14 Cal. 544; 1876, Grant v. Henry Clay, etc., Co., 80 Pa. St. 208; 1878, National Bank v. Whitney, 103 U. S. 99; 1883, Hovelman v. Kansas City, etc., Co., 79 Mo. 632; 1884, Alexander v. Tolleston Club, 110 Ill. 65; 1886, Baker v. North West, etc., Loan Co., 36 Minn. 185; 1889, Fritts v. Palmer, 132 U. S. 282; 1893, Prescott Nat'l Bank v. Butler, 157 Mass. 548; 1898, Rogers v. R. Co., 33 C. C. A. 517, 91 Fed. Rep. 299; 1898. South & N. A. R. Co. v. Highland Ave., etc., 119 Ala. 105, 24 So. Rep. 114; 1898, Chapman v. Iron Clad R. Co., 62 N. J. L. 497, 41 Atl. Rep. 690; 1898, Bishop v. Kent & Stanley Co., 20 R. I. 680, 41 Atl. Rep. 255; 1898, Miller v. American Tobacco Co., 55 N. J. Eq. 352, 42 Atl. Rep. 1117; 1899, Union Trust Co. v. M. L. H. Co., 189 Pa. St. 263, 42 Atl. Rep. 129; 1899, Murphy v. Arkansas & L. L. & I. Co. (C. C. Ark.), 97 Fed. Rep. 723; 1899, Colorado Springs Co. v. Am. Pub. Co. (C. C. A. Colo.), 97 Fed. Rep. 843; 1899, International B. & L. Assn. v. Wall, 153 Ind. 554, 55 N. E. Rep. 431; 1900, Burke Land & L. S. Co. v. Wells F., etc., Co., Idaho 60 Pac. Rep. 87; 1900, City of Spokane v. Amsterdamsch T. K., 22 Wash. 172, 60 Pac. Rep. 141.

--

Late cases hold also that the state will not object except when some special public interest is injuriously affected: 1836, State v. Essex Bank, 8 Vt. 489; 1860, Bissell v. Mich. So. R. Co., 22 N. Y. 258, 289; 1879, State v. Oberlin B. & L. Assn., 35 Ohio State 258; 1889, State v. Minnesota Thresher Co., 40 Minn. 213; 1890, People v. North River S. R. Co., 121 N. Y. 582, supra, p. 100; 1890, Martin v. Niagara Falls Co., 122 N. Y. 165; 1892, Oliver v. Gilmore (C. C. Mass.), 52 Fed. Rep. 562; 1892, Edgar Collegiate Institute v. People, 142 Ill. 363; 1896, State v. Janesville Water Co., 92 Wis. 496, 501; 1897, Illinois Health Univ. v. People, 166 Ill. 171; 1898, State v. National School of Osteopathy, 76 Mo. App. 439.

These two doctrines-that the state alone can complain, and that it will complain only when the public are injuriously affected-with the extension of the doctrine of implied powers indicated below, leave but little of the old doctrine of special capacities, and approximate to the doctrine of general capacity -an unwise extension in the writer's opinion.

Sec. 261.

ARTICLE II. CLASSES OF CORPORATE POWERS.

I.

Incidental powers-those tacitly annexed without any express words to every corporation duly created. These

are:

(1)To have perpetual succession during the period for which the corporation is created.

(2) To have a corporate name and to contract, to grant and receive, and to sue and be sued thereby.

(3) To purchase and hold real and personal property for the purposes authorized by the charter.

(4) To have and use a common seal.

(5) To make by-laws.

(6) To remove members or officers, under some circumstances, called the power of disfranchisement (in case of removal of members) and amotion (in case of removal of officers). 2 Kent Comm., 277, 278; 1 Blackstone's Comm., ch. 18. Supra, Warner v. Beers, p. 2; Thomas v. Dakin, p. 19; Sutton's Hospital Case, p. 264; and the cases following, under the next title.

Sec. 262.

2. Express powers, such as are specifically enumerated in the charter or general law, and constitutionally granted therein, together with such as are lawfully inserted in the articles of incorporation.

3. Implied powers, such as are reasonably necessary or proper for the execution of the powers expressly granted, and not expressly or impliedly excluded.

THE PEOPLE v. THE PULLMAN'S PALACE CAR COMPANY.1

1898. IN

THE SUPREME COURT OF ILLINOIS. 175 Ill. Rep. 125-182.

[Quo warranto against the car company specifying twenty-five usurpations of power by the defendant, justifying as alleged a forfeiture of the corporate franchises. Pleas were put in by the defendant alleging other facts by way of answer to the complaint. Demurrers to the various pleas admitted the allegations of fact.]

BOGGS, J. A corporation in our state has its existence by virtue of the enactment, general or special, of the law-making power. The appellee corporation was created by a special act of the general assembly. The only difference between a corporation organized under a general law and one created by a special statute is, "that in the former we look to the certificate of the promoters, while in the latter we look to the special statute to ascertain the scope of the powers of the corporation." The rule for construing the instruments must necessarily be the same, viz., the powers specifically enumerated, and such other powers as are incidental or necessary to carry those powers into effect, but none others may be exercised by the corporation. Rockhold v. Canton Masonic Benevolent Society, 129 Ill. 440.

The enactment creating the appellee corporation is the full measure of its power. In order to enable it to carry into execution the powers thus conferred it may exercise other powers, known to the law as incidental or implied powers. Implied powers exist only to enable a corporation to carry out the express powers granted—that is, to accomplish the purpose of its existence and can in no case avail to enlarge the express powers, and thereby warrant it to devote its efforts and capital to other purposes than such as its charter expressly authorizes, or to engage in collateral enterprises not directly but only remotely connected with its specific corporate purposes. power which the law will regard as existing by implication must be one in a sense necessary—that is, needful, suitable and proper to accomplish the object of the grant-and one that is directly and immediately appropriate to the execution of the specific powers, and not one that has but a slight, indirect or remote relation to the specific pur1 Facts sufficiently stated in the opinion. Arguments and much of the prevailing and dissenting opinions omitted.

A

poses of the corporation. Illinois Conference Female College v. Cooper, 25 Ill. 133; Caldwell v. City of Alton, 33 Ill. 416; Chicago, Pekin and Southwestern R. Co. v. Town of Marseilles, 84 Ill. 643; Chicago Gas Light Co. v. People's Gas Light Co., 121 Ill. 530; Mott v. Danville Seminary, 129 Ill. 403; People v. Chicago Gas Trust Co., 130 Ill. 268; North Side R. Co. v. Worthington (Tex.), 30 S. W. Rep. 1055; Field Corporations, §§ 53, 54; IV Thompson Law of Corp., $ 5638; 2 Beach Private Corp., $ 385; Green's Brice's Ultra Vires, 88, 89.

Keeping these definitions as to implied powers in view, we may proceed to determine whether the acts set forth in the pleas are within or beyond the measure of power possessed by the appellee company.

It appears from the averments of those pleas which are intended to answer the allegations of the information set forth hereinbefore as Nos. 2, 3, 4, 5, 6, 7, 8, 9, 10, 11, 12, 13 and 24, that the defendant company about the year 1880 acquired and now holds a certain tract of land containing about eighty-three acres, on a portion of which, in the year 1880-at least not later than 1882-it caused to be constructed. a large number of dwellings and tenement houses, some of the height of two stories and others three stories in height; that the total number of such buildings is twenty-two hundred, and that it has laid out and now maintains the usual and necessary streets and alleys to afford the tenants to whom it rents said dwellings and tenement houses the proper and usual means of ingress and egress to and from their homes and places of business; that it now rents said dwellings and tenements to its employes; that upon the same plat of ground upon which said dwellings and tenements stand and where said streets and alleys are located, it caused to be erected a number of school-houses, a church edifice, a hotel, a large building called "The Arcade," in which are a number of rooms, some of which were constructed to be rented for dry goods, grocery and other retail stores, and other of the rooms were built for school, lecture and theatre rooms and for the use of religious congregations for church purposes, and that it now rents. the rooms in said "Arcade" for the various purposes for which they were intended when built; that it has also constructed on the same plat of ground a large building called "Market Hall," the lower floor whereof it caused to be fitted up for meat and vegetable markets, and it has rented and now rents them to retail dealers in such articles of food, and the upper floor is a large hall where concerts, dances and other entertainments may be given, and is rented by it for such purposes; that it maintains a system of water-works and sewers and a gas plant, and for a consideration supplies those who inhabit its houses with water, light and heat.

Manifestly the acts of the corporation which have resulted in the creation of this town or city and its acts in connection with the streets, alleys, dwellings, tenements, school, church and business houses, water system, sewerage, heat, etc., which the plea admits it was performing at the time of the filing of the information, can not be regarded as the exercise of powers expressly given. Can they be justi

fied as the proper exercise of powers incidental to the express powers possessed by the corporation, or by the provision in the sixth clause of the charter that it may be lawful for the corporation to acquire and hold such real estate as may be deemed necessary for the successful prosecution of its business? The declaration of the sixth clause is not that the company may acquire and hold such real estate as it or its directory may deem necessary, but such as may be deemed necessary to the successful prosecution of its business. The true meaning of this clause is not that the company or its governing body is vested with unlimited and unbridled power to acquire and hold such real estate as it may deem necessary, but with power to purchase and hold only such real estate as, under the rules of law, may be deemed necessary for the successful prosecution of its business. "The rule of construction, when any doubt arises out of any language employed in such a charter, is, that every power that is not clearly granted is withheld, and that any ambiguity in the terms of the grant must operate against the corporation and in favor of the public." (American Trust Co. v. Minnesota and Northwestern Railroad Co., 157 Ill. 641 ; Illinois Health University v. People, 166 Ill. 171.) "Irrespective of the operation of statutory restrictions, it is a settled principle of American jurisprudence that a corporation can not take and hold land except in so far as reasonably necessary to carry out the objects of its creation. These bodies, which never die, are not allowed, against the objection of the state, to take and hold land for purposes wholly foreign to the purposes for which the state endowed them with corporate existence and the power of perpetual succession." 5 Thompson's Law of Corp., § 5772.

This court has declared that it is against the public policy of this state to allow corporations to own real estate beyond what is necessary for the transaction of their corporate business, or such as is acquired in the collection of debts. (Carroll v. City of East St. Louis, 67 Ill. 568; United States Trust Co. v. Lee, 73 Ill. 142.) And in furtherance of this declared public policy statutes have been enacted by the general assembly, requiring all corporations which have acquired lands in the collection of debts to sell and dispose of all that is not necessary to the purposes of the corporation, and providing remedies designed to coerce compliance with such requirements. Revised Statutes, section 517, chapter 32, entitled "Corporations."

With a view of showing that the situation at the time justified the course pursued by the company, and was sufficient to invest it with the legal right to pursue such course, the appellee company filed pleas averring, in substance, as follows: That after it had been for several years in the exercise of the powers conferred by its charter, its business increased to such an extent that it became necessary for it to build large and extensive shops in which to manufacture cars; that a large amount of land was necessary on which to locate such shops; that it was decided to locate and build said shops in the county of Cook, in or near the city of Chicago, where its general offices and headquarters were, and where its principal officers resided; that it found that it

could not acquire a sufficient amount of land upon which to erect said shops within the city of Chicago on account of the high price of land in said city; that after diligent and careful inquiry as to the price of land and the means of access thereto, it decided to build its shops where they are now situated.

*

[It is claimed that]: "Accordingly, in the exercise of its best judgment, appellee selected and purchased about 350 acres of land situated upon the shores of Lake Calumet, fourteen miles distant from its offices and ten miles beyond the then limits of the city of Chicago. The land at that time was practically an unoccupied waste. It was surrounded for a very considerable distance in all directions save toward the lake, by farming and unoccupied lands. There were no convenient places where employes of the company could find homes or dwelling places. The construction of the manufactory therefore involved, not the expediency simply, but the necessity, of providing places suitable for the occupancy of those who were to do its work. The manufactory and the homes for the workmen were mutually and equally necessary to the success of the enterprise. The power to manufacture cars' was barren without the other charter power 'to purchase, acquire and hold such real estate as may be deemed necessary.' It was only by the combination of the two-by their exercise together, in the manner which has been described-that the object of the charter, 'the successful prosecution of their business,' could be accomplished. Accordingly, the exercise of these powers was undertaken cotemporaneously. The construction of the works and the construction of the dwelling places of those who were to operate them was undertaken at the same time and as a part of a single, harmonious scheme. Two years of time and the labor of 4,000 men transported daily to and fro between Chicago and the point of location, were devoted to the work. At the expiration of that time the result appeared in the completed structures of a manufactory giving employment to 5,000 persons, and in its immediate vicinity dwelling houses sufficient in number for the comfortable occupancy of a large part of these persons with their families and those dependent upon them, with the necessary school-houses for the education of their children, churches for their religious instruction, stores and shops where the necessaries of life could be procured, halls suitable for lectures and social entertainments-all so arranged with such accessories of streets, parks and other provisions, as to minister not simply to the necessities, but also to the comfort and well-being of those who might be employed."

The averment of the plea the corporation was obliged to construct such houses and tenements is but the statement of a conclusion, and we find the facts pleaded do not justify such a deduction. No reason existed, nor do we find in the pleas even a suggestion that there was reason or ground, for the apprehension that individual enterprise and private capital would not at once, after the purpose and intention of the corporation became known, provide all necessary dwellings and tenements for the accommodation of the workmen, or that the wants 59-WIL. CASES.