ing.70 Where the charter of a state bank provides for additiona liability of the shareholders as sureties to the creditors of the bank for all contracts and debts to the extent of their stock therein, at the par value thereof, at the time the debt was created a shareholder is not liable for a debt created after he has actually parted with his stock and the transfer has been regularly entered on the books of the bank. The additional liability of shareholders of corporations depends on the terms of the statutes creating it, and as such a statute is in derogation of the common laws it cannot be extended beyond the words used." In the Charles River Bridge case the following decision was rendered: The grant to the bridge company is of certain franchises, by the public, to a private corporation; in a matter where the public interest is concerned, there is nothing in the local situation of this country, or in the nature of our political institutions, which should lead this court to depart from the rules of construction of statutes, adopted under the system of jurisprudence which we have derived from the English law; no good reason can be assigned, for introducing a new and adverse rule of construction in favor of corporations, while we adopt and adhere to the rules of construction known to the English common law in every other case, without exception.72

§ 254. Public Grants of Franchises, Privileges, etc.— Construction Against Grantee.-Public grants of franchises, powers, rights, privileges or property in which the government Common law changed by statute L. Rep. 1220, 71 S. W. 1, 69 S. W. is modified only to extent clearly 1095. warranted by the language used. Johnson v. Southern Pacif. Co., 117 Fed. 462, 54 C. C. A. 508.

70 Johnson v. Southern Pacific Co., 196 U. S. 1, 49 L. ed. 872, 25 Sup. Ct. 158.

Rule that statutes in derogation of common law are to be strictly construed is held not to apply to a revision which is to be liberally construed. Dillehay v. Hickey, 24 Ky.

Statutes in derogation of common law to be liberally construed where statute so provides. Gans' Estate, In re (Utah, 1906), 86 Pac. 757.

71 Brunswick Terminal Co. v. Nat. Bk. of Balt., 192 U. S. 386, 48 L. ed. 491, 24 Sup. Ct.

72 Charles River Bridge v. Warren Bridge, 11 Pet. (36 U. S.) 420, 9 L. ed. 773. See Rice v. Railroad Co., 1 Black (66 U. S.), 358, 17 L. ed. 147;

or public has an interest must be construed in favor of the grantor and strictly against the grantee; whatever is not clearly, plainly and unequivocally granted is withheld; nothing passes by implication except it be necessary to carry into effect the obvious intent of the grant. This rule applies in cases of doubt or ambiguity in the meaning or interpretation of language used or where the grant is susceptible of two constructions, for if the meaning is plain and clear and the intention obvious there is no room for construction. Private corporations and individuals are within the above rule,73 which also applies to arti

Peterson v. Gittings, 107 Iowa, 306, 77 N. W. 1056, rev'g 72 N. W. 662.

Eng. R. Cas. 607, 9 Ry. & Corp. L. J. 342, 43 Alb. L. J. 328 (corporate con73 United States: Cleveland Elec- tract; alienation of franchise; ultra tric Ry. Co. v. Cleveland, 204 U. S. vires agreement; breach of duty to 116, 130, 51 L. ed. —, 27 Sup. Ct. public); Slidell v. Grandjean, 111 U. -; Cornell v. Coyne, 192 U. S. 418, S. 412, 4 Sup. Ct. 475, 28 L. ed. 321; 24 Sup. Ct. 383, 48 L. ed. 504; Long Turnpike Co. v. State, 3 Wall. (70 Island Water Supply Co. v. Brook- U. S.) 210, 18 L. ed. 180 (grant of lyn, 166 U. S. 685, 696, 41 L. ed. franchise; exclusive privilege; un1165, 17 Sup. Ct. 718, per Brewer, J. lawful charter to rival); Jefferson (condemnation of water supply; Bank v. Skelly, 1 Black (66 U. S.), water companies; exclusive privi- 436, 17 L. ed. 173 (bank charters; leges; statutes and contracts; legis- exemption from taxation; franchise lative powers; municipal powers); grant construed; waiver of soverPearsall v. Great Northern R. Co., eignty); Ohio Life Ins. & Trust Co. 161 U. S. 646, 16 Sup. Ct. 705, 40 L. v. Debolt, 16 How. (57 U. S.) 416, 14 ed. 838, rev'g 73 Fed. 933 (consoli- L. ed. 997 (statutes as to insurance dation of railroads; parallel and com- company; exemption from taxation; peting lines; statutes; powers not di- obligation of contract); Charles River rectly contemplated; subsequent leg- Bridge v. Warren Bridge, 11 Pet. (36 islative restriction); Hamilton Gas U. S.) 420, 9 L. ed. 773; United Light & Coke Co. v. Hamilton City, States v. Arredondo, 6 Pet. (31 U. S.) 146 U. S. 258, 13 Sup. Ct. 90, 36 L. ed. 691, 736, 8 L. ed. 547, 564; Helena, 963 (grant to corporation of special City of, v. Helena Water Works Co., privileges; obligation of contract; 122 Fed. 1; Omaha Horse R. Co. v. municipal powers; contract for gas Cable Tramway Co. (C. C.), 30 Fed. supply; exclusive privilege); Stein v. 324. Bienville Water Supply Co., 141 U. S. 67, 35 L. ed. 622, 11 Sup. Ct. 892 (grant of water franchise; exclusive right; obligation of contract); Central Transportation Co. v. Pullman's Palace Car Co., 139 U. S. 24, 35 L. ed. 55, 11 Sup. Ct. 478, 45 Am. &

Georgia: Macon & W. R. v. Davis, 13 Ga. 68.

Illinois: Mills v. County of St. Clair, 7 Ill. 197.

Louisiana: State of Louisiana v. Morgan, 28 La. Ann. 482.

Maine: Rockland Water Co. v.

cles of association organizing a corporation under general laws which are a substitute for a charter from the legislative

body.74 Such rule also differs from that as to ordinary grants," and one of the reasons for strict construction against the

When a statute makes a grant of property, powers or franchises to a private corporation or to a private individual, the construction of the grant in doubtful points should always be against the grantee, and in favor of the government. Oregon pressly declared by the terms of the Railway & Navigation Co. v. Oregonian Ry. Co., 130 U. S. 1, 32 L. ed. 837, 9 Sup. Ct. 409, 5 R. R. & Corp. L. J. 364 (railroads; grants to; corporate charters and powers).

grantee is that such grants are usually prepared by those interested in them and submitted to the legislatures with a view to obtain from such bodies the most liberal grant of privileges which they are willing to give." The rule or principle must, however, be applied with reference to the subject-matter as a whole, and not in such a manner as to defeat the general intent of the legislature," as the obvious intention of the parties, when expressed in plain and unequivocal language, cannot be ignored in a public any more than in a private grant." § 255. Same Subject Continued-Instances-Railroads— Street Railroads Submarine Railway-Gas, Telephone,

Where there is a doubt as to the meaning of the terms of a grant of public interests or uncertainty as to its general purpose, that construction must be adopted which will support the claim of the State rather than that of the individual or corporation. Slidell v. Grandjean, 111 U. S. 412. Grants which confer exclusive privileges affecting great public interests must be construed strictly against the grantee. Emerson v. Commonwealth, 108 Pa. 111.

said; and words of equivocal import are so easily inserted by mistake or fraud, that every consideration of justice and policy requires that they should be treated as nugatory, when they do find their way into the enactments of the legislature. In the construction of a charter, to be in doubt is to be resolved; and every resolution which springs from doubt is against the corporation. This is the rule sustained by all the courts in this country and in England. No "Corporate powers can never be other has ever received the sanction created by implication nor extended of any authority to which we owe by construction. No privilege is much deference. This court has asgranted unless it be expressed in serted it times without number." plain and unequivocal words, testi- Pennsylvania Ry. Co. v. Canal Comfying the intention of the legislature missioners, 21 Pa. 9, 22, per Black, in a manner too plain to be misun- C. J. derstood. When the State means to clothe a corporate body with a portion of her own sovereignty, and to disarm herself to that extent of the powers which belong to her, it is so easy to say so that we will never believe it to be meant when it is not

"Cleveland Electric Ry. Co. v. Cleveland, 204 U. S. 116, 130, 51 L. ed., 27 Sup. Ct. —.

"Moran v. Miami County, 2 Black (67 U.S.), 722, 17 L. ed. 342.

Acts of incorporation and other statutes granting special privileges are to be construed strictly, and whatever is not given in unequivocal terms is withheld. Moran v. Miami County, 2 Black (67 U. S.), 722, 17 L. ed. 342.

78 People, Woodhaven Gas Co., v. Deehan, 153 N. Y. 528, 47 N. E. 187, rev'g 42 N. Y. Supp. 1071, 17 App. Div. 175, 76 N. Y. St. R. 1071.