would not help his case. Indeed, in such a case he would not be regarded as holding in good faith, within the requirement of the decree, because a man is not allowed to take advantage of his ignorance of law. The subject is fully expounded in Hayes v. United States, 170 U. S. 637, 650 et seq.

All that was done to give Lacson a lawful title was insufficient on its face. Therefore, on the facts known to him he was chargeable with knowledge that he had acquired no legal rights, and it was impossible that the period of prescription should begin to run from the date of the instrument under which he claimed. The possession of Carrillo and his successors, after the conveyance to him in 1881, was not maintained for ten years, and therefore the claim of the plaintiff in error must fail.

Judgment affirmed.

CITY OF MINNEAPOLIS v. MINNEAPOLIS STREET RAILWAY COMPANY.

APPEAL FROM THE CIRCUIT COURT OF THE UNITED STATES FOR THE DISTRICT OF MINNESOTA.

No. 46. Argued December 2, 3, 1909.—Decided January 3, 1910.

This court will consider the nature of a corporation organized under a state law only so far as may be necessary to determine Federal rights.

Franchises to public service corporations will not be extended by implication, but whatever is plainly and legally granted is protected by the contract clause of the Constitution. Where the corporate existence has been recognized after the expiration of the shorter period and the State has not moved in quo warranto, a franchise legally granted by municipal ordinance and legislative enactment for the life of the charter of a public service corporation cannot be impaired during the term specified in the charter filed before the grant was made, although such term be longer than that allowed by the act under which the corporation was organized. A franchise contract may extend beyond the life of the corporation to which it is granted; at the end of the corporate life it is a divisible asset.

VOL. CCXV-27

Argument for Appellants.

215 U. S.

An ordinance enacted before electricity was used as motive power prohibiting any power that would be a public nuisance will not be construed as excluding electricity; and a public service corporation accepting an ordinance permitting change from horse to electric power does not abandon its rights under the original ordinance so that they are no longer protected by the contract clause of the Constitution.

Where all that is necessary is to determine whether a right under a state charter is now in existence, the decree should be confined thereto, and should not attempt to determine the further duration of the charter under state statutes.

Waiver to a reasonable extent of certain privileges under a franchise does not withdraw the other privileges from the protection of the contract clause of the Constitution.

The ordinance granted by the city of Minneapolis, in 1875, to the Minneapolis Street Railway for the life of its charter continues for fifty years from 1873, when the corporation was organized, and the fare cannot be reduced during that period below five cents; and the ordinance of 1907, directing the sale of six tickets for twentyfive cents is void under the contract clause of the Constitution.

THE facts, which involve the franchise of the Minneapolis Street Railway Company and whether the obligation of its contract was impaired by a subsequent ordinance, requiring it to sell six tickets for twenty-five cents, are stated in the opinion.

Mr. William A. Lancaster, with whom Mr. Frank Healy and Mr. John F. McGee were on the brief, for appellants:

The corporation was organized in 1873 under Title II and not Title I of Ch. 34, Minn. Revision of 1866, as amended in 1868 and 1873; the life of the charter was necessarily limited to thirty years, and contract rights, if any existed, terminated in 1903, as they were limited to the term of the charter. In fact, the provisions of Title I repel the idea that § 1 was intended to authorize the formation of street railway corporations.

The word "railroad" or "railway" as used in Title I includes only commercial steam railroads and does not include street railways which fall under the head of transportation as used in Title II. Manhattan Trust Co. v. Sioux City Cable Ry., 68 Fed. Rep. 82; Williams v. Railway Co., 41 Fed. Rep.

215 U.S.

Argument for Appellants.

556; Chap. 5, McClain's Iowa Code; Sears v. Marshalltown St. Ry. Co., 65 Iowa, 742; Fidelity Trust Co. v. Douglass, 73 N. W. Rep. 1039; Mass. Trust Co. v. Hamilton, 88 Fed. Rep. 588; Sutherland on Stat. Con., § 241; Freiday v. Sioux City Co., 60 N. W. Rep. 656; Thompson v. Simon, 20 Oregon, 60.

A general term will be given a restricted construction when other provisions in the same section point unmistakably thereto. Dieler v. Estill, 22 S. E. Rep. 622; Railway Co. v. Cedar Rapids, 76 N. W. Rep. 728; Trust Co. v. Warren, 121 Fed. Rep. 323.

The ordinances of 1875, and 1878, as ratified by the legislature in March, 1879, do not constitute a contract for the life of the charter that the street railway company can always charge five cents whether operated as a horse or an electric road. That right only extended so long as it was operated as a horse railroad. Omaha Horse Ry. v. Cable Co., 30 Fed. Rep. 324. Grants of this nature are construed strictly for the public interests. Perrine v. Canal Co., 9 How. 172; Charles River Bridge v. Warren Bridge, 11 Pet. 422; Bridge Proprietors v. Hoboken, 1 Wall. 116; Indianapolis Cable Ry. v. Citizens' Ry., 127 Indiana, 369; Railway v. Denver City Ry., 2 Colorado, 673; Third Ave. Ry. v. Newton, 1 N. Y. Supp. 197; North Chicago Ry. v. Lakeview, 105 Illinois, 207; Stein v. Bienville Water Co., 34 Fed. Rep. 145; affirmed, 141 U. S. 67; Gas Light Co. v. Saginaw, 28 Fed. Rep. 529; Water Co. v. Knoxville, 189 U. S. 434; Slidell v. Grandjean, 111 U. S. 412; Coosaw Mining Co. v. South Carolina, 144 U. S. 550; Stanislaus County v. Irrigation Co., 192 U. S. 201; Owensboro v. Waterworks Co., 191 U. S. 358; Telephone Co. v. Los Angeles, 211 U. S. 265; Gaslight Co. v. Chicago, 194 U. S. 1; Minn. & St. L. Ry. v. Gardner, 177 U. S. 332; Turnpike Co. v. Sandford, 164 U. S. 578; Teachout v. Street Railway Co., 38 N. W. Rep. 145. These cases hold that a horse street railway and an electric street railway are separate and distinct; that there was reserved to the city full power to grant to any other corporation the right to build and operate an electric road; and that as the ordinance

of 1907 related to an electric road it does not impair the contract, if any, with the company operating a horse railroad.

The right to make such ordinance was under the general reserved power of the city and State, and all such grants are to be construed liberally for the public under the reserved powers. Water Co. v. Freeport, 180 U. S. 587. Corporations accept such grants subject to all reservations. Telephone Co. v. Richmond, 98 Fed. Rep. 671; S. C., 103 Fed. Rep. 31; Detroit v. Railway Co., 185 U. S. 388; Fath v. Tower Grove Ry., 16 S. W. Rep. 913; General Ry. Co. v. Chicago, 52 N. E. Rep. 880; Blair v. Chicago, 201 U. S. 487; Jackson Ry. Co. v. Interstate Ry. Co., 24 Fed. Rep. 306; Commonwealth v. Railway, 27 Pa. St. 339. And see 21 Pa. St. 22; Farrell v. Railway Co., 61 Connecticut, 127; Endlich on Interpretation, § 354.

Public policy does not permit unnecessary inference of authority to make a contract which affects the continuance of the sovereign power and duty to make such laws as public welfare may require. Long v. Duluth, 49 Minnesota, 281; Georgia Banking Co. v. Smith, 128 U. S. 174; Stone v. Trust Co., 116 U. S. 307, 326. See also Fanning v. Gregoire, 16 How. 530; Gaslight Co. v. Middletown, 59 N. Y. 229; Minturn v. Larue, 23 How. 435; Hoffmann v. Quincy, 4 Wall. 435; Alcott v. Supervisors, 16 Wall. 678; Water Co. v. Syracuse, 116 N. Y. 167; Indianapolis Ry. Co. v. Street Railway Co., 127 Indiana, 369; Elliott on Roads and Streets, 2d ed., § 736; Electric Ry. Co. v. Cleveland, 204 U. S. 116.

The burden is on appellee to show the existence of the contract.

Mr. M. B. Koon, with whom Mr. N. M. Thygeson and Mr. M. D. Munn were on the brief, for appellee.

MR. JUSTICE DAY delivered the opinion of the court.

This is an appeal from a decree of the Circuit Court of the United States for the District of Minnesota, enjoining the city

of Minneapolis from enforcing, as against the Minneapolis Street Railway Company, appellee, a certain ordinance of the city of Minneapolis, passed February 9, 1907, prescribing the rate of fare for the transportation of passengers over any street railway line, or lines, of the company in the city of Minneapolis.

The case was tried upon amended bill and answer. The ground alleged for injunction in the amended bill was in substance that the ordinance of February 9, 1907, violated the terms of a previous and subsisting contract, prescribing the rates of fare to be charged by the company in the city of Minneapolis. It appears in the record that the railway company was organized on July 1, 1873, and that its alleged contract arises from an ordinance of the city of Minneapolis passed July 9, 1875, ratified by an act of the legislature of the State of Minnesota passed March 4, 1879. We shall have occasion later on to deal more specifically with this ordinance and ratifying act.

It is sufficient for the present purpose to say that it is the contention of the company that by the ordinance of July 9, 1875, and the ratifying act, it became the owner of an irrepealable contract for the term of fifty years from the date of its organization, by the terms of which it had the right to charge a fare not exceeding five cents for each person carried on any continuous line which might be designated by the city council of the city, such continuous line, however, not to exceed three miles in length. The contract, it is alleged, is violated by the ordinance of February 9, 1907, requiring the sale of six tickets for twenty-five cents.

The existence of the alleged contract is denied by the city upon several grounds. It is urged that the complainant company was so organized that its charter, and consequently its corporate life, expired thirty years after the date of its incorporation, that is, on July 1, 1903, and, therefore, its contract rights, ceased and terminated at that time. This contention is based upon the incorporation of the company, which,