validity of tho contract as made between tho partios. I disposed of tho matter then. I wrotc an opiniou, which expressed my views on the necessary questions, as I thought, were in- volved, aud which it was right'and proper for me'to consider. 1 had hoped that my with ‘the matter would at that time end. 1 had no sort of an® iden of list ing to the argument when it was heard on its merits. The circuit justice reached here for the purpose of hearing the case. 1 stated to him the position I was in, my feelings in the premises, but ha roquésted mo to sit with lim when the matter was heard on_its mer- its, and 1 regarded the same, coming from such a source, s equivalent to a command and felt bound to perform the request he had made. I have heard the argument for six days-—nearly that. L have not been con- vinced that o speeific performance of theso nnection agreements ought to be decreed by the court; but I have mno timo or op- portunity to reduco my views to writing, sinco I have known whut views the the justice entertained. 1 may possibly do so in the future, but as it can make no sort of difference to the general vgsult, [ supposo it is nou necessary to do s0. But it occurs to me that if that contract is to be specifically porformed, and the court is to_decree it, it will put soinebody in an attitude exceedingly unpleasaut, Contract Lacks Mutuality It is stated in the bill, and the contract so Union provides, that the Pacific compat guarantees to these two plaintiffs, in two different suits, the rizht to uso the dép same as it has the right to use it What depot! Have you recoznized the ex isting condition of things here to some ox tent! There is a place for a depot— whero the depot ought to be. The railroad company does not own it—confessedly it docs not. 1t Owns un interest in ity 1L i3 true; but it bas guuranteed to the plaintiffs in theso Lwo suits the use of that depot, as it shatl be cutitled to it itsell. Has the depot been erected! Now, suppose the dopot is not erected, or Suppose it s crected, supposo it is completed 1i belougs to s different corvoration. It is the property of other parties. It does not velong to the Union I’acific, tho defendant in this suit. It seems to me that we might just as woll say the Union Pacifie has the rignt to | torms, them to invest their own monay in tho state, and it oceurs to mo thero is the best reason in the world for it May Not Live to See 1t With reforence to the contract as mado be- on the Itopublican Valley and tho Rock nd compnies, it seems o me thore are two reasons why this contract ought not to be specifically verformed. In my view, be foro they will bo entitled 1o & decrea requir ing this contract to b spectlieally performed 1t Wil bo necossary to show that tho plaintift was in condition to do the things they con- tracted for. I8 there anything here to show that the Rock Island road is to exist for 1,000 years! s there anything to show that the Republican Valley road is to exist for 1,000 yeu ! Of course this contract, if it is to be oxeente must bo for a thousand vears- 000 years. T'hore is nothing that shows that the Rock Island rond is older than G ton's body servant is supposed there anyh o Washing. to bo, nor is 0z to show the time that the Re- vublican Valloy road is to endure -not a word, so far as I am ablo to s00. 'Suppose ono should cense to oxist in a hundred years! That ends it 1t seems to mo thoy onght to show that they ar position to o what they contract for, that the other party is in condition to con- tract for what they got Then again, if the Rock Istand road is to start at this place, or South Omala, where its road seems 1o terminate, and run from thoro to | atrice,tho Union Pacitie has w line, tho Republican Valley, starting somewhe in this neighbortiovd, and it runs to Boatrice, and thero are two parallel and compoting toailintonts and A0, O BgTeOIment, oF whatever you wmay call it. That, ‘the supromo court of the stato says in express eannot bo pormitted under tho laws of the state. [f that is to be 8o we are required to do what tho law prohibits. [ do not know what the decree may provide for, but if these lines that have consolidated, purposes, under this 1 contrncts are to bo specifically performed it will go much furthor, because all they ask nero is_that thoy be let alone and that the Union Pacific shall be rostrained from int foring with the operation of these proposed roads. OF course, after the de 13 pro- pared, if T sco anything open to criticism, [ shall possibly, to say the least, put my views i writing, as 1 think that much, being ro- quired to sit and liston to the urgument, 18 duo to me.” Will Be Appealed Aftor Judgo Dundy had finished Geueral Counsel Withrow asked when a decree would bo entered. After a brief colloquy it was do- cided that counsel for both sules should hold a uitat nd agree upon a deereo or, in case of disagreement, submit their difforences to the court Wednesday morning. Judge Thurston said” o should give notico of appeal within the specified time whon the doo as entered Hourned counsel for both tered at onee into a conferenco on the roe, Presidert Cable doclhined to state anything about tho intentions of his company furthe than to say that they should commenco run- ning teams as soon as tho decree had been ontered and the necessary arrangements made. e IRELAND AT The Emerald Isle Will be vesented in Chicag Loxnox, July 27.- While we hear o groat deal about what all foreign countries are going to do at the Columbian fair at Chicago in 1803, little or no at tion has been pmd to what Ireland is going to do there. It will therefore please Irishmon and Irish-Ameri- cans in the United States to kuow that it bas been agreed among Irishmen of ail grades ot vpolitical opiion that Ireland is to be fully vepresonted at tho fair, and that her exhibits are not, by any means, to take a back seat. Among these exhibits, it 15 already decided that an ‘mmense relief map, now in posse sion of the commissioners of national edu tion, will form ono of the features. It is un- derstood that it will please many veople of Irish descent, who have never hai a glimpso “of the Yold country,” to sec this “difelike" reprosentation of the Emerald isle, with its vivers and mountains, hills and dales, towns and cities, villawes and hamlets, cl fined. But. in addition to this, Treland will send an exhibit which will be worthy of uny country. T FALR. ully Rep- New York Arrested for Prints ing Flec ation Details. New Youk, July 27.—Charles O'Connor Hennessey this morning pleaded to an indict- ment charging him with misdemeanor by the publication in the Evening News of the de- tails of the execution of Stocum and Smiler and the othors recently put to death tricity at Sing Sing, His counsel handed up a domurrer claiming that the statute under which the indictment was found wus uncon- stitutional inasmuch as it resteains the lib- orty of the press, guaranteed to it by the constitution. by elec- e Suit for Over a Million, Owasso, Mich., July 27.— Depositions in a case involving over $1,000,000 have been ta- ken at the national hotol hero during tho past four days. Over forty witnessos have boen examined, but as no reportor was al- lowed to enter the room no inkling of tho na- ture of the case conld be received. A sto ted in the room ubovo cre ascertained last pipe becoming discound the following details night idney Smith died sane in Now ylum for tho in- York city in 1556, He never in timated that ho was worth a cent, but at his doath he left his heirs over $1,000,000 in roal and personal property. Adon Smith was ap- pointed adminisirator, and as the compiain ants allege, formed w co-partnership with his brothers and co-heirs, J. 1. DL, and Ha Smith, and bought up all the other il that they were notheirs and 1 personul property ouly amounted to &2 Bolioving this, the others sottled for £50,000 per family. ‘The defondants claim that they bought on speculation. They all live in New York city, and arc represented horo by \WVill- m Manua of that city. The westorn heirs srosentod by S, D. White of Hamilton, and Judge Dabotl of St. Johns, Mich, i L - SLOlave's Loxnoy, July 27 § taken to sweep away another of the old lang ks of London. A placard on the doors of the ancient church of St Olave, gives notice that the site and building aro to be sold at auction, the living baving been lutely united with another city vis, This old church is not a very handsome one, but it is > my flouse and my Property 1o cither of | e of the. edifices ' by Christophor o plaintiffs, as it ias to leaso that depot, | Wren afte by Snnsieniol and so far as that 1s concerned, it occurs t0 | Provious wo the to0d on that suino me it is going to far 1o decreo specific per- | ypoy the oviginal chureh of St. Olave, which formance of this contract. 1f this form of | Was known as St. Olwe Upwell, the' records goverumont [s to oxiat 1,0 yours the saino | of whick go us far buck as_A.'D. 13 \ as iLis today, and our Judiciil systom is 10 | thoolg church was buried Kobert. Largen remain the same, there is 10 way to get rid | Glareer of the city of London, and tho of this ducree. utiless it is reversed by tho | pavaing of Willian Caxton, who' introduced supremo court of the United States ov tho | prinvine into England appetlate court. Suppose the plaintifs B 3 5 monid fall to perform theiv part of T TR TR R At TRy e e Eaton aclite for 090 yeheund | New Yonk, duly 27.—Central Labor fod- compel it 1o do precisely what 1t has agreed | erations of Now York, Brooklyn and Hudson to do here, whilo the other parties to the | county, New Jer meting, in contract can ve released in two years from ructed the deleg: Brusacls con tho obligations under it. Phor fs no mutu- | Vention 10 say to the convention that th ality in the contract to tieup one a thousand | principles of the unitoa federation of linb yours, and the other for two years only. At | and the socialist labor purty wero identical tho expiration of two yours, one can oscipe | all Habilities under tho contract if it sees it to | == do 8¢ T'hs again, so far as one railroad is er this contract it would have ate its line from the other to South Omata withaut of a dol It uses the concerned, un the right to ope side of the rivel the expenditure Union Puacific branches for the purpose of transacting all its business. It runs its vars over the road from Councll Bluffs to Omaha, It is undor o obligation to the stute. 1t has | no vignt from the congross of the United States to do that, nor has it from the stato, so far as | know. It is conceded | to bo a corporation; it starts some whore, but - whers, 1 don't kuow. There s novhing in the record that discloses when, Whe how it is to operate that road, unless it recoives tho exclusive right to 16 50. [t is under no ouligation to the state and it can derive the right to do so from two vees only —fom t A srament | f the Unitod Sta W, from the tate. Ifit his no right from tho i States, t as ot derived uny fr o state. Mauil is not from It seoms t o the policy of in all its ation, 10 roqi purtios to build theie own roads. They are whero their lines are parallel and They cannot do it. There is | Rood reason for it lulv““;ul The Turning Point A trentise on Wood and Skin Diseases malled PRk O uppll Druggists Sell Tt SWIFT SPECIFIC CO, Frower 3 Stiantas Ga,