Page:Federal Reporter, 1st Series, Volume 9.djvu/656

 CASS V. MANCHESTEB lEON & STEEL CO. 641 �in his own right, a majority of the stock issaed by the corporation. In that charaeter he files his bill, alleging that the annual election of directors by the stockholders is to occur on the nineteenth of Jan- uary, 1882, and that a majority of the board of directors have detor- mined and propose, against his protest, before the annual election, to lease the whole plant of the corporation for a term of not less than five years, with an option in the lessee to purchase the premises at a price to be fixed in the contract. He therefore asks the intervention of this court to restrain the proposed action of the directors. �The respondents admit that they propose to lease the property of the corporation to a responsible tenant for a term of not less than five years and not exceeding ten, at an annual rental of not less than $20,000, with additional incidental payments to be made by the lessee, and they allege that the completion of this arrangement requires prompt action on their part, and that it was, in the highest degree, conducive to the interests of the stockholders. �In the view we take of the case, it is unnecessary to consider whether the contemplated lease is expedient or not. Under ordi- nary circumstances that consideration is addressed solely to the dis- cretion and judgment of the governing power of the corporation, and a court of equity would not, therefore, assume to control it. �The primary question is, has the corporation the power, under its charter, to make the proposed lease, and if so, ought it to be exer- cised by the. directors without reference to or against the judgment of the stockholders ? A charter ought to be liberally construed to effectuate the object of the creation of the body corporate, butit can- not be regarded as possessing any power which is not conferred upon it by express grant or clear implication. The rule as stated by Mr. Justice Miller in Thomas v. R&ilroad Co. 101 U. B. 82, is — �"That the powers of corporations organized under legislative statutes are such and such only as those statutes confer. Conceding the rule applicable to all statutes, 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 these powers implies the exclusion of all othera." �The corporation in this case is a manufacturing association, re- sulting from its statutory classification and its description in letters patent. The fundamental object of the association, as declared by law, is the manufacturing of iron and steel, or other metals, either separately, or in combination with each other, or with wood, and it v.9,no.ll— 41 ��� �