Page:Federal Reporter, 1st Series, Volume 1.djvu/756

 748 FEDERAL REPORTER. �confer. "Conceding the rule applicable to ail statutea, that what is fairly implied is as much granted as what is expressed, it remains that the charter of a corporation is the measure of its powers, and that the enumeration of those powers implies the exclusion of ail others. �#*♦**»» �"There is another principle of equal importance, and equally conclusive against the validity of this contract, which, if not coming exactly within the doctrine of vitra vires, as we have just discussed it, shows very clearly that the railroad Com- pany was •without the power to make such a contract. �"That principle is that where a corporation, like a railroad Company, has granted to it by charter a franchise intended in a large measure to be exercised for the public good, the due performance of those functions being the consideration of the public grant, any contract which disables the corporation from performing those functions — which undertakes, without the consent of the state, to transfer to others the rights and powers conferred by the charter, and to relieve the grantees of the burden which it imposes — is a violation of the contract with the state, and is void as against public policy. This doctrine is asserted with remarkable clearness in the opinion of this court, delivered by Mr. Justice Campbell, in the case of The York <e Maryland Line Bailroad Co. v. Winans, 17 Howard, 30. The corporation in that case was chartered to build and maintain a railroad in Pennsylvania by the legis- lature of that state. The stock in it was taken by a Maryland corporation, called the Baltimore & Susquehanna Eailroad Company, and the entire management of the road was com- mitted to the Maryland company, which appointed ail the officers and agents upon it, and furnished the rolling-stock. �"In reference to this state of things, and its efïect upon the liability of the Pennsylvania corporation for infringing a patent of the defendant in error Winans, this court said : 'This con- clusion [argument] implies that the duties imposed upon the plaintif [in error] by the charter are fulfilled by the construc- tion of the road, and that, by alienating its right to use and its powers of control and supervision, it may avoid furthei ��� �