Consolidation. 
875 
provement for which sufficient compensation has been provided. " 1 
In England, the House of Lords, on appeal, established the 
broad doctrine “ that a contract not within the scope of the 
powers conferred on the corporation can not be made valid by 
the assent of every one of the stockholders, nor can it by any 
partial performance become the foundation of a right of ac¬ 
tion. ” 2 And the judge who rendered the decision in the case of 
Thomas vs. R. R. Co ., felt warranted in saying that this deci¬ 
sion of the House of Lords represents the decided preponderance 
of authority both in this country and in England, “and is based 
upon sound principle. ” 
“The rights, privileges and franchises of the corporation can¬ 
not be sold unless authorized by the legislature. ” 3 
“ Any individual share-holder can enjoin a corporation of 
which he is a member from misapplying its funds or from ex¬ 
ceeding its authority. ” 4 
“ The rights, privileges, and franchises of a corporation are 
created by the sovereign power of a state — and are in fact a 
part and parcel of it — and on grounds of public policy, 
therefore, they cannot be bought and sold or bartered away like 
goods and chattels. ” 5 
These quotations show plainly that, unless all the stockhold¬ 
ers favored it, the legality of consolidations could seriously be 
drawn into question. A number of Wisconsin charters, or 
charter amendments, provided for consolidation, and in those 
oases the right could not be questioned so long as the provision 
granting it had not been repealed. Whether or not the act of 
1857 was constitutional — which seems very doubtful — is of little 
moment to us. The quotations here given, bearing upon that 
question, are given mainly with a view of throwing a valuable 
side*light on the nature of railroad charters, and from such a 
standpoint they are intensely interesting. However, the legal¬ 
ity of consolidations has most frequently been questioned on the 
1 Ibid. 
Quoted Ibid ., p. 33, from Thomas vs. R. R. Co., 101 United States, 71. 
3 Anthony’s Argument, p. 63; quoted from 25 Ill., 357. 
4 Ibid., p. 123. 
6 Ibid., p. 143. 
