Page:Harvard Law Review Volume 8.djvu/417

401 LEASE OF RAILROAD. 4OI tract that is not essential or fundamental, is explained by the context. As explained, it means not that the majority can thus make a change in the contract that would be a violation of it, but that when the company need the State's assent to corporate action that is within the express or implied power of doing what is necessary to carry into effect the specified purpose of the contract, the majority may apply for and accept an amendment giving such assent, — in other words, the majority may accept a legislative increase of the legislative grant of corporate power that will enable the company to perform the stockholders' contract.^ Under this exposition of amendments that are not essential or fundamental, their legal effect and practi- cal utility need not now be considered. Whatever explanations the statement concerning them may require in the various forms in which it occurs in the books, it cannot divert attention from the central point of inquiry. Under all versions of sound doctrine, the question in this State is whether the change which the majority propose to make in the corporate business against the objection of the minority, is a performance of their contract, or a violation of it, and not Yhether, in fact, the violation will probably be beneficial, nor whether, in fact or in law, it is so small or so enormous as to be approved or condemned by an arbitrary and boundless discre- tion. On the facts of this case, a leasing violation of the minority's legal right, however beneficial to them, is a legal cause of action on which they are entitled to judgment in some form of action.^ " A corporation like a partnership is an association of natural persons who contribute a joint capital for a common purpose, . . . Changes in the purpose and object of an association . . . are neces- sarily fundamental in their character, and cannot, on general princi- ples, be made without the express or implied consent of the members. The reason is obvious. . . . The purpose and object . . . may be said to be the final cause of the association, for the sake of which it was brought into existence. To change this without the consent of the associates, would be to commit them to an enterprise which they never embraced, and would be manifestly unjust."^ The retire- 1 Hanna v. C. & F. R. Co, 20 Ind. 30. ' Railroad Co. v. Allerton, 18 Wall. 233, 235. Compare Laumanz/. Lebanon Valley R R. Co., 30 Pa. St. 42 ; Clearwater v. Meredith, i Wall. 25, 39, 40, 41 ; Nugent v. Supervisors, 19 Wall. 241, 248, 249; Railroad Co. v. Georgia, 98 U. S. 359, 364 ; Sargent V. Webster, 13 Met. 497, 503, 504 ; Treadwell v. Salisbury Mfg. Co., 7 Gray, 393, 394, 397. 398. 404. 405-
 * Johnson v. Conant, 64 N. H. 109, 136.