Mayor of Baltimore v. Baltimore & Ohio Rail Road

Bartol, J., delivered tho opinion of this Court: The question presented by this appeal is one of great importance, both on account of the magnitude of the interests involved in the cause, and of the general importance of the principles involved in its decision. We have read with much care the elaborate opinion delivered by the learned judge of tbe Circuit Court, and examined the adjudged cases in England and this country, cited by him, as well as those referred to in the argument, and are of opinion that the conclusions stated by him are in general correct. It is not necessary for us however, in disposing of the case, to enter upon the discussion of all the points presented in the briefs, and argued with so much, ability by counsel. The facts presented by tbe record, so far as it is material to refer to them, may be briefly stated as follows: By a lateral road which diverges from the main stem, the Baltimore and Ohio Rail Road extends to a place called Ben-wood, on the bank of the Ohio River, opposite Belair, the station of the Central Ohio Rail Road, with which it connects by means of a steam ferry boat, for tho benefit of goods and passengers.

Some time before the filing the bill in tbis cause, the appellee had loaned tó the Contra! Ohio ⁹⁰ Road $400,000, which was secured by the bonds of the latter, and a mortgage of its property, subject however to the encumbrance of prior mortgages, amounting in the aggregate to $3,000,000. Thefirst and second mortgages constituting the first mortgage on the whole road amounting to the sum of $1,250,000. On the same day this bill of complaint was exhibited, the appellee, at the meeting of the board of directors, adopted the resolution to be found ante page 62, and the object of the bill was to obtain an injunction prohibiting the appellee from carrying into effect the object and purpose of the resolution.

The ground upon which the interposition of the Court was invoked, was, as alleged in the bill, because the Act contemplated by the resolution was “beyond the corporate powers of the Baltimore and Ohio Rail Road Company.” The appellee claims the right to make the advance and appropriation of money for the purpose stated in the resolution, on .two grounds: 1st. Under the supplement to its charter passed in 1836, ch. 276. 2nd. Because -being a mortgage creditor of the Central Ohio Rail Road Company to the amount of $400,000, it has the power to purchase the prior mortgage, for the purpose of preventing a fore-closure of the same, and the consequent loss of its own mortgage claim. These propositions will be briefly considered in the light of the well established principles of 'law, governing the construction of statutes conferring powers upon incorporated c mpanies.

These principles are stated with great precision and clearness in the first, ^econd, third and fourth points of the appellant’s brief. To each one of which we assent, without repeating them here, except that we do not agree to the proposition stated in the last part of their, fourth point, “that a corporation cannot exercise any implied powers, except such as- are shown to be incidental to its very existence.” To adopt such a principle would be carrying the doctrine' of strict construction too far, and would in many cases defeat the ends and objects of the charter. ⁹¹ Acts of incorpora don, like other statutes, must have a reasonable and feasible interpretation, so as to accomplish tho intention of the Legislature, and all such powers are implied as may be necessary to carry into effect those expressly granted — that is to say, such as are reasonably incidental to the exercise of the express powers. It must also he borne in mind, that we are not dealing with an ordinary private corporation, created only for the pecuniary benefit of its stockholders. The powers granted to the appellee are of tho most extensive and comprehensive kind,