
    *The President and Trustees of the Medical College of Ohio v. Philip Zeigler and others.
    1. An act of the general assembly of this state, passed March 21,1851, appointed certain persons therein named, trustees of the Medical College of Ohio, gave them corporate powers, and, to enable them to raise the necessary funds for the erection of a suitable college building, authorized them to mortgage the property known as the Medical College of Ohio. In the same section, among other provisos, was the following clause: “and provided* moreover, that the premises so authorized to be mortgaged, shall ever be occupied and used for the purposes of a medical college, as contemplated by the acts relating to the Medical College of Ohio.”
    2. Upon a suit brought for the foreclosure of mortgages executed in pursuance of the power thus conferred: Held, that said proviso is mandatory upon the corporation only, limiting its discretion in regard to the uses to which its buildings and property should be applied, so long and so far as the same should continue in the ownership and control of the body corporate; and was not intended to limit or qualify the general power of mortgaging, conferred by the act.
    Error to the Superior Court of Cincinnati.
    The president and trustees of the Medical College of Ohio, being seized in fee simple of certain real estate in the city of Cincinnati, described in the pleadings, issued their bonds for the purpose of raising money to erect a college-building thereon, and, to secure the payment of the bonds, executed four mortgages upon the real estate, which were duly recorded in the proper records in Hamilton county. The first was dated May 1,1851, and given to secure forty bonds for $500 each, payable May 1,1861, with interest at the rate of ten per cent, per annum. The second was dated November 1,1851, and given to secure forty bonds for $500 each, payable November 1, 1861, with interest at the same rate. The third was dated November 1,1852, and given to secure twenty bonds for $500 each, payable May 1, 1861, with interest at the same rate. The fourth was dated November 1, 1854, and given to secure twenty bonds for $300 each, payable November 1, 1859, with like rate of interest.
    The object of the original petition of Philip Zeigler, and of the cross-petitions of the Cincinnati Equitable Insurance Company and the other bondholders, was to have the foreclosed 17 and the mortgaged premises sold, under the order of the court, to-pay the bonds.
    *To the petition of the plaintiff the corporation filed its answer, and amended answer, admitting the issue of the bonds, and execution of the mortgages securing the same, and the liability thereby imposed, but denying the right of the bondholders to a judgment for the absolute sale of the corporate property, on the ground that prior to the act of March 21,1851, the corporation had no power or authority to borrow money or execute a mortgage, and only derived such power by virtue of said act.
    “ That by virtue of said act it was empowered to borrow money,, and to execute a mortgage on its real estate, to secure the payment thereof, under certain conditions and ^imitations therein named, among which are these, to wit: ‘Provided, that in the event of a mortgage of said property, the proceeds thereof be appropriated to the erection of a building on the lot on which the present building-is erected, in which shall be taught regular scientific medicine, as-contemplated in the various acts creating the Medical College; and provided further, that no sale of said property, by reason of said mortgage, or otherwise, shall impair the right of the state to the-medical attendance now by law provided and required for the Commercial Hospital and Lunatic Asylum at Cincinnati: provided, moreover, that the premises so authorized to be mortgaged shall ever be occupied and used for the purposes of a medical college, as-contemplated by the acts relating to the Medical College of Ohio; and the professors and faculty of medicine hereafter so using and occupying said premises, shall always furnish medical and surgical attendance at the Commercial Hospital and Lunatic Asylum of Cincinnati, as required by the acts relating to the Medical College and said Commercial Hospital and Lunatic Asylum.’
    “ That said real estate, mortgaged as aforesaid, is all the real estate then and now owned by said college. • • • That the money borrowed on said bonds and mortgages was expended in the erection of a very large and substantial building, which covers the entire lot described in said mortgages; that the lower story of said building is divided into six store-rooms, each 72 feet long by 14 feet wide; that on the second floor there are eight rooms, six in front, each 14 *feet wide by 19 feet long; the other two are each 14 feet wide by about 42 feet long; that on the third floor there are three front rooms, 14 feet wide by 19 feet long, and one other room; and that none of the rooms so described are necessary to the business of the said Medical College.
    “ That the building also contains the following rooms, which are necessary for the business of the college, and without which the college could not be continued in the building, viz.:
    “ 1. The lower lecture room.
    “ 2. The amphitheater, or upper lecture room.
    “ 3. Two small rooms back of the lower lecture room.
    
      “4. The library room.
    “5. The museum.
    “ 6. The dissecting room.
    “ 7. The room in the attic story used by the professor of anatomy surgery, and obstetrics.”
    The corporation, in its answer, then asks that the parts of the building so alleged to be necessary for its corporate uses, may be excepted from any decree of foreclosure and sale which may be entered in the cause, and that its rights thereto may be established and saved by the court.
    Answers and cross-petitions were filed on behalf of many persons, holders of said bonds, and the same relief asked for by them as by the plaintiff.
    To the answers of the Medical College, a demurrer was filed and sustained, and a decree rendered by the Superior Court, sitting in special term, .for the sale of the property covered by the mortgages, without reservation to the corporation of any part thereof.
    To this judgment the defendant excepted, and filed a petition in error, in the general term of said court, to reverse it. In the general term, the judgment rendered at the special term was affirmed, and the Medical College now brings this action to reverse such judgment.
    Gholson, Caldwell, and Tilden, for plaintiff in error.
    
      Gholson, for the plaintiff in error, argued:
    1. The power to mortgage, conferred by the act of March 21, *1851, is limited. No disposition can be made of the premises mortgaged, that will exclude their use and occupation for the purposes of a medical college. What is not reasonably requisite for such uso, and no more, can be disposed ofunder the mortgage. The court can not reject the proviso of the act by which this is required, but must give it effect. 1 Ohio, 381, 385; 2 Ohio, 395, 398; 3 Ohio, 187, 193; 2 Ohio St. 147, 151; 11 Ohio, 134-136.
    2. There is no difficulty in making a division, as to the use and occupation of the college building. The general law recognizes such a division. 5 Ohio, 477, 478. Mere inconvenience will not suffice. “ The imperfection of a law will not render it void, unless it be so imperfect as to render it utterly impossible to execute it.” 17 Ohio, 409, 427.
    3. If there be insuperable difficulty in the execution of .the law, it should have been shown and clearly pointed out by the plaintiffs below. It is not a mere question of law, and could not be decided upon a demurrer to the answer.
    4. And if there were such difficulty, it is fatal to any execution of the power. It is not a grant with a condition subsequent, but a power to be executed in a mode prescribed. If it be impossible to execute the power in the prescribed mode, it wholly fails. A corporation is limited not only to the power granted, but to the mode of its exercise. I Ohio St. 37; 1 Ohio St. 27, 33.
    
      JRufus King, for defendants in error, argued:
    1. The leading purpose of the act of March 21,1851 (49 Local Laws, 295), manifestly was to enable the plaintiffs in error to “ mortgage ” this property. It confers no other power which they did not already possess. It is equally clear, from the second proviso, that a “ sale ” was intended to follow as a legal result and consummation of the mortgage.
    A mortgage and sale being expressly contemplated, and the whole object of the act being to obtain credit for the college, any construction which defeats these purposes must be avoided, if possible. We concur in the rule of construction claimed by plaintiffs’ counsel. But effect is to be given *to the main object of the act, rather than to its subordinate clauses.
    2. The plaintiffs had full power to contract this debt without the act of March 21,1851. Bank of Chillieothe v. Town of Chillicothe, 7 Ohio, pt. 2, 32. And the result of that decision is, that this property must have been subjected to pay it.
    3. The partition of so much of the building as is necessary for the college purposes, and the total exemption of that part from the mortgage and sale, which are claimed by the plaintiffs, are not warranted by the act itself. The proviso, which authorizes the leasing 
      of such parts of the building as are not necessary for the college-purposes, has no reference to the mortgage. Nor could any partition be made which would operate beneficially or reasonably-None can be imagined which will not involve the parties in perpetual and irreconcilable conflict. The case in 5 Ohio, 477, stands upon. contract. Here there is nothing in the act, nor in the mortgages, which furnishes any foundation for such a division, and the court is-asked to supply what the plaintiffs have failed to do for themselves.. Their mortgages apply upon the whole premises, without any reserve.
    4. The proviso that the premises shall “ ever be occupied and used-for the purposes of a medical college, as contemplated by the acts relating to the Medical College of Ohio,” etc., does not require nor imply that the premises are forever to be occupied by this, or by any particular medical college. A comparison of this with the kindred phraseology of the first proviso, shows that the authors of this-act were apprehensive that a sale of this building might divert it. from the uses of “regular scientific medicine, as contemplated in the ■ various acts creating the Medical College of Ohio,” and sought by these clauses to prohibit such a result. The act contains strong in- • ternal evidences that the intention of its authors, and of its awkwardly-contrived provisos, will be fully satisfied by this construe- ■ tion, and that the true reading of this proviso is, that the property shall never be occupied by any other than a college of regular-scientific medicine, as * contemplated by the -various acts creating • the Medical College of Ohio.
    
    The terms of this proviso are too indirect to bear out the idea. that it was intended to fasten this college perpetually to this locality. No such restriction was contemplated upon the existing-franchises of the plaintiffs.
    5. The proviso in question does not limit or interpose any condition upon the power to mortgage. If it operates as a condition at all, it can only be construed as a condition subsequent, arising after-the mortgage and sale, but not relating to the mortgage nor qualifying it. Yiewed as a condition, no one could enforce or take advantage of it but the plaintiffs themselves, they being sole owners ■ of the estate. But as a condition, its only effect is to reserve a right to use and occupy. This imposes no obligation upon the plaintiffs to stay there. They may remove their college at their own pleasure, without misfeasance or forfeiture. They may use and-occupy as long as they please, and depart at any time, according to their will or interest. What does the condition amount to, then, but this, that the plaintiffs were entirely at liberty to enjoy or relinquish its benefit at will. It can not be construed as tying them down to this spot.
    Having this right, and having not only omitted to reserve this use or occupancy in their mortgages, but having in absolute terms waived it, and pledged the property as a security to the full extent of their power and interest, upon what principle can it be said that they have not lost all right to set up this proviso as a defense ?
    And as no other party can take advantage of this condition subsequent, and the plaintiffs are estopped, there seems to be no reason in law, and certainly none of right, why these mortgages should not have their full effect.
    6. Where the intention of the framers of a law can not be clearly seen, and the object and meaning of the terms used is confused or ambiguous, in such cases the consequences of a particular exposition may be considered in the construction, and the court may adopt that construction which will best carry the just and reasonable intention of the legislature into effect. Dwarris on Statutes, 588, 593.
    *In commenting upon a statute obscurely and unskillfully drawn, Lord Denman said, “ the court is not bound to find out a meaning for a proviso framed as this is.” Doe v. Carew, 2 Q. B. 317.
    6. That this is a private corporation, and solely entitled to this estate, see 4 Wheat. 668; 9 Wheat. 907; 7 Serg. & Rawle, 559; 8 Watts, 316 ; 1 Sumner, 276.
    
      Warden with Ugly, for defendant Zeigler, argued:
    1. We do not concede that the only power to mortgage which this corporation had, was given by the act of 1851. But, assuming that the mortgage was in fact given under the provisions of that act, we deny that the interest of the mortgagees is different, in ■any manner, from the interest usually acquired by mortgagees of real property.
    2. We maintain that the proviso of the act of 1851 has relation to the interest of the mortgagors, and to their behavior in its enjoyment only. It has no relation to the mortgagees whatever.
    
      3. Ifc is not necessary that we should deny the power of the legislature to legislate with the intention here supposed by plaintiff’s counsel. Had the act expressed that intention, we might not contend that the intention passed the limits of the force of legislation. What we say is, that it violates all probability to attribute such intention to the legislature by construction merely.
    4. The demurrer is quite competent to raise the question whether there is difficulty (almost amounting to impossibility) in such execution of the law as is demanded by the college. By the answer of the college, the difficulty is “ shown and clearly pointed out.” (a)In view of it, the plaintiff below demurred, and argued that it stood opposed to the construction urged by the college.
    5. If the difficulty be “ fatal to any execution of the power ” (b) , it is fatal to the construction claimed by the counsel for plaintiff in error. That construction is unnecessary. It is not pretended to be based upon the words of the law.
    *6. We consider that the difficulty is fatal, as just supposed. Had the legislature thoroughly expressed the intention here supposed to have governed their legislative action, it is evident that no execution of the law would have taken place.
    7.. No proof of the assertion just made is necessary. If there was a peculiarity of this property, which would induce a mortgagee to take a security of the description here supposed, no pleading shows that peculiarity. None appears in argument. We think, none can be shown. On the contrary, the nature of the contemplated uses might be pointed out as indicating that the supposed legislative intention could not have existed. If there was no peculiarity of the property in favor of the supposed intention, it is entirely safe to say that it would have placed an insuperable difficulty in the way of the execution of the law to express the supposed intention.
    8. Surely, no intention will be implied which would not have been expressed.
    9. The public interest in the college was merely the motive to such' legislative favors to a private corporation as the beneficial object of the corporation rendered proper. Still the college was a private corporation. And if we are right respecting- the effect of the supposed legislative intention, it can make no difference that the corporation was a favored one.
    
      
      (a) Point 3 in argument for plaintiff in error.
    
      (b) Point 4, plaintiff’s argument.
    
      10. To give effect to every part of this act, ut ret magis valeat, quam pereat, if legally, i. e. rationally possible, is required by the established rules of construction. What effect are we to give to the words, “ provided further, that no sale of said property, by reason of said mortgage or otherwise; shall impair the right of the state to the medical attendance now by law provided and required for the Commercial Hospital and Lunatic Asylum at Cincinnati?” If the plaintiff in error argues well, the sale by the mortgagees could not in any manner affect the continuance of the college exercises.
    11. It is possible to give full effect to the subsequent words without adopting the construction claimed by plaintiff in error. We refer to the words: “And provided, further, that the premises so authorized to be mortgaged shall ever be occupied and used for the purposes of a medical college.”
    *These words do not immediately follow those referred to under point 10 of this argument. They were not intended to relate to the use of the property as against the mortgagees, but only to the use of the property by the mortgagors during or after satisfaction of the mortgage.
    12. Our construction gives full effect to the legislative intention. That of our adversaries gives imperfect effect to one clause, at least, and unreasonable effect to all.
    13. What is reasonably required for college use? Who shall determine ? What effect is to be given to the determination ? It is not of much force to say that the division has been marked out from the beginning of the college occupation. It was not marked out when the mortgages were given.
    14. A like difficulty arises, upon construing the intention to have been that the premises must always be used (notwithstanding a sale) as a medical college, by the owner, whoever he may be.
    15. Incumbered with such a provision, the law could never have been executed. Capital would not be invested under such a provision of the law respecting the contemplated mortgage.
    
      Charles B. Collier, for defendants in error:
    The proposition of the plaintiff in error is precisely this: A sale may be had of the college building covered by the mortgage, but after such sale,' as before, the corporation is entitled to the free use of the premises'; the legal title to the premises will pass to the purchaser, and the equity of redemption be foreclosed, but the enjoyment and occupancy of the premises by the corporation can not be interrupted.
    It is true that, in the answer of the college, the building erected by them with the proceeds of these bonds is described in detail, and no claim for the exemption from sale of the parts of the building, not at present occupied by the corporation, is made; but if that which is claimed is granted, the legal effect will be to give the corporation the free use of the entire premises, whenever, in process of time, they may be required for corporate purposes.
    *The proviso, “that the premises so authorized to be mortgaged, shall ever be occupied and used for the purposes of a medical college, as contemplated by the acts relating to the Medical College of Ohio,” etc., is intended, I think, to define the objects of the corporation as defined in the previous statutes, which are referred to, and to restrict the corporation in the use of its premises to those objects, and not to define and restrict the operation of a mortgage upon the premises, as is now claimed by the college.
    
      Frederick Colton,, for the Equitable Insurance Company:
    The college, by its charter, had power to issue said bonds, and to mortgage its real estate to secure their payment; and the act of March 21, 1851, under which it claims to have performed those acts, contains no provision which restricts the sale of the property, or which gives to the college any rights that can survive a sale.
    The sense of the statute, expressed or understood, is substantially as follows: You are hereby authorized to mortgage your property, but you must use the proceeds in erecting upon it a college building. This you shall not turn into a church, a theater, or a menagerie, nor in any manner pervert from its original purpose; but, in accordance with the object for which you were created a corporation, you shall always use it for the purposes of a medical college, in which you shall teach regular scientific medicine, and eschew quackery. Such portions of the building as you do not need for college purposes, you may lease; and all accruing rents, and all graduation fees, you shall apply toward the payment of the mortgage debt. Having made the mortgage, in case of default in payment, your property will be sold; but should it not sell for enough to pay the debt, the state will not be liable for the balance. The responsibilities incurred by exercising the power now granted, will be yours alone. But though your property should be sold, your corporate existence will remain intact. By purchase, or lease, you will still be able to occupy other premises, and perform all the functions of a medical college. Therefore, the right of the state to medical attendance at the hospital and lunatic asylum, shall not be impaired *by such sale, and you shall still be required to fulfill your obligations as now by law established.
   Scott, J.

The mortgages drawn in question in this case, purport to convey the entire title, interest, and estate of the corporation executing them, without any express restriction, reservation, or limitation whatever.

And it is claimed by counsel for the mortgagees, that independently of the act of March 21, 1851, the corporation had power to borrow money and execute such general mortgages, by the terms of its original charter and other subsequent acts, passed prior to 1851. Be this as it may, however, those prior enactments were, by their own terms, made subject to alteration and amendment.

The act of 1851 was a substantial reorganization of the medical college. By it eleven persons therein named, and their successors, were constituted a board of trustees of the Medical College of Ohio • and by that name were invested with corporate powers.

The first and main section of the act, provides that this board, by its corporate name, “ shall have power to contract and be contracted with, sue and be sued, to answer and be answered unto, in all courts of law and equity, for the period of ten years from the 1st day of January, 1851, or until their successors are appointed, and to mortgage the property now known as the Medical College of Ohio : provided, that in the event of the mortgage of said property, the proceeds thereof shall bo appropriated to the erection of a building, on the lot on which the present building is erected, in which shall be taught regular scientific medicine, as contemplated in the various acts creating the medical college; and, provided further, that no sale of said property, by reason of said mortgage, or otherwise, shall imjDair the right of the state to the medical attendance now by law provided and required for the Commercial Hospital and Lunatic Asylum at Cincinnati; provided, the State of Ohio shall, in no event, be held liable for or required to pay any money in consequence of the provisions of this act; and provided, moreover, that the premises so authorized to be mortgaged, shall ever be occupied and used *for the purposes of a medical college, as contemplated by the acts relating to the Medical College of Ohio; and the professors and faculty of medicine, hereafter so using and occupying said premises, shall always furnish medical and surgical attendance at the Commercial Hospital and Lunatic Asylum; provided, also, that the trustees of said college may, for fifteen years, and thereafter, unless otherwise provided by law, lease out such parts of said premises and the buildings thereon as may not be necessary for the purposes of said college; provided, also, that all moneys arising from leases so authorized, shall be appropriated, after paying the sum for which said premises may be mortgaged, as hereinbefore authorized, in manner hereinbefore specified, in promoting the objects of said college in such manner as said trustees may deem proper; or as may be provided by law.”

Section 2 provides for filling vacancies in the board of trustees; section 3, that all rents and graduation fees thall be applied to the payment of the debt created in erecting the buildings; and section 4 repeals all acts and parts of acts conflicting with this act. 49 Ohio L. 295.

It is clear that the board of trustees, by whose authority these bonds and mortgages were executed, derived their power to act in the premises, solely from this act of 1851. The mortgagees themselves refer expressly to this act, and represent the issuing of the bonds and the making of the mortgages to be in execution of the powers therein conferred. The mortgages must therefore be construed with reference to the limitations, if there be any, which qualify the power of mortgaging, granted by the act of 1851.

The first section of that act, just quoted, contains six provisos, so called; and it is claimed in behalf of the plaintiff in error, that, by virtue of the fourth of these provisos, the board of trustees had no power to mortgage the premises so as, in any event, to justify a sale, without reserving to the corporation the right forever to occupy and use the building erected thereon, or so much thereof as may be necessary, for the purposes of a medical college. To this claim, interposed by way of defense in the court below, the bondholders, who were there plaintiffs, demurred. The question was thus raised as *to the proper construction and effect of this proviso or clause; and this is the question upon which the judgment to be rendered here must depend.

It is certain that the whole section is inartistically and unskillfnlly drawn. To make the literal sense of the terms of its numerous provisos harmonize with each other, and with what seems to be the purview and main purpose of the enactment, is simply impossible. We may well be contented if, in such a case, we can arrive at a satisfactory conclusion as to what was not intended, without assuming to determine with confidence what was the actual intention. In giving a construction to the fourth proviso, on which the claim of the plaintiff in error is based, it is proper to consider it in connection with the other provisions of the same section; for “ it is an established rule in the exposition of statutes, that the intention of the lawgiver is to be deduced from a view of the whole, and of every part of the statute, taken and compared together. The real intention, when accurately ascertained, will always prevail over the literal sense of terms.” 1 Kent, 462. In looking to the body of the section, then, we find a grant of power to the board of trustees, “ to mortgage the property now known as the Medical College of Ohio.” The property thus described is the same as that embraced in the present mortgages, and the power is not limited to a part, but extends to the whole of it. This ijower was clearly intended to be exercised for the purpose and as a means of raising money for the erection of a suitable building to be used as a medical college. The first proviso imposes on the corporation, as a condition subsequent, the obligation to appropriate the moneys obtained by means of the power thus given, to that object. We may reasonably assume that the word “mortgage” was used by the legislature in its ordinary, well-understood, and common-law sense; and tliat the ordinary legal liabilities incident to a mortgage were intended to follow the execution of the power conferred. Prominent among these liabilities is the sale of the mortgaged premises, in default of the payment of the debt for which they are a security. Indeed, it was evidently contemplated that a sale of the property might result from its being mortgaged; for the second proviso ^declares “that no sale of said property, by reason of said mortgage, or otherwise, shall impair the right of the state to the medical attendance now by law provided and required for the Commercial Hospital and Lunatic Asylum at Cincinnati.”

Now, a bona fide sale has always been supposed to confer some rights upon a purchaser. Ordinarily, upon the payment of the purchase money, he becomes at least the equitable owner of the property purchased, and must, either presently or in the future, become entitled to its possession and use. If these are to remain forever in the vendor, it would be absurd to call the transaction a sale.

If, then, the fourth proviso is to be construed (according to the claim of the plaintiff in error) as a limitation or exception to the power of mortgaging, this limitation, in terms, includes the whole grant; and if effect is to be given to it according to its terms, it utterly nullifies the whole grant. For it provides that the identical premises which are authorized to be mortgaged, “shall ever be occupied and used for the purposes of a medical college.” If effect be given to this clause, as a limitation in favor of the mortgagor, what interest in the property would pass to the purchaser by a sale under the mortgages? Absolutely none. The property mortgaged must “ ever be occupied and used ” by the mortgagor, notwithstanding the sale. We are not to attribute to the legislature a covert intention, which, if clearly expressed, must have rendered the grant of power wholly nugatory.

But, on behalf of the plaintiff in error, it is claimed that this clause may reasonably be so construed as to except from the operation of the mortgages only so much of the buildings and premises as may be necessary for the purposes of a medical college. Such an exception must, from the nature of the case, consist of an uncertain and variable quantity, depending on the number of the students attending the institution, and the extent of the facilities and advantages to be furnished in the prosecution of their appropriate studies.

The building to be erected from “ the proceeds ” of the mortgage, might be so constructed that every part of it would be necessary for college purposes, and illy adapted for other uses; and it is incredible that the legislature, or the ^trustees of the college, should have expected that funds would be invested on the faith of a security so uncertain, which might amount to something or nothing, at the pleasure of the mortgagor.

Besides, if this fourth proviso is to be construed as securing to the plaintiff (notwithstanding a sale under the mortgage) the perpetual occupancy and use of so much of the premises as are necessary for college purposes, how shall we escape from the conclusion that the next proviso equally secures and subjects the residue of the premises to the perpetual control of the same party ? It provides “ that the trustees of said college may, for fifteen years, and' thereafter, unless otherwise provided by law, lease out such parts of said premises and the buildings thereon, as may not be necessary for the purposes of said college.” A construction which would thus leave nothing to be affected by the mortgage is wholly inadmissible. Neither of these two clauses or provisos expressly qualify or limit the power to mortgage, nor do they refer, in any way,, to the exercise of that power, thotigh the former of them, by way of description merely, speaks of “the premises so authorized to be mortgaged.”

The question is, therefore, one of construction, and we should adopt that one which is most reasonable and consistent with the-purview of the act. It is highly improbable that the fourth proviso was intended to prohibit the alienation of the property known as “the medical college,” or to confine the corporation to that particular locality for all time to come. The second proviso clearly contemplates that this property might be sold, as a result of the mortgage, “ or otherwise."

' In our opinion, none of the numerous clauses which are inartificially ushered in, and tacked on to this section by means of the oft-repeated word “provided," was designed to limit the power of mortgaging, which had been conferred in general and absolute terms. The legislature could not foresee whether the power granted would ever be exercised; and should the corporation avail itself of the grant, it was no doubt hoped and expected that the debt incurred would be discharged without a sale of the mortgaged property. These ^provisos were accordingly framed to meet either contingency, and with a view to guard against any implied liability of the state for the results. And as the corporation had been previously regarded with favor, and had received donations from the state, on account of its supposed capacity for usefulness in disseminating a correct knowledge of “ regular scientific medicine,” and thus preserving the lives and the health of the people from the dangers of quackery, empiricism, and heretical innovation of every kind in the healing art, the occasion was embraced to restrict the corporation to the salutary objects of its creation, and prevent the perversion of its corporate powers to other and less worthy purposes.

We are satisfied that the fourth proviso was not intended to-qualify the power of mortgaging the whole property, nor to affect the property in the-hands of a purchaser; and that, properly construed, it was intended to be mandatory upon the corporation only, limiting, at all times, its discretion in regard to the use to which its buildings and real estate should be applied, so long and so far as the same should remain in the ownership or subject to the control of the body corporate. It is a limitation on the corporate powers, in favor of what the first section denominates “ regular scientific medicine,” as distinguished from other systems and other subjects.

This construction seems to us fairly deducible from a full consideration of the whole act, and is the only one which can be made to harmonize with the main purpose of the act and the other provisos.

The fifth proviso, which gives power to lease such parts of the premises as may not be needed for college purposes, was confessedly not intended to be operative in the event of a sale under the mortgage. And the terms of the fourth admit of the same construction, with perhaps equal facility.

It may be further observed, that the second proviso consists properly of a saving clause, by which, in the event of a sale, the right of the state to medical attendance at the Commercial Hospital and Lunatic Asylum is preserved unimpaired. The fourth proviso contains a similar saving clause, by which, according to our construction, the same right is preserved in case no sale of the property shall become necessary. Effect is *thus given to both saving clauses. But the construction claimed by the plaintiff would em: brace both cases in the saving clause of the fourth proviso, and render the second wholly useless and inoperative.

The rules of construction favor an interpretation which will give effect to every part of the enactment.

Upon the whole, we are satisfied that the construction claimed on behalf of the plaintiff in error is inadmissible; that the court below properly sustained the demurrer to the defense based on that construction, and did not err in ordei'ing a sale of the property without reservation.

Judgment affirmed.

Dat, C. J.,'and White, Welch, and Brinkerhoee, JJ., concurred.  