preclude the State or a municipal government from imposing others which fall within the scope of its general powers.1 § 26. The same subject continued. But whatever, under its charter and other general laws reasonably construed, may fairly be regarded as incidental to the objects for which a corporation is created, is not to be taken as prohibited. The contract of the State with a corporation consists not only of 1 Hare's American Constitutional Law, 666. "Expressio unius exclusio est alterius is not," says Sharwood, J., "the rule of construction applicable to charters." Johnson v. Philadelphia, 60 Pa. St. 440, where it was held that the incorporation of a railway company with authority to pass through a city, subject "to such regulations as may be required for paving, repairing, and culverting the streets," will not preclude the city councils from exacting an annual license fee of thirty dollars for each car, nor from prescribing the charges for the conveyance of passengers. And in another case it was held that a clause in the charter of a city railroad company, that the company shall pay such license for each car run as is paid by other passenger railway companies in the city, which was thirty dollars, is not a contract that the license charged for such cases should never exceed the annual sum of thirty dollars, and is not protected from impairment by the United States constitution. A subsequent act of the legislature which requires such companies to pay the annual license of fifty dollars for each car is not unconstitutional as violating a contract. Union Passenger Ry. Co. v. Philadelphia, 101 U. S. 528. The term of corporate existence cannot be extended by implication. An additional privilege respecting the erection of a tollgate granted to a turnpike company after its term had more than half expired, has been held not to be a perpetual grant, but as limited in duration to the remainder of the term. St. Clair County Turnpike Co. v. Illinois, 96 U. S. 63. 66 2 Green Bay & M. R. Co. v. Union Steamboat Co., 107 U. S. 98. In Carothers v. Philadelphia Co., (1888) 118 Pa. St. 468, it was held that a corporation authorized by its charter to engage in "any work or works, public or private, which may tend or be designed to improve, increase, facilitate, or develop" trade, can engage in the business of producing and supplying natural gas, under the Pennsylvania natural gas act of 1885, whose preamble declares that natural gas has become a prime necessity for use as a fuel, and otherwise in the development of trade." The provisions of the Wisconsin statute applicable to the incorporation of telegraph companies may be deemed to apply to telephone companies, although the latter are not named. Wisconsin Telephone Co. v. Oshkosh, 62 Wis. 32. But the New York Act of 1848, ch. 319, and the acts amendatory thereof, providing for the formation of benevolent, charitable, scientific, and missionary societies, do not authorize the incorporation of a medical college, nor is the existence of such a corporation recognized by the Act of 1882, ch. 367. People v. Gunn, (1884) 30 Hun, 322, s. c. 96 N. Y. 317. 1 the original statute by which it was created, but also of all prior acts of legislation relating to corporations generally, in view of which the incorporators are presumed to have accepted the grant; and also of such subsequent statutes as refer especially to the corporation and which may be acquiesced in by the company, or which the State under a reservation of the power to amend may constitutionally enact. But the provisions of a special charter or a special authority derived from the legislature are not affected by subsequent general legislation on the subject, nor by a change in the State constitution, unless the power to amend has been reserved. Terms of present grant in an act of incorporation will be interpreted as only a promise to grant, if the right be with reference to what does not at the time exist. An article in the charter of a corporation or association which re-enacts an existing provision of a general law, cannot be regarded as a contract and is not within the protection of the provision of the Constitution of the United States. So also a grant to a corporation aggregate, limited as to the duration of its existence, without words of perpetuity being annexed to the grant, creates only an estate for the life of the corporation.5 § 27. The same subject continued - Of exclusive privileges. Especially in cases where the corporation claims A condition in a road company's charter, requiring the road to be improved in a certain manner before tolls could be exacted, was held to be discharged by a supplementary act giving power to take tolls in a new mode inconsistent with that previously prescribed, and showing an intention to acknowledge the performance of the condition or to waive it. State v. Godwinsville &c. Road Co., 44 N. J. 496. ?State v. Scholl, 17 Wall. 425; New Orleans Water Works Co. v. Rivers, (1885) 115 U. S. 674; Dodge v. Woolsey, 18 How. 331; Mechanics' & Traders' Bank v. Thomas, 18 How. 384; Jefferson Branch Bank V. Skelly, (1861) 1 Black, 436, cited and quoted supra, § 19; Franklin Branch Bank v. Ohio, 1 Black, 474; New Orleans Gas Co. v. Louisiana Light Co., (1885) 115 U. S. 650; Henry County v. Nicolay, 95 U. S. 619. See also Eastman's Estate, (1883) 60 Cal. 308, as to the effect of subsequent legislation upon corporations formed under a general act, where it was held that religious corporations organized under the California Act of 1850 were not affected by the repeal of that act and the substitution of the provisions of the code. 3 North Branch R. Co. v. City Passenger Ry. Co., 38 Pa. St. 361. 4 Sherman v. Smith, 1 Black, 587. 5 St. Clair County Turnpike Co. v. Illinois, 96 U. S. 63. under its charter some exclusive privilege, or exemption, have the courts held that the contract to be effective must be clearly expressed in the charter. So that whenever an incorporated company, in any action, asserts a right against another person based upon an assumed franchise or power, the person against whom the right is so asserted may, as a defense, deny 1 Omaha Horse Ry. Co. v. Cable Tramway Co., (1887) 30 Fed. Rep. 342, where the plaintiff by its charter was given in 1867 the exclusive franchise of constructing and operating "horse-railways" in the city of Omaha for fifty years. The defendant, under a city ordinance of 1884, undertook to lay a cable tramway; and plaintiff sought for an injunction, contending that, at the date of its grant "horse railway" meant street railway" (cable roads being then unknown), and therefore its grant covered that form of railway communication; but it was held that all grants of franchises belonging to the public, and especially those giving monopolies, should be strictly construed against grantees, and that the injunction should not be granted; and that, even if the grant of the "horse-railroad" franchise meant a grant of the " street-railroad" franchise in the contemplation of the parties, yet a grant of a monopoly contemplated only such forms of transportation as were then known and in existence, not such as might subsequently be devised and used. In the same case it was held that a prohibition in the plaintiff's charter against the running of locomotives or cars propelled by steam, or the cars of any other company over its tracks, did not have the disjunctive force of granting to the plaintiff a monopoly of every form of streetrailroad transportation except that of cars drawn by engines, but rather is an extra precaution on the part of the legislature to guard against the possibility of a railroad company running its cars over the tracks of the plaintiff. A claim by a gas company that its charter entitles it to a monopoly can be maintained only upon a strict construction of the charter. All presumptions are against the claim. Jersey City Gas Light Co. v. Consumers' Gas Co., 40 N. J. Eq. 427. The Pennsylvania general incorporation act of 1874, permitting the incorporation of companies for "the manufacture and supply of gas, or the supply of light and heat to the public by any other means," is held not to authorize the creation of a corporation for the purpose of supplying "natural gas" to consumers; but it has been decided that a charter granted for the purpose of supplying "heat . . . by means of natural gas" was not necessarily void. Emerson v. Commonwealth, 108 Pa. St. 111. 2 Providence Bank v. Billings, 4 Pet. 514; Salt Co. v. Saginaw, 13 Wall. 373; Minot v. Philadelphia, W. & C. R. Co., "The Delaware R. Co. Tax Cases," 18 Wall. 206, 225; Tucker v. Ferguson, 22 Wall. 527; New Jersey v. Yard, 95 U. S. 104; Hoge v. Richmond & D. R. Co., 99 U. S. 348; Union Passenger Ry. Co. v. Philadelphia, 101 U. S. 539; Memphis Gas Light Co. v. Shelby Tax District, 109 U. S. 398; Southwest R. Co. v. Wright, 116 U. S. 231; Vicksburg, etc. R. Co. v. Dennis, 116 U. S. 668; Tennessee v. Whitworth, 117 U. S. 139, 148. the existence of such franchise or power. The policy of the law is to regard with disfavor any claim to exclusive privileges and franchises. Thus an act in the usual form, incorporating a bridge company, not explicitly granting any exclusive privileges, and containing no agreement by the State not to permit other bridges in competition, can not be construed, by implication, to prevent the State from subsequently granting a charter to another company for a competing bridge.' And where there is no contract in the charter of a turnpike company that prohibits the legislature from authorizing the construction of a rival railroad, the construction and operation of the railroad are not the subject of legal redress.* If, however, the legislative intent to confer an exclusive privi1 City of Zanesville v. Zanesville Gas-Light Co., (Ohio, 1890) 23 N. E. Rep. 55. 2 Ruggles v. Illinois, 108 U. S. 536; Wright v. Nagle, 101 U. S. 791. Cf. New Orleans Gas Co. v. Louisiana Light &c. Co., 115 U. S. 650. A gas company incorporated under Ohio Stat. (1 Swan & C.) 271, for supplying gas to the streets and private houses of a city, has been held to acquire no vested rights thereby of which it would be deprived without due process of law, by the city's erecting its own gas works. State v. City of Hamilton, (Ohio, 1890) 23 N. E. Rep. 935. A company having the exclusive right to furnish a city with electric light and heat, which allows its stock to be purchased by the president of the gas and water company operating in the same city for the purpose of destroying competition, and which is operated in the interest of the latter company, is guilty of a fraud on the public, and, as equity deals only with conscionable demands, is not entitled to have another company restrained from furnishing the city with electric light and heat. Appeal of Scranton Electric Light & Heat Co., (1888) 122 Pa. St. 154. The contract in a charter of a company, authorizing it to construct a railroad between two points, in which the legislature pledged itself not to allow, for a certain time, any other railroad to be constructed between the same points, or for any portion of the distance, the probable effect of which would be to diminish the number of passengers traveling between those points upon the road authorized, is not impaired by authorizing a company, whose road struck the first at nearly right angles some distance from one of its termini, to extend its road to that terminus; and an injunction will not be granted to prohibit the building of such extension. Richmond, Fredericksburg & P. R. Co. v. Louisa R. Co., 13 How. 71. 3 Charles River Bridge v. Warren Bridge, 11 Pet. 420. 4 Washington &c. Turnpike Co. v. Maryland, 3 Wall. 210. But if the charter contains such a contract, the breach of it on the part of the State furnishes no excuse for the neglect of the company to repair its road, while, at the same time, it insists upon collecting the tolls. Washington &c. Turnpike Co. v. Maryland, 3 Wall. 210. lege or franchise be clearly expressed in the charter of the corporation or in a statute amendatory thereof, the grant will be sustained by the courts as a contract which the State can not impair. Thus where the legislature gives to one company all the rights and privileges of another, a provision in the charter of the latter that no other bridge should be built within two miles becomes a part of the charter of the former. And a charter to another company authorizing it to construct a bridge within the prohibited distance is a plain violation of the contract which the legislature made with the former company, and as such is in contravention of the federal constitution. Although a State may give an exclusive right, for the time being, to particular persons or to a corporation, to provide a stock landing and to establish a slaughter-house in a city, it has no power to continue such right so that no further legislature, nor even the same body, can repeal or modify it, or grant similar privileges to others. The constitution of New York prohibits the legislature from passing any private or local bills granting to any corporation the right to build railways or any exclusive privilege or immunity. And it has been held that this inhibition is not to be evaded under pre 1 New Orleans Gas Co. v. Louisiana Light &c. Co., (1885) 115 U. S. 650; Louisville Gas Co. v. Citizens' Gas Co., 115 U. S. 683; New Orleans Water Works Co. v. Rivers, 115 U. S. 674; Ruggles v. Illinois, 108 U. S. 536; Wright v. Nagle, 101 U. S. 791. A ferry franchise is property with which no one may interfere, any more than with other property, the owner of the franchise not having abandoned it. Galconda v. Field, 108 Ill. 419. But one may ferry his own property across the river in his own boat, although within the limits of an exclusive ferry privilege. Alexandria, Warsaw &c. Ferry Co. v. Wisch, 73 Mo. 655, s. c. 39 Am. Rep. 535. Upon a suit to recover damages to plaintiff's ferry franchise, caused by the erection of a bridge near the ferry, it is proper to esti |