disobedience of the master's order, by negligence, fraud, deccit, or even wilful misconduct so long as it was in the course of the employment: Browne, Dom. Rel. 136.

The master is not liable for a wrongful, wilful, and unlawful, act of his servant toward a third person, although the servant professes to be acting in the master's employment, if the act is entirely independent and outside of and having no proper connection with the employment: Browne, Dom. Rel. 138.

A master is ordinarily liable to answer in a civil suit for the tortious or wrongful acts of his servants if those acts are done in the course of his employment in his master's service. The maxims applicable to such cases being respondeat superior and qui facit per alium, facit per se: Smith, Master and Servant, 322.

This rule is universal in its application and whether the act be negligent, fraudulent or deceitful, or even an act of positive malfeasance or misconduct, if done in the course of his employment, the master is responsible civiliter to third persons: Story, on Agency, 452; Paley, on Agency, 294; Pothier, on Oblig. (Evans) 456.

In conclusion, I will cite the following rule laid down by the eminent Judge Cooley, cited with approval by the Supreme Court of Louisiana in the case of Williams v. Palace Car Co., supra: “It will readily occur to every mind that the master cannot, in reason, be held responsible generally for whatever wrongful conduct a servant may be guilty of. A liability so extensive would make him guarantor of the servant's good conduct, and would put him under a responsibility, which prudent men would hesitate to assume."

PATRICK C. B. O'DONOVAN.

Dewey et al. v. TOLEDO, A. A. & N. M. Rr. Co.' SUPREME COURT OF MICHIGAN.

The purchase by a railroad company of stock in another company whose line is not parallel, for the purpose of acquiring the latter's right of way, is valid under How. (Mich.) Stat., 3403, authorizing any railroad company which had in good faith entered upon the construction of its road and become unable to complete the same, to sell the road and its rights and franchises to any other railroad company not having the same terminal points and not being a competing line.

THE POWER OF ONE RAILROAD COMPANY TO PURCHASE STOCK

IN ANOTHER.

The rapid tendency towards consolidation of smaller .ailroad companies into great systems, now progressing in the United States, makes the question of the legality of a course not unfrequently practiced for such a purpose, one of much interest.

A corporation is a creature of the Act of Incorporation and as such has no other powers than are expressly granted or are necessary to effect the ends and objects of its existence. The charter being a contract between the public and individuals must be strictly construed. Each right the corporation possesses need not be specially enumerated, but no authority can be inferred other than for purposes directly conferred: The New Orleans, etc., Co. v. Dock Co., 28 La. Ann. 173; Franklin v. Lewiston Institution for Savings, 68 Me. 43.

'Reported in 51 N. W. Rep. 1063.

The right of a railroad company over its funds cannot be construed according to the rules applicable to literary, scientific and religious corporations. Such corporations require authority to invest their money in order to maintain themselves and preserve whatever may be given them. In such charters the power, if not expressly mentioned, is implied, that they may successfully engage in the enterprises for which they are organized and render what funds they have productive.

At common law the directors of one railroad company have no authority to invest their capital or profits in the stock of another. Railroad corporations are chartered to transport passengers or merchandise, and are bound to apply all the monics and property of the company for that purpose. Investing their funds in that of other corporations is not within the scope of the business for which they are incorporated: Munsell v. Midland, ete., R. R. Co. (1863), 1 H. & M. 130; Woods . Memphis, etc., R. R. Co., 5 Ry. & Corp. L. J. 372; Hazelhurst . The Savannah, etc., R. R. Co., 43 Ga. 13; Haver v. New York, etc., R. R. Co., 19 Abb. N. Cas. 456; MacIntosh v. Flint, etc., R. R. Co., 34 Fed. Rep. 582; The Central, etc., R. R. Co. v. The Penna. R. R. Co., 36 N. J. Eq. 475; Solomens 7. Laing, 12 Beav. 339; The Great Northern Ry. Co. v. The Great Eastern Counties Ry. Co., 21 L. J. Ch. 837; The New Orleans, etc., Steamship Co. v. Ocean Dry Dock Co., 28 La. Ann. 173; The Great Western Ry. Co. v. The Metropolitan Ry. Co., 32 L. J. Ch. 382; Milbank v. New York, etc., R. R. Co., 64 How. Pr. 20.

"Every charter of a private corporation is a contract, first between the State and the corporation—to which each is solemnly bound—the State that it will not impair the obligation— the corporation that it will perform the objects of its corporation and keep within the powers granted to it; secondly, between the stockholders themselves. The stockholders are bound to consent to the management of the affairs of the corporation by the majority, and by the by-laws which the majority makes. And the whole on the other hand agree with each other that they will apply the funds of the company to the

objects and purposes of the charter and not otherwise. Both as between the State and the corporators, the law of this contract is the charter. The State has granted to it no rights and the individual stockholders have clothed it with no rights, except such as are clearly and expressly set down in the charter: Central R. R. Co. v. Collins, 40 Ga. 582.

State constitutions sometimes contain express prohibitions against the purchase of stock in other roads. On the other hand, single companies are occasionally authorized to do so by their charters and in other instances, general law; Zabriskie v. R. R. Co., 23 How. (U. S.) 381; or special Acts; Mayor of Balto. v. Balto., etc., R. R. Co., 21 Md. 50; confer the power.

If one railroad company may, at its option, buy the stock of another it undertakes a new contract not contemplated by its charter: Hazelhurst v. The Savannah, etc., R. R. Co., 43 Ga. 13.

It is no answer that the action of the directors is of benefit or profit to the shareholder seeking to prevent the purchase. Whether it is to his interest, is for him to judge. He has a legal right to insist that the company shall be kept within the legitimate scope of the charter: Elkins v. Camden, etc., R. R. Co., 36 N. J. Eq. 5; Central R. R. Co. v. Collins, 40 Ga. 582.

Power expressly granted to a railroad company to maintain the road does not authorize a purchase of stock in a rival road because such purchase is necessary to its self preservation.

The Central Railroad Company was given by its charter power to "have, purchase, receive, possess, enjoy and retain to them and their successors, lands, rents, tenements, goods, chattels and effects, of whatsover kind, nature and quality, the same may be, and to sell, grant, demise, alien or dispose of the same." It was argued that such an indefinite grant authorized them to purchase and hold any kind of property necessary to protect the road, and was not precluded such a construction by a proviso restricting the power to such lands as it might acquire in satisfaction of debts and such as might be necessary and proper for laying, building and sustaining the railroad. In reply it was said by the court, "To give these words the meaning contended for would be to make the Central Railroad

and Banking Company a corporation for any purpose whatever. It might engage in whatever enterprise that the cupidity of its directors or their fancy or folly might suggest to them."

"What does a grant to maintain and sustain a railroad include? Can it in any fair sense be construed to authorize the engaging in any other enterprise which will extend the business or lessen the rivalries of the company. The 'maintaining and sustaining' of the road has reference to keeping it in repairs, supplying it with machinery and such like acts and not to projects for extending its business, by schemes and enterprises not contemplated and expressed in clear, unambig uous terms by the charter itself:" Central R. R. Co. v. Collins, 40 Ga. 582. Sce contra: Ryan v. The Leavenworth, etc., R. R. Co., 21 Kan. 365; Atchison, etc., R. R. Co. v. Cochran, 43 Kan. 225. Sec, however: Penna. R. R. Co. v. Com., 7 Atl. Rep. 368.

The General Railroad Laws of Michigan provide that one railroad corporation may subscribe to the capital stock of any other railroad company organized under the said Act with the consent of the latter; and by other provisions, one railroad company is authorized to aid another having an unfinished road, and to make running arrangements; and where their lines are connected to enter into arrangements for their common benefit, consistent with and calculated to promote the objects for which they were respectively created. In MacIntosh v. Flint, etc., R. R. Co., 34 Fed. Rep. 582, it was decided that these statutory provisions did not authorize one company to acquire the stock and franchise of another completed company.

A company having authority to purchase a limited number of shares in another cannot increase its holding: Solomens v. Laing (1849), 12 Beav. 339; The Great Western Ry. Co. v. The Metropolitan Ry. Co., 32 L. J. Ch. 382.

Since chancery will enjoin acts of this character, so will it decline to lend its aid where, by so doing, it would give effect to them: The Great Northern Ry. Co. v. The Great Eastern Counties R. R. Co., 21 L. J. Ch. 837; The Great Western Ry. Co. v. The Met. Ry. Co., 32 L. J. Ch. 382. In this latter case the company had been authorized by Parliament to hold