Page:Henry Osborn Taylor, A Treatise on the Law of Private Corporations (5th ed, 1905).djvu/113

 PART I.] CONSTRUCTION OF CORPORATE POWERS. [§ 121. § 121. It is also pretty well established that charters and enabling statutes (except in so far as they purport to confer extraordinary franchises or exclusive privi- powers to leges) should be construed fairly and not strictly ; struedrea- as Chief Justice Bigelow of Massachusetts said in sonabl y- Brown v. "Winnisimmet Co. : 1 " We know of no rule or princi- ple by which an act creating a corporation for certain specific objects, or to carry on a trade or business, is to be strictly con- strued as prohibitory of all other dealings or transactions not coming within the exact scope of those designated. Undoubt- edly the main business of a corporation is to be confined to that class of operations which properly appertain to the general purposes for which its charter was granted. But it may also enter into contracts and engage in transactions which are inci- dental or auxiliary to its main business, or which may become necessary, expedient, or profitable in the care and management of the property which it is authorized to hold under the act by which it was created." 2 sustain an action against the corpo- ration. But whatever under the charter and general laws, reasonably construed, may fairly be regarded as incidental to the objects for which the corporation is created, is not to be taken as prohibited. 1 ' Justice Gray giving the opinion of the Uni- ted States Supreme Court in Green Bay and Minn. R. Co. v. Union S. B. Co., 107 U. S. 98. See also, Fort Worth C. Co. v. Bridge Co., 151 U. S. 294; People v. Utica Ins. Co., 15 Johns. 358; New York F. Ins. Co. v. Sturgess, 2 Cow. 164 ; Same v. Ely, 2 Cow. 678 ; Commonwealth v. Erie, etc., R. R. Co., 27 Pa. St. 339 ; Dili- gent Fire Co. v. Commonwealth, 75 Pa. St. 291; Ely o. Water Co., 197 Pa. St. 81; Steiner v. Steiner Land & Lumber Co., 120 Ala. 128. A railroad company may contract with a city regarding a permission to use the latter's streets. Indian- ola o. Gulf, W. T., and P. R'y, 56 Tex. 554. A corporation may have a trademark and may sue for its in- fringement. Insurance Oil Tank Co. v. Scott, 33 La. Ann. 946. When a bank takes property for a debt, it can make the expenditure necessary to put it into a productive condition. Reynolds v. Simpson, 74 Ga. 454. A corporation created under the laws of a state of the Union, whose mem- bers are citizens of the United States, may locate a mining claim upon public lands of the United States. McKinley v. Wheeler, 130 U. S. 630; compare United States v. Trinidad Coal Co., 137 U. S. 160. But a power expressly excepted from a grant cannot be claimed as incidental to a power expressly granted. Plummer v. Penobscot Lumbering Ass'n, 67 Me. 363. And general words in a charter are not to be construed to authorize a corpora- tion to do what is indictable. State v. Krebs, 64 N. C. 604. 1 11 Allen, 326, 336. 2 See, also, Railway c. Hooper, 160 93