"construction in all such cases, is now fully established to be "this: That any ambiguity in the terms of the contract, must "'operate against the adventurers, and in favor of the public and "the plaintiffs, can claim nothing that is not clearly given them "by the act."" * * * * Borrowing, as we have done, our system of jurisprudence from the English law, and having adopted in every other case, civil and criminal, its rules for the construction of statutes, is there anything in our local situation, or in the nature of our political institutions, which should lead us to depart from the principle where corporations are concerned? Can any good reason be assigned for excepting this particular class of cases from the operation of the general principle; and 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? We think not-and it would present a singular spectacle, if, while the courts in England are restraining within the strictest limits, the spirit of monopoly and exclusive privileges in the nature of monopolies, and confining corporations to the privileges plainly given to them in their charter, the courts of this country should be found enlarging these privileges by implication, and construing a statute more unfavorably to the public, and to the rights of community, than would be done in a like case in an English court of justice. In the case of Winter v. The Muscagee R. Co., 11 Georgia, 438, the court said that, "corporations can exercise no power over the "corporators, beyond those conferred by the charter to which they "have subscribed, except by obtaining their agreement and con"sent." The powers and provisions of a charter of corporations, are, as Judge SELDEN said once in regard to penalties: "Strictissimi juris to be enforced when they clearly exist, but "never to be sought after or arrived at by an interpretation which "is either strained or unnecessarily rigid." See- Newhall v. Gal. & C. U. R. R. Co, 14 Ill. 275. Said Judge BREESE, in the case of Petersburgh v. Metzker, 21 Ill., 205: "The powers of all corporations are limited by the grants in their charters, and cannot be extended beyond them." 66 Corporations possess only jura minorum. They have not the power of contracting on all subjects, like persons of full age, sui juris. They have only just such powers as are conferred on them by the charter, and no more. Seibrecht v. New Orleans, 12 La. Ann. 496. Sce, also Smith v. Morse, 2 Cal. 524. In the case of the Pennsylvania Railroad Company v. Canal Commissioners, 21 Penn. State Rep. 9, BLACK, C. J., said: "It may be, that the privileges which the relator claims, might "arise by implication out of their charter, or some other of the "acts cited by their counsel, if we were at liberty to give to them "the broad construction which we sometimes apply to other laws "of a different character. But corporative powers can never be "created by implication, nor extended by construction. No privilege is granted, unless it be expressed in plain and unequivocal "words, testifying the intention of the legislature in a manner too "plain to be misunderstood. 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 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, 66 "and every resolution which springs from doubt, is against the corporation. This is the rule sustained by all the courts in this coun66 try and in England. No other has received the sanction of any "authority to which we owe much deference. This court has as"serted it times without number. We have ruled five or six im"portant cases upon it within the last year. We seem not to have "made much impression on the professional mind, and we are "probably making as little now. But when respectable counsel " call on us hereafter, (as they doubtless will,) to enlarge corporate powers by construction, we can only repeat, again and again, "that our duty imperatively forbids. The privileges of the Penn"sylvania Railroad Company may be too rigidly restricted. If "the usefulness of the company would be increased by extending "them, let the legislature see to it. But let it be remembered that "nothing but plain English words will do it." See, also- The President of Jacksonville College v. Mc- To show how strictly corporations are held to the very letter of their charter, it is only necessary to refer by way of a novel illustration to the case of the Auburn & Cato Plank Road Company v. Douglass, 5 Selden, 451, which was a suit brought by the plank road company against the defendant, praying for an injunction and for damages, because he, the defendant, had thrown open his premises on each side of the plank road, near the toll-gate, so that persons could pass around it if they saw fit. The court, in deciding this case say, "If the extent of the plaintiff's franchise is to be determined by the terms of their charter, then all the rights they have is, to acquire the right of way for their road, lay down their plank and set up a toll gate and receive tolls. There is not a word in the plank road law giving them an exclusive privilege whatever, or any right as against the adjoining proprietors. Do they take such rights by implication?" The court then say: "It involves the great question, whether acts of the legislative power, conferring special privileges and parceling out the sovereign rights of the people, are to be construed strictly according to their terms, or liberally with a view to make the grant as beneficial as possible to the grantee; whether corporations are to be content with what is expressly conceded to them by their charters, or are to encroach beyond the terms of those charters upon the legislative power, and upon the rights of individuals, and to take by implication whatever may be necessary or convenient for the exercise, or essential to the value of, their corporate rights"—and they decide that nothing is given by implication. 2. Effect of clause in a charter of a corporation declaring the act public. Shelford on R. vol. 1, p. 88. If an act of parliament be of a private nature it does not derive any additional weight or authority from having a clause declaring it to be a public act. The usual clause for effecting this is, "that "this shall be a public act and shall be judicially taken notice of "as such." It must still be construed as a private act, the only object of the proviso making it a public act, is that it may be judicially taken notice of, and to save the expense of proving an attested copy. Such acts, passed on the petition of individuals, are to be construed as private agreements between parties. (3 Bos. & P. 565 8 T. R. 468, 2 T. R. 705, 2 Bl. Com. 346. A local act with a clause declaring it to be a public act, and that it shall be taken notice of as such by all judges, &c., without being specially pleaded, need not be proved either to have been examined with the parliament roll, or to have been printed by the king's printer. (Woodward v. Cotton, 1 C. M. & R. 44; Beaumont & Mountain 10 Bing. 105, 4 M. & Scott 177; see Brett v. Beales, Moo. & M. 421.) A local act of parliament, though containing a clause making it a public act, is not public notice of its powers over land therein mentioned. (Ballard v. Way, 1 Mees. & W. 520; 2 Gale 61.) Whether an act of parliament is to be deemed a public act, binding on all the queen's subjects, or merely a private act, de pends upon the nature and substance of the case, and not upon the technical consideration whether the act does or does not contain a clause that it shall be deemed a public act. Paver, 5 Hare 415.) (Dawson v. On the effect of an act conferring private rights, although declared to be a public act, see Prince's Case 8 Rep. 1; Perchard v. Haywood 8 T. R. 468; Hesse v. Stevenson 3 Bos. & P. 565; Perry v. Skinner, 2 Mees. & W. 471; 19 Vin. Abr. Tit. Statute (D) pl. 5 p. 500.) Statutes relating to subjects in which the public at large are interested are to be expounded largely and beneficially for the purposes for which they are enacted; while statutes which are applicable to private grants to individuals, of powers and privileges conferred and to be exercised with a special reference to their own advantages, although involving in their exercise incidentally benefits to the community, generally are to be construed strictly as against the grantees. (Bradley v. New York and New Haven Company 21 Conn. 194. 66 3. Ambiguous words. In the case of Morgan v. Commissioners of Miami Co., 2 Black (U. S.) 723, Judge Wayne said that "neither privileges, powers nor authorities can pass, unless they are given in unambiguous "words, and that an act giving special privileges must be construed "strictly." 66 SHELFORD, in his work on Railways, vol. 1, p. 82, says: Ambiguous words in a private act of parliament incorporating a public company are to be construed against the company and "in favor of private property. (Scales v. Pickering 4 Bing. 448, "1 M. & P. 495.) Where by a statute a special authority is delegated to particular persons affecting the property of individuals, |