Page:Harvard Law Review Volume 8.djvu/421

LEASE OF RAILROAD. 405 "The original charter conferred upon the company all the usual and necessary powers for locating and constructing a railroad from the town of Hartford to the city of New Haven. The ten shares subscribed for by the defendant were expressly taken upon ' the terms, conditions, and limitations ' mentioned in the charter. And such would doubtless have been the legal effect of the subscription, had no reference to the charter been made in it. . . . Since enter- ing into this contract, the plaintiffs have procured an amendment of their charter, by which they have superadded to their original undertaking a new and very different enterprise. . . . Instead of confining their operations to the construction and management of their railroad between Hartford and New Haven, they have under- taken to establish and maintain a line of . . .steamboats. ... It is most obvious, if incorporated companies can succeed in estab- lishing this sort of absolute control over the original contract entered into with them by the several corporators, there is no limit to which it may not be carried short of that which defines the boundary of legislative authority. The proposition is too monstrous to be ent«rtained for a moment." ^ " That case," says Selden, J., in B. & N. Y. R. Co. v. Dudley,^ "is in direct conflict with several English cases." Parliament hav- ing authority to make any person a member of any incorporated or unincorporated partnership without his consent, and to make any alteration in his helpless condition, and the question in English .courts being merely whether Parliament intended to exercise this non-legislative power, the decisions of that question are inadver- tently cited in a manner that tends to throw doubt upon all con- stitutional security of private rights, and to countenance the idea that the people of New York are living under a government as absolute as the one they cast off when they ceased to be subjects of Great Britain. Cases in which a construction is given to the exercise of the unlimited power of Parliament, without occasion to consider the legal nature of legislative power, and without regard to the ques- tion whether the absolute sovereignty exercised in a particular instance is legislative, judicial, or executive, or neither, have a tendency, so far as they are followed in this country, to obliterate an essential feature of American government, and to re-establish the arbitrary dominion that was extinguished in this State by the 1 H. & N. H. R. Co. V. Croswell, 5 Hill, 383, 385, 386. « 14 N. Y. 336, 355.