Northern, and shall enter into a traffic contractant as to prohibit the performance of this con with it, whereby in substance the two companies shall thereafter exchange traffic at all intersecting and connecting points, and divide the common earnings from such exchanged traffic on the basis of miles hauled on the systems respectively. This arrangement is fully set forth in the answer, a copy of which in that particular is printed in the margin.f 652] *Plaintiff claims that this agreement is unlawful and in violation of Minn. Laws 1874, chap. 29, which provides that "no railroad corporation or the lessees, purchasers, or managers of any railroad corporation, shall consolidate the stock, property, or franchises of such corporation with, or lease or purchase the works or franchises of, or in any way control any other railroad corporations owning or having under its control a parallel or competing line; nor shall any officer of such railroad corporation act as the officer of any other railroad coгpогаtion owning or having the control of a parallel or competing line; and the question whether railroads are parallel or competing lines shall, when demanded by the party complainant, be decided by a jury as in other civil issues;" and 653] also because it is a violation of the act of March 3, 1881 (Minn. Laws 1881, chap. 94, § 3), which enacts that "no railroad corporation shall consolidate with, lease, or purchase, or in any way become owner of, or control, any other railroad corporation or any stock, franchise, rights, or property thereof, which owns or controls a parallel or competing line." Defendant answered that it had ample power to make and perform its agreement under its charter; that the true construction of the provisions of the acts of 1874 and 1881, just cited, is that they do not amend or affect its charter, and that if the opposite construction be adopted, they are void in so far as they prohibit or affect its rights to make and perform this agreement, because they are in violation of the contract clause of the Constitution. Upon the other hand, plaintiff insisted that the right to so amend the charter of the defend tract was reserved to the state by § 17 of the act of 1856, providing that the act might be amended by any subsequent legislation in any manner not destroying or impairing the vested rights of said corporation. The case was first submitted to the court upon motion for injunction, which was denied, and again upon a final hearing upon bill and answer; and the court, for the reasons stated in the opinion upon the motion for injunction, entered a decree dismissing the bill. Where upon the plaintiff appealed to this court. Mr. Henry J. Horn, for appellant: The plaintiff as a stockholder was entitled to bring such a suit to enjoin an act of the corporation which was ultra vires, or illegal. Cook, Stock & Stockholders, § 666, and authorities therein cited. The proposed arrangement in question is within the prohibition of the general laws of Minnesota (Gen. Laws 1874, chap. 29; Gen. Laws 1881, chap. 94), aside from the claim of the defendants of exemption therefrom. The said statutes (of 1874 and 1881) control the charter of the defendant, or act of 1856, and amendments thereto, and the reservation in § 17 in said act of 1856 removes any impediment to such legislative control. Dartmouth College v. Woodward, 17 U. S. 4 Wheat. 519 (4: 629); Tomlinson v. Jessup, 82 U. S. 15 Wall. 454 (21: 204); Hamilton Gaslight & C. Co. v. Hamilton, 146 U. S. 258 (36: 963); Greenwood v. Union Freight R. Co. 105 U. S. 13 (26: 961): Spring Valley Waterworks v. Schottler, 110 U. S. 347 (28:173); Maine C. R. Co. v. Maine, 96 U. S. 499 (24: 836); Newport & C. Bridge Co. v. United States, 105 U. S. 470 (26: 1143); Bangor, O. & M. R. Co. v. Smith, 47 Me. 35; Roxbury v. Boston & P. R. Corp. 6 Cush. 431; Prince v. St. Paul, 19 Minn. 267; State v. Klein, 22 Minn. 329; Worcester v. Norwich & W. R. Co. 109 Mass. 103; Greenwood v. Union Freight Co. 105 U. S. 13 (26: 961); Gardner v. Hope Ins. Co. 9 R. I. 104, 11 Am. Rep. 238; Endlich, Interpretation of Statutes, § 231; 2 Morawetz, Priv. Corp. 2d ed. § 1110. (1) The holders of the said several classes of bonds shall obtain a decree of foreclosure in said actions and for the sale of the railroad properties and franchises of the Northern Pacific Railroad Company, including its franchise to be a corporation, subject to the said divisional and general first mortgages mentioned in paragraph 10 of the bill, and shall cause the same to bid in and be purchased by a committee of bondholders or their agents for the benefit of all the holders of said outstanding bonds secured by the mortgages so foreclosed, and shall cause a reorganization of the said railway franchises and property as a new corporation, either under the said acts and joint resolutions of Congress relating to the Northern Pacific Railroad Company or under some other proper and sufficient legislation of the United States, or of some one or more states. (2) Upon such foreclosure sale and reorganization the reorganized company may issue its bonds to an amount in the aggregate of $100,000,000 or over, and its full-paid capital stock of $100,000,000, this defendant to guarantee, for the benefit of the holders of such bonds, the payment of the principal thereof, together with interest thereon to an anty in the way of a possible diversion of a portion of the earnings of the defendant to make good its guaranty, the said reorganized company shall transfer, or cause or procure to be transferred by its stockholders, to the shareholders of the defendant company, or to some person or corporation as trustee for their use, one-half part of the capital stock of said reorganized company. (4) The Northern Pacific Company shall join with the defendant in providing reasonable and adequate facilities for an interchange of cars and traffic between their respective lines, and shall interchange traffic with defendant and operate its trains to that end upon reasonable, fair, and lawful terins under joint tariffs or otherwise. (5) The defendant shall have the right to bill and route its traffic, passengers, and freight from points on its line by way of such connections as now exist or may hereafter be constructed between said line and the Northern Pacific Company to Winmpeg. Tacoma, Portland, and all points in the different states through which the line of the Northern Pacific Railroad extends, and not reached by the line of this defendant. (6) The defendant shall have the right to make amount in the aggregate of such interest, guaran-use of the depot and terminal facilities of the tee not to exceed $6,200,000 per year, which guaranty shall, if required by said reorganization company, be written and executed upon the back of each of said bonds. Northern Pacific Company at Spokane Falls and (3) Among other good and valuable considera- The settled canons of construction of such statutes are clearly against the defendant. Whitney v. Whitney, 14 Mass. 92; Gibbons ▼. Ogden, 22 U. S. 9 Wheat. 189 (6: 68). A saving clause in a statute is to be rejected when it is directly repugnant to the purview or body of the act and could not stand without rendering the act inconsistent and destructive of itself. 1 Bl. Com. 89; 1 Kent, Com. 462, 463; Sutherland, Statutory Construction, §§ 221, 228; Walsingham's Case, 2 Plowd. 575; Alton Wood's Case, 1 Coke, 40a, 47a; Mitford v. El liott, 8 Taunt. 13, 18. A grant by the legislature is to be construed in favor of the government upon the ground of public policy. Atty. Gen. v. Chicago & N. W. R. Co. 35 Wis. 559; Milis v. St. Clair County, 49 U. S. 8 How. 581 (12: 1206); Northwestern Fertilizing Co. v. Hyde Park, 97 U. S. 666 (24: 1038); Newton v. Mahoning County Comrs. 100 U. S. 561 (25: 712); Raleigh & G. R. Co. v. Reid, 64 N. C. 163; Holyoke Water Power Co. v. Lyman, 82 U. S. 15 Wall. 512 (21:137); Chesapeake & O. R. Co. v. Philadelphia, 101 U. S. 539 (25: 915); Missionary Soc. of M. E. Church v. Balles, 107 U. S. 342 (27: 547); Slidell v. Grandjean, 111 U. S. 437 (28: 330); Central Transp. Co. v. Pullman Palace Car Co. 139 U. S. 49 (35: 65); State v. Vanderbilt, 37 Ohio St. 641; New York v. Twenty-Third Street R. Co. 113 N. Y. 317. The legislature of Minnesota of 1874 and 1881, before referred to, is applicable to and controls the charter of the defendant without the reservation in § 17. The defendant, as a common carrier and railroad corporation, exercises public functions, and to that extent is a public agent. Long's Appeal, 87 Pa. 114; Tracey v. Elizabethtown, L. & B. S. R. Co. 85 Ky. 270; Olcott v. Fond du Lac County Supers. 83 U. S. 16 Wall. 678 (21:382); Stone v. Yazoo & M. V. R. Co. 62 Miss. 607, 52 Am. Rep. 193. The right of the legislature to reasonably limit the charges of such companies and also to prevent discrimination is now well settled in practice as well as by the highest authority. Southern Minnesota R. Co. v. Coleman, 94 U. S. 181 (24: 102), note; Ruggle v. Illinois, 108 U. S. 526 (27:812). The creation of a corporation is a prerogative of the state or sovereign power; certainly as much as the right of eminent domain. And the power to consolidate is substantially equiv alent to the power to form a new corporation. Atlantic & G. R. Co. v. Georgia, 98 U. S. 359 (25:185); St. Louis I. M. & S. R. Co. v. Berry, 113 U. S. 465 (28: 1055); Munn v. Illinois, 94 U. S. 113 (24: 77); New Jersey Steam Nav. Co. v. Merchants' Bank, 47 U. S. 6 How. 382 (12:482); Lawton v. Steele, 152 U. S. 136 (38: 388). Under our system police power is lodged with the legislative branch of the government. Mugler v. Kansas, 123 U. S. 623 (31: 205); Sandford v. Cattawissa, W & E. R. Co. 24 Pa. 378, 64 Am. Dec. 661; Hooker v. Vandewater, 4 Denio, 353, 47 Am. Dec. 258. The legislation of 1874 and 1881 was in ao cordance with the requirements of the Constitution of the state of Minnesota. Messrs. M. D. Grover, C. K. Davis, F. B. Kellogg, and C. A. Severance, for appellee: Appellee has express and implied authority under the acts of March 1, 1856, and of February 28, to enter into the proposed traffic agreement and pay for the rights and privileges it acquires by a guaranty of the bonds on the new or reorganized company. And the transaction is therefore not forbidden by any law of the state. Chenango Bridge Co. v. Binghamton Bridge Co. ("The Binghamton Bridge") 70 U. S. 3 Wall.51 (18: 137); Boston & L. R. Corp. V. Salem & L. R. Co. 2 Gray, 1. It may consolidate not only its stock, but its road, property, rights, powers, franchises, grants, and effects with the rights, powers, franchises, grants, and effects of any other railroad company within or without the state, and all this may be done upon such terms and conditions as such companies or a majority of the directors thereof may agree upon. The agreement, so far as it relates to an interchange of traffic, to a joint use of tracks and terminals, and to through billing and routing of traffic from points on the line of appellee to points on the line of the Northern Pacific Railroad Company, not reached by its line, is valid. Stewart v. Erie & W. Transp. Co. 17 Minn. 372; Oregon S. L. & U. N. R. Co. v. Northern P. R. Co. 61 Fed. Rep. 158, 4 Inters. Com. Rep. 718; Oregon, S. L. & U. N. R. Co. v. Northern P. R. Co. 51 Fed. Rep. 465, 4 Inters. Com. Rep. 249; Little Rock & M. R. Co. v. St. Louis, I. M. &. S. R. Co. 59 Fed. Rep. 400, 4 Inters. Com. Rep. 537; Atchison, T. & S. F. R. Co. v. Denver & N. O. R. Co. 110 U. S. 668 (28:292); United States v. Trans-Missouri Freight Asso. 58 Fed. Rep. 58, 4 Inters. Com. Rep. 443, 24 L. R. A. 73. The proposed guaranty is not an accommodation, promise, or a loan of credit, but is an agreement to meet a legal obligation upon conditions, or to pay a debt, or satisfy a liability. Zabriskie v. Cleveland, C. & C. R. Co. 64 U. S. 23 How. 390 (16: 494); Green Bay & M. R. Co. v. Union Steamboat Co. 107 U. S. 98 (27: 413); Pittsburg, C. & St. L. R. Co. v. Keokuk & H. Bridge Co. 131 U. S. 371 (33: 157); Fort Worth City Co. v. Smith Bridge Co. 151 U. S. 299 (38: 169); Harrison v. Union P. R. Co. 13 Fed. Rep. 522; Tod v. Kentucky Union Land Co. 57 Fed. Rep. 47; Leavenworth County Comrs. v. Chicago, R. I. & P. R. Co. 134 U. S. 688 (33:1064): Kent v. Quicksilver Min. Co. 78 N. Y. 159; Vandall v. South San Francisco Dock Co. 40 Cal. 83; Smead v. Indianapolis, P. & C. R. Co. 11 Ind. 104; Ellerman v. Chicago Junction R. & U. S. Y. Co. 49 N. J. Eq. 217; Rogers L. & M. Works v. Southern R. Asso. 34 Fed. Rep. 278; Chicago, R. I. & P. R. Co. v. Howard, 74 U. S. 7 Wall. 392 (19: 117); Дого v. Central P. R. Co. 52 Cal. 58. 28 Am. Rep 629. The agreement, so far as it relates to a transfer of one half the full paid stock of the new or reorganized company, by the stockholders of such company to the stockholders of appellee, is not forbidden by any law of the state. Pullman Palace Car Co. v. Missouri P. R. Co. 115 U. S. 587 (29: 499). If the legal effect of the agreement, taken as an entirety, is to give to appellee the control of the new or reorganized company, it is authorized by the acts constituting its charter to execute the agreement and acquire such control. Marbury v. Kentucky Union Land Co. 62 Fed. Rep. 335, 22 U. S. App. 267; Branch v. Jesup, 106 U. S. 468 (27:279); Tod v. Kentucky Union Land Co. supra. An accepted act of incorporation of a private corporation is a contract between the state and the corporation. A right to become owner of the railroad of another company, or to adopt it, or to become the owner of the stock of another company, or to consolidate with, or acquire the control of such company, is a valuable franchise and property right, which becomes vested immediately upon the acceptance of the acts by which the right was granted. Dartmouth College v. Woodward, 17 U. S. 4 Wheat. 518 (4: 629); Piqua Branch of State Bank v. Knoop, 57 U. S. 16 How. 380 (14:981); Monongahela Nav. Co. v. United States, 148 U. S. 312 (37:463); Wilmington & W. R. Co. v. Reid, 80 U. S. 13 Wall. 264 (20:568); Chenango Bridge Co. v. Binghamton Bridge Co. ("The Binghamton Bridge") 70 U. S. 3 Wall. 51 (18: 137); St. Paul & P. R. Co. First Div. v. Parcher, 14 Minn. 297; Boston & L. R. Corp. v. Salem & L. R. Co. 2 Gray, 1; Ames v. Lake Superior & M. R. Co. 21 Minn. 255; Nero Orleans Waterworks Co. v. Rivers, 115 U. S. 674 (29:525); St. Tammany Waterworks Co. v. New Orleans Waterworks Co. 120 U. S. 64 (30: 563); Pablo Sala v. New Orleans, 2 Woods, 188; Citizens Street R. Co. v. Memphis, 53 Fed. Rep. 715. The state has the right to adopt such changes or amendments as it deems expedient, and the words "vested rights" do not refer to corporate charter rights and franchises which became vested upon the acceptance of the acts of incorporation. A charter contract not containing a reservation on the part of the state of a right to alter or amend cannot be impaired by subsequent legislation. Tomlinson v. Jessup, 82 U. S. 15 Wall. 454 (21:204); Maine C. R. Co. v. Maine, 96 U. S. 510 (24: 841); Greenwood v. Union Freight Co. 105 U. S. 13 (26: 961), Newport & C. Bridge Co. ▼. United States, 105 U. S. 470 (26: 1143); Vial ▼. Penniman, 103 U. S. 714 (26: 603); Ochiltree v. Iowa R. Contracting Co. 88 U. S. 21 Wall. 249 (22: 546); Smith v. Atchison, T. & S. F. R. Co. 64 Fed. Rep. 272. Where there is no reserved right, changes like the following cannot be made without the consent of every stockholder: An exchange of assets on dissolution for stock of another company. Frothingham v. Barney, 6 Hun, 366. In the case of consolidating the corporation with another to form a new corporation. Buffalo, C. & N. Y. R. Co. v. Pottle, 28 Barb. 23. Or by extending the road and increasing the capital stock. Macedon & B. Pl. Road R. Co. v. Lapham, 18 Barb. 315. Where, however, the legislature bas the power to amend the charter of corporations, an alteration may be accepted by a mere majority of the stockholders and such acсерtance is binding on those who do not assent. White. Syracuse & U. R. Co. 14 Barb. 561; Joslyn v. Pacific Mail S. S. Co. 12 Abb. N. S. 334; Shenectady & S. Pl. Road Co. v. Thatcher, 11 N. Y. 102; Buffalo & N. Y. C. R. Co. v. Dudley, 14 N. Y. 336; Fry v. Lexington & B. S. R. Co. 2 Met. (Ky.) 314; Ferguson v. Meredith, ("Clearwater v. Meredith") 68 U. S. 1 Wall. 25 (17: 604); Durfree v. Old Colony & F. R. R. Co. 5 Allen, 230. The right of consolidation of stock and prop erty is clearly granted to appellee by the act of February 28, 1865. New Jersey v. Yard, 95 U. S. 104 (24: 352). Appellee being authorized under the acts constituting its charter to execute the agreement, such right and franchise cannot be impaired or destroyed by the state under the exercise of police power. New Orleans Gaslight Co. v. Louisiana Light & H. P. & Mfg. Co. 115 U. S. 650 (29:517); New Orleans Waterworks Co. v. Rivers, 115 U. S. 674 (29:525): Tammany Waterworks Co. v. New Orleans Waterworks Co. 120 U. S. 64 (30:563); McRoberts v. Washburne, 10 Minn. 23; Chenango Bridge Co. v. Binghamton Bridge Co. ("The Binghamton Bridge") 70 U. S. 3 Wall. 51 (18: 137); Boston & L. R. Corp. v. Salem & L. R. Co. 2 Gray, 1: Citizens' Street R. Co. v. Memphis, 53 Fed. Rep. 715; People v. Jackson, & M Pl. Road Co. 9 Mich. 306; Reagan v. Farmers' Loan & T. Co. (No. 1) 134 U. S. 392 (38:1021), 4 Inters. Com. Rep. 560. Mr. H. W. Childs, Attorney General of the state of Minnesota, for that state. Mr. Justice Brown delivered the opinion of the court: This case turns upon the question whether the right given by its charter to the Minneapolis & St. Cloud Railroad Company to connect with any railroad running in the same general direction, and, by a subsequent amendatory act, to consolidate its capital stock or its property, road, or franchise with those of any other railroad, could be taken away by a subsequent act inhibiting the consolidation, lease, or purchase by any railroad of the stock, property. or franchise of any parallel or competing line. A different question would have been presented if any such contract had been made and carried into effect before the act of 1874 was passed, since it might be claimed that the rights of the parties had become vested within the meaning of $ 17 of the original charter of the Minnesota & St. Cloud Railroad, and as such could not be destroyed or impaired by subse*provision of the Constitution inhibiting [660 state legislation impairing the obligation of contracts. The case then involves indirectly the meaning of the words 'vested rights," when Blatchford v. Ross, 37 How. Pr. 113; Fergu-quent legislation, without infringing upon that son v. Meredith (“Clearwater v. Meredith") 68 U. S. 1 Wall. 40 (17: 608). In case of a railroad company departing from the route marked out in its charter. used in the charter of railroads and other simi- | learning was created, which was put comlar corporations. 1. The whole doctrine of vested rights as applied to the charters of corporations is based upon Dartmouth College v. Woodward, 17 U. S. 4 Wheat. 518 [4: 629], in which the broad proposition was laid down that such charters were contracts within the meaning of the Constitution, and hence that an act of the state legislature altering a charter in any material respect was unconstitutional and void. The doctrine of this case has been subjected to more or less criticism by the courts and the profession, but has been reaffirmed and applied so often as to have become firmly established as a canon of American jurisprudence. The precise point decided was this: By the original charter from the Crown, granted in the year 1769, twelve persons therein named were incorporated by the name of "The Trustees of Dartmouth College," and there was granted to them and their successors the usual corporate privileges and powers, among which was authority to govern the college, and fill all vacancies which might be created in their own body. By an act of the legislature of New Hampshire passed in 1816, the charter was amended, the number of trustees increased to twenty-one, the appointment of the additional members vested in the executive of the state, and a board of overseers, consisting of twenty-five persons, created with power to in spect and control the most important acts of the trustees, The president of the Senate, the speaker of the House of Representatives of New Hampshire, and the governor and lieutenant governor of Vermont, for the time being, were to be members ex officio; and the board was to be completed by the governor and council of pletely at the mercy of the state legislature. It was not the case of an amendment in an unimportant particular-the taking away of a nonessential feature of the charter, but a radical and destructive change of the governing body-a transfer of its power to the executive of the state, and virtually a reincorporation upon a wholly different basis. Subsequent cases have settled the law that, wherever property rights have been acquired by virtue of a corporate charter, such rights, so far as they are necessary to the full and complete enjoyment of the main object of the grant, are contracts, and beyond the reach of destructive legislation. Even before the Dartmouth College Case was decided, it was held by this court that grants of land made by the Crown to colonial churches were irrevocable, and that property purchased by or devised to them, prior to the adoption of the Constitution, could not be diverted to other purposes by the states which succeeded to the sovereign power of the colonies. Terret v. Taylor, 13 U. S. 9 Cranch, 43 [3: 650]; Paulet v. Clark, 13 U. S. 9 Cranch, *292 [3:735]; Society [662 for Propagation of Gospel v. New Haven, 21 U. S. 8 Wheat. 464 [5: 662]. Indeed, the sanctity of charters vesting in grantees the title to lands or other property has been vindicated in a large number of cases. Davis v. Gray, 83 U. S. 16 Wall. 203 [21: 447]; Fletcher v. Peck, 10 U. S. 6 Cranch, 87, 137 [3: 162, 178]; Moore v. Robbins, 96 Ú. S. 530 [24: 848]; United States v. Schurz, 102 U. S. 378 [26: 167]; Noble v. Union River Logging R. Co. 147 U. S. 165 [37: 123]. This court has had, perhaps, more frequent occasion to assert the inviolability of corporate New Hampshire, who were also empowered charters in cases respecting the power of taxa to fill all vacancies which might occur. A majority of the trustees of the college refused to accept this amended charter, and brought suit for the corporate property, which was in possession of a person holding by authority of the acts of the legislature. The opinion contained an exhaustive discus661] sion of the whole *subject of corporate rights and their impairment by state legislation, and probably contributed as much as any he ever delivered to the great reputation of Chief Justice Marshall. The proposed legislation of the state was fundamental in its character. On the part of the Crown it was expressly stipulated that the corporation thus constituted should continue forever, and that the number of trustees should consist of twelve and no more. By the act of the legislature the trustees were increased to twenty one, the appointment of the additional number given to the executive of the state, and a board of overseers, twenty-one out of twenty-five of whom were also appointed by the executive of the state, was created and invested with power to inspect and control the most important acts of tion than in any other, and in a long series of decisions has held that a clause imposing certain taxes in lieu of all other taxes, or of all taxes to which the company or stockholders therein would be subject, is impaired by legislation raising the rate of taxation, or imposing taxes other than those specified in the charter. Thus, in Pigua Branch of State Bank v. Knoop, 57 U. S. 16 How. 369 [14: 977], it was held that where, by a general banking law, it was provided that a certain percentage of dividends should be set off for the use of the state, and should be in lieu of all taxes to which the company or stockholders therein would otherwise be subjected, this was a contract fixing permanently the amount of taxation, and that legislation could not thereafter increase it. In this connection it was said by Mr. Justice McLean: "Every valuable privilege given by the charter, and which conduced to an acceptance of it and an organization under it, is a contract which cannot be changed by the legislature where the power to do so is not reserved in the charter. The rate of discount, the duration of the charter, the specific tax agreed to the trustees. Thus, said Mr. Chief Justice be paid, and other provisions essentially con Marshall, "the whole power of governing the college is transferred from trustees, appointed according to the will of the founder, expressed in the charter, to the executive of New Hampshire." If this legislation was valid, Dartmouth College, as it was originally incorporated, ceased to exist, and a new institution of nected with the franchise and necessary to the business of the bank, cannot without its consent become a subject for legislative action." To the same effect are New Jersey v. Wilson, 11 U. S. 7 Cranch, 164 [3:303]; Gordon v. Appeal Tax Court, 44 U. S. 3 How. 133 [11: 529]; Dodge v. Woolsey, 59 U. S. 18 How. If it be provided in the charter of a bank that the bills and notes of the institution shall be received in payment of taxes or of debts due to the state, such undertaking on the part of the state constitutes a contract between the state and holders of the notes which the state is not at liberty to break, although notes issued after the repeal of the act are not within the contract and may be refused. Woodruff v. Trapnall, 51 U. S. 10 How. 190 [13:383]; Paup v. Drew, 51 U. S. 10 How. 218 [13: 394]; Furman v. Nichol, 75 U. S. 8 Wall. 44 [19:370]: Keith v. Clark, 97 U. S. 454 [24:1071]; Antoni v. Greenhow, 107 U. S. 769 [27: 468]; Poindexter v. Greenhow ("Virginia Coupon Bridge Co. ("The Binghamton Bridge") 70 U. nia Coupon Cases") 114 U. S. 270 [29: 185]. And in Plan- S. 3 Wall. 51 [18: 137]. But even in such ters Bank v. Sharp, 47 U. S. 6 How. 301 cases, if the second charter be for a similar 631 [15: 401]; Jefferson Branch Bank v. Skelly, 36 U. S. 1 Black, 436 [17: 173]; McGehee v. Mathis, 71 U. S. 4 Wall. 143 [18: 314]: Home of the Friendless v. Rouse, 75 U. S. 8 Wall. 430 [19: 495]; Wilmington & W. R. Co. v. Reid, 80 U. S. 13 Wall. 264 [20: 568]; Humphrey v. Pegues, 83 U. S. 16 Wall. 244 [21: 326]; Farrington v. Tennessee, 95 U. S. 679 [24: 558]; 663] *Nero Jersey v. Yard, 95 U. S. 104 [24: 352]; St. Anna's Asylum v. New Orleans, 105 U. S. 362 [26: 1128]. If, however, the charter contained a reservation of an unlimited power to alter, amend, or repeal, the legislature may take away an immunity from taxation. Tomlinson v. Jessup, 82 U. S. 15 Wall. 454 [21: 204]. Within the same principle are grants of an exclusive right to supply gas or water to a municipality, or to occupy its streets for railway purposes. New Orleans Gaslight Co. v. Louis iana Light & H. P. & Mfg. Co. 115 U. S. 650 [29: 517]; New Orleans Waterworks Co. v. Rivers, 115 U. S. 674 [29: 525]; Louisville Gas Co. v. Citizens Gaslight Co. 115 U. S. 683 [29: 510]; St. Tammany Waterworks Co. v. New Orleans Waterworks Co. 120 U. S. 64 [30: 563]; Boston & L. R. Corp. v. Salem & L. R. Co. 2 Gray, 1. So, if a company be chartered with power to construct and maintain a turnpike, erect tollgates, and collect tolls, such franchise is protected by the Constitution. St. Clair County Turnp. Co. v. Illinois, 96 U. S. 63 [24: 651]; Monongahela Nav. Co. v. United States, 148 U. S. 312 [37:465]. the grantee by operation of law, or the exercise of the power granted was so far necessary to the full enjoyment of the main object of the charter that persons subscribing to the stock might be presumed to take into consideration, and be influenced in their subscriptions, by the fact that the corporation was endowed with those privileges during the continuance of the charter. 2. Such limitations, however, upon the power of the legislature, must be construed in subservience to the general rule that grants by the state are to be construed strictly against the grantees, and that nothing will be presumed to pass except it be expressed in clear and unambiguous language. As was said by Mr. Justice Swayne in Northwestern Fertilizing Co. v. Hyde Park, 97 U. S. 659, 666 [24: 1036, 1038): "The rule of construction in this class of cases is that it shall be 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 unmistak able terms, or by an implication equally clear. The affirmative must be shown. Silence is negation, and doubt is fatal to the claim. This doctrine is vital to the public welfare. It is axiomatic in the jurisprudence of this court." Hence, an exclusive right to enjoy a certain franchise is never presumed, and unless the charter contain words of exclusion, it is no impairment of the grant to permit another to do the same thing, although the value of the franchise to the first grantee may be wholly destroyed. This principle was laid down at an early day in the case of Charles River Bridge Proprs. v. Warren Bridge Proprs. 36 U. S. 11 Pet. 420 [9: 773], and has been steadily adhered to ever since. Washington & B. Turnp. Co. v. Maryland, 70 U. S. 3 Wall. 210 [18: 180]; Providence Bank v. Billings, 29 U. S. 4 Pet. 514 [7:939]; Pennsylvania R. Co. v. Miller, 132 U. S. 75 [33: 267]. If, however, there be an exclusive provision, as, for instance, in the charter of *a bridge company that it shall [665 not be lawful for any person to erect another bridge within a certain distance of the bridge authorized, this constitutes an inviolable contract. Chenango Bridge Co. v. Binghamton [12:447], where a bank was chartered with the usual powers to receive money on deposit, discount bills of exchange ana notes, and to make loans, and in the course of its business the bank discounted and held promissory notes, and the legislature then passed a law declaring that it should not be lawful for any bank to transfer, by indorsement or otherwise. any note, bill receivable, or other evidence of debt, it was held that the statute conflicted with the Constitution and was void. It was said in this case that "a power to dispose of its 664] notes, as well as other property, *may well be regarded as an incident to its business as a bank to discount notes which are required to be in their terms assignable, as well as an incident to its right of holding them and other property, when no express limitation is imposed upon the power to transfer them." In each of the above cases, however, the title to property had either become vested in franchise, but to be exercised in a substantially different manner, the exclusive right conferred by the first charter is held not to be violated; as, for instance, if the first charter be for an ordinary bridge, and the second for a railway viaduct, impossible for man or beast to cross, except in railway cars. Proprietors of Bridges v. Hoboken Land & Imp. Co. 68 U. S. 1 Wall. 116 [17:571]. So, if the first franchise be for the sole privilege of supplying a city with water from a designated source, it is not impaired by a grant to another party of the privilege to supply it with water from a different source. Stein v. Bienville Water Supply Co. 141 U. S. 67 [35: 622]. Upon a similar principle it was held in Tucker v. Ferguson, 89 U.S. 22 Wall. 527 [22: 805], that a tax upon lands owned by a railway company, and not used nor necessary in working the road and in the exercise of its franchise, was not unlawful, though the charter had pro |