Page:Memphis & Little Rock Railway Co. v. Berry.pdf/4

 conveyed the privileges and immunities of the old company, the appellant obtained the exemption by force of those terms. Humphrey v. Pegues, 16 Wall., 244; Trask v. Maguire, 18 Wall, 391.

The case of Morgan v. Louisiana, 93 U.S. Rep., does not apply, for there the mortgage only purported to convey the property and franchises. There was no power to mortgage the charter, and no attempt to do so.

C. B. Moore, attorney-general, and U. M. & G. B. Rose, for Appellees.

If any doubt should arise as to the existence of the exemption, it should be resolved in favor of the State. Exemption laws are to be strictly construed, and most strongly against the corporation. Every reasonable doubt is to be resolved adversely. Nothing is to be taken as conceded but what is given in unmistakable terms. 97 U.S., 659, 666.

The question as to the power to mortgage the charter is quite subordinate to the main consideration of the present company to receive it. A power to sell a thing, though given by statute, will not give power necessarily to buy it. Could a private person or an infant or a married woman buy in and operate this great highway of commerce? The charter did not purport to create any ability in the purchaser to exercise corporate functions. It might have done so, and provided that the purchaser might organize a new company, and enjoy all the immunities of its predecessor; but it was not done, and courts cannot supply the missing link. No corporation has arisen or been called into being by mere implication. 92 U.S., 670.

At the time of the organization of the present company there were two acts in force, under which the legality of the proceedings was undoubted—the act of April 29, 1873, and the general railroad law of 1868. Both of these statutes were enacted while the constitution of 1868 was in