Page:Harvard Law Review Volume 8.djvu/427

LEASE OF RAILROAD. 411 the complainants* right is doubtful ; or an action at law or in chan- cery, prosecuted in the ordinary mode, will afford adequate redress." It was not shown that the public character and importance of the road would legalize a change of route or business in violation of the plaintiffs' rights,^ and the decision has not shaken the settled doctrine that in this class of cases the plaintiff need not prove actual damage, and is not defeated by proof that he will be bene- fited by the unauthorized change. The beneficial character of the change may tend to prove the purpose of his litigation, and to disprove his claim for substantial damages in an action at law; but of itself alone, without a purpose inequitable in a legal sense, it is not an answfer to a bill for an injunction.^ By their charter-contract all the stockholders of the Northern Railroad agreed that their partnership business should be the transportation of passengers and freight on their road, including certain incidental enterprises contributing to the transaction of that business. They formed the partnership for no other private purpose than the benefit to be derived from their performance of this contract, legally altered as it may be, under legislative permis- sion, by their express or implied assent. No alteration has author- ized a part of the company to suspend the company's performance of the contract by transferring their road and business to other principals for ninety-nine years. The plaintiffs have not acquiesced in the transfer and suspension, but have objected seasonably, and presumably in good faith for the purpose of protecting their Northern shares. The lease violates the partnership contract, and takes from the plaintiffs an equitable estate of ninety-nine years without their consent and without prepayment of the value of the estate taken. Whatever names are used to designate the trust and agency of the corporate partnership and the relation existing be- tween each stockholder and the company, he has some remedy for their breach of the contract. " Wherever there is a legal right vested in a party, he must, in some court, have the means of en- forcing that right." ^ The private property of the Northern Company, subject to a pub- lic right of transportation, is held in trust by the corporation for the benefit of the stockholders. The corporation is trustee, holding the legal title. The stockholders are the beneficiaries, holding the equi- 1 54 N. H. 648. ' Central R. Co. v. Collins, 40 Ga. 582, 617. ' Adley v. Whitstable Co., 19 Ves. Jr. 304, 305.