Page:Henry Osborn Taylor, A Treatise on the Law of Private Corporations (5th ed, 1905).djvu/265

 PART III.] ACTS BEYOND THE CORPORATE POWERS. [§ 283. to perforin, as in the leading case of Central Transportation Co. v. Pullman's Palace Car Co. 1 and other cases preceding it. 2 It has since been extended to national banks, and the language of the court warrants the assumption, that this doctrine applies to all private corporations. Nevertheless at least a portion of the reasons on which the court has based its doctrine apply with lessened force to manufacturing or trading corporations which owe no definite duties to the public. The language of the fol- lowing citations from the opinion of the court through Justice Gray in Central Transportation Co. v. Pullman's Palace Car Co., has frequently been repeated and affirmed by the Supreme Court. It is authoritative, and will also show how this rule was formulated with a view to corporations affected with public duties. " The clear result of these decisions may be summed up thus : The charter of a corporation, read in the light of any general laws which are applicable, is the measure of its powers, and the enumeration of those powers implies the exclusion of all others not fairly incidental. All contracts made by a corporation beyond the scope of those powers are unlawful and void, and no action can be maintained upon them in the courts, and this upon three distinct grounds : the obligation of every one con- tracting with a corporation to take notice of the legal limits of its powers; the interest of the stockholders not to be subjected to risks which they had never undertaken ; and, above all, the interest of the public that the corporation shall not transcend the powers conferred upon it by law. A corporation cannot, without the assent of the legislature, transfer its franchise to another corporation, and abnegate the performance of the duties to the public imposed upon it by its charter as the consideration for the grant of the franchise. Neither the grant of a franchise to transport passengers, nor a general authority to sell and dis- pose of property, empowers the grantee, while it continues to exist as a corporation, to sell or to lease its entire property and franchise to another corporation. These principles apply equally to companies incorporated by special charter from the 1 139 U. S. 24. I v. St. Louis, etc., R. R. Co., 118 U. S. 2 E. g., Oregon Ry. Co. i Oregonian 290 ; Thomas v. R. R. Co., 101 U. S. Ry. Co., 130 U. S. 1 ; Pa. R. R. Co. I 71. 245