Page:Federal Reporter, 1st Series, Volume 1.djvu/757

 A. A; P. TEL. CO. ». tJ. P. BT. CO. 749 �responsibility. But these acts in volve an overturn of the relations -which the charter has arranged between the legisla- ture and the community. Important franchises were con- ferred upon the corporation to enable it to provide facilities for communication and intercourse required for public con- venience. Corporate management and control over these 'were prescribed, and corporate responsibility for their insufficiency provided as a remuneration for their grant. The corporation cannot absolve itself from the performance of its obligations without the consent of the legislature. Beman v. Rufford, 1 Simon N. S. &oO ; Winch v. B. e L. R. Co. 13 Law and Equity, 606.' �"And in the case of Black v. Delaware A Raritan Canal Co. 7 C. E. Green, N. J. Eq. 399, Chancellor Zabriskie says: ' It may be considered as settled that a corporation cannot lease or alienate any franchise, or any property necessary to perform its obligations and duties to the state, -without legis- lative authority.' For this he cites some 10 or 12 decided cases in England and this country," �The case in which these propositions of law was announced •was this : A New Jersey railroad corporation, without express authority, undertook to lease to another company for 20 years its railroad, with ail its appurtenances and franchises, indud- ing the right to dp the business of a railroad and collect the proper tolls. The contract or lease was confirmed by a vote of the stockholders. The lessor was authorized to cancel the lease upon giving three months' notice, but in that event was to be liable to pay the damages incurred by the other party by reason of such action. Under this provision the railroad company ended the contract, and resumed possession of tho leased road. The suit was by the lessee for the damages provided for, and it was held that no recovery could be had because the contract was ultra vires. It remaina to apply these principles to the case in hand. �2. It is certain that the contracts in question amounted to a lease, or alienation, by the Union Pacific Eailroad Com- pany, of property which was necessary to the performance ��� �