200 U. S. Argument for Chesapeake & Ohio Ry. from any other shipper for a like service, and $6 forbids a departure from the published freight rate. The court held that neither of these sections had been violated. The protection afforded by § 3 relates to any unjust advantage, or preference, given to any particular person, or to a locality, or with regard to any particular description of traffic, or to any unjust discrimination by one carrier against another carrier as to rates, charges or facilities in operating connecting lines, or in making joint rates over connecting lines. None of these offenses is charged, or proved, nor was it contended that the New Haven Company received any preference such as is contemplated by this section. The conclusion of the court that a "particular kind of traffic" had suffered disadvantage is based upon a finding of fact that "some person or persons" had been prejudiced. But this finding of fact, which is wholly indefinite as to persons, and the time, place, character, extent and manner of the supposed prejudice, is qualified by the statement of the court that it is "unable to say who suffered" the supposed disadvantage. A finding involving penal liability should be supported by clear and specific proof, and the court could not be in doubt as to facts essential to constitute the offense if its finding of fact were based on sufficient evidence. If the finding of fact was not supported by sufficient evidence the conclusion based on it falls with it. The cases cited by the court in support of this conclusion are not analogous to the case at bar. They were cases wherein the contracts were held to be invalid in their inception, or where, relating to a matter subject to legislative control, they conflicted with legislation subsequently enacted regulating the subject of said contracts, or where there was a conflict between a state statute and the National law operating on the same subject matter, in which latter case the state statute had to yield. But no case holds that a contract, valid when made, can be rendered invalid by a change of circumstances or conditions affecting its results. Argument for Interstate Commerce Commission. 200 U.S. If the conclusion of the court be sound, it is equivalent to a denial of the right to a railroad company to be the carrier of coal or any other traffic as interstate commerce of which it is the owner, as no one would be willing to enter upon a contract which depended for its stability upon such an uncertain element as the cost of labor or other circumstances materially affecting its results. The court erred in holding the contract of 1896 void under § 3 of the Interstate Commerce Act. The lower court was right in not entering the omnibus injunction prayed for by the Commission. See cases cited in argument for New Haven Company. Mr. Assistant Attorney General McReynolds, with whom Mr. William A. Day was on the brief, for the Interstate Commerce Commission, appellee in No. 24 and appellant in No. 27: The Interstate Commerce Act as amended provides for the enforcement and observance of published rates upon petition filed by the Commission by proper orders, writs and process. It is important to know how broad injunctions issued in proceedings under this act should be, and to secure an authoritative ruling the question is here presented. The Interstate Commerce Act was intended to cut up by the roots the entire system of rebates and discriminations and to put all shippers on an absolute equality. U. P. Railway Co. v. Goodridge, 149 U. S. 680, 690. The Elkins Act was intended to strengthen the former statutes and to give the courts power to enforce them. It should, of course, be interpreted with that end in view. If when a railroad is detected in willfully violating the law by transporting any article at less than schedule rates the only remedy in equity is to restrain it from thereafter so carrying that article for that person, little may be accomplished. But if under the circumstances suggested a broad order forbidding transportation of the article for anybody must be issued, the results may 200 U. S. Argument for Interstate Commerce Commission. be much more wholesome, and the true purpose of the law may be more fully effectuated. In the case of In re Debs, 158 U. S. 564, 570, an injunction issued commanding the defendants and all persons combining and conspiring with them, and all other persons whomsoever, absolutely to desist and refrain from in any way or manner interfering with, hindering, obstructing, or stopping any of the business of any of the railroads referred to. Debs violated the order and was punished for contempt. If strikers may properly be restrained by such a sweeping injunction, why may not a railroad be enjoined from carrying coal for anybody below published rates? The case of Swift and Company v. United States, 196 U. S. 375, did not arise under the Interstate Commerce Act and was controlled by different principles. The defendant in that case was in a different position from the common carriers in this case. Respondents set up the 1896 agreement and transactions under it to justify what otherwise would be manifestly illegal. They say that as the Chesapeake and Ohio Railway has admitted the alleged liability the legality of the same cannot be questioned in this proceeding. No extended argument is required to show that a railroad cannot avoid the statutes to regulate commerce or escape its public duties by simply admitting a liability which has no foundation in law. The public is vitally interested that no common carrier should admit a baseless liability, for in the last analysis the public will probably have to pay it. A defense bottomed on the recognition of a liability springing from a void contract would be clearly without merit. In Union Pacific Railway Co. v. Goodridge, 149 U. S. 680, 691,—a proceeding under a provision of the Colorado statute in substantial accord with the Interstate Commerce Act-the railway company, to justify allowance of rebates, relied on an unliquidated claim for damages against it held by the consignee. This court said that to sustain such a defense would Argument for Interstate Commerce Commission. 200 U.S. open the door to the grossest frauds and held that such a contract could not be supported. The agreement of 1896 was at most a gratuitous option or offer by the Chesapeake and Ohio Railway to sell and deliver coal, given with the evident hope of getting business, and subject to revocation at any time before acceptance. It was ultra vires of the Chesapeake and Ohio Railway to contract with the New Haven Railroad to sell and deliver coal. The railway owned no coal and its charter gave it no right to carry on the business of dealing in such merchandise. All doubts with regard to the authority granted in a corporate charter are to be resolved against the corporation. Louisville & Nashville Railroad Co. v. Kentucky, 161 U. S. 677, 685. Railroad corporations possess the powers which are expressly conferred by their charters, together with such powers as are fairly incidental thereto. The general rule is that a contract made by a corporation beyond the scope of its powers, express or implied, on a proper construction of its charter, cannot be enforced or rendered enforceable by the application of the doctrine of estoppel. Union Pacific Railway Company v. Chicago &c. Railway Co., 163 U. S. 564, 581; Central Transportation Co. v. Pullman's Car Co., 139 U. S. 24. If performance of the 1896 agreement required the Chesapeake and Ohio Railway to do anything prohibited by law its duty was not to perform and no liability for damages could have arisen because of the failure. Gulf, Colorado &c. Ry. v. Hefley, 158 U. S. 98, 102; Southern Railway Co. v. Wilcox, 99 Virginia, 394, 408, 409; Fitzgerald & Co. v. Grand Trunk Railroad Co., 63 Vermont, 169; Savannah, F. & W. Ry. Co. v. Bundick (Ga.), 21 S. E. Rep. 995; Southern Railway Co. v. Harrison (Ala.), 43 L. R. A. 385; Bullard v. Northern Pacific Railroad Co., 10 Montana, 168. Transactions under the 1896 agreement show that the net results to the carrying company were insufficient to pay freight according to published schedules. The public is not less. damnified when a carrier sustains loss upon a contract for de livery of coal because the same is charged to merchandise rather than to the freight account; and it appears absurd to say a railroad may render the selfsame transaction legal or illegal by the way it keeps its books. Transportation is the railroad's business and from that source its earnings come. Other permissible transactions must be regarded as incidental and intended to enable it to earn freight, and if loss occurs it should be charged to the freight, for the transportation is, in a broad sense, the only thing contributed by the carriers. The deleterious effect of permitting railroads to act as dealers in merchandise is lucidly pointed out by the vice-chancellor in The Attorney General v. The Great Northern Railway Company, 38 Law Journal, 794 (New Series, vol. 29); and by Cockburn, C. J., in Baxendale v. Great Western Ry. Co., 28 L. J. C. P. 81; 5 C. B. (N. s.) 336. See also Haddock v. Delaware, Lackawanna & Western Railway Company, opinion by Cooley, chairman, 4 I. C. C. Rep., 296; Coxe Bros. & Co. v. Lehigh Valley Railroad Co., 4 I. C. C. Rep., 535; Grain Rate Case, 7 I. C. C. Rep., 33; 1 Wood on Railroads, Minor's ed., 652, and cases cited; Baxendale v. North Devon Ry. Co., 3 C. B. (N. s.) 324. If the claim presented by the New Haven Railroad was an indefinite and unadjusted one for damages Union Pacific Railway v. Goodridge, supra, seems conclusive against the contention that it can be treated as part of the consideration for carriage. MR. JUSTICE WHITE delivered the opinion of the court. Following an inquiry begun in consequence of a complaint to it made, the Interstate Commerce Commission, through the Attorney General of the United States, filed under the act to further regulate commerce (32 Stat. 847), in the Circuit Court of the United States for the Western District of Virginia, this proceeding against the Chesapeake and Ohio Railway Company, |