
    The Central Bridge Corporation vs. Wyman Bailey.
    The third section of the act, incorporating the Central Bridge Corporation, (St. 1824, c. 110,) granted them a certain toll for their sole use and benefit, and pro vided, that when the receipts of toll and income should have amounted to a cei tain sum, the bridge should revert to the commonwealth for public use; and also provided, that whenever the towns of Dracut and Chelmsford should remunerate the corporation for the net expenses of the bridge, the same might be opened free of toll. The corporation, by a contract under seal, for a valuable consideration, granted to the owners of certain lands and to all persons, then or thereafter residing and having their homes on those lands, the right to pass the bridge, wholly free from toll, so long as the same should be the property of the corporation, in all the usual ways of travel. It was held, that this contract was valid; and that it gave to any person, and Ms servants, residing on the lands, the right to pass the bridge free of toll, when driving his teams from any place to any other place, although the teams wore not kept on the lands.
    This was an action of assumpsit to recover certain tolls of the defendant for passing over the plaintiffs’ bridge; and was submitted to the court upon the following facts: —
    The plaintiffs, by their charter (St. 1824, c. 110), were authorized, among other things, to erect a bridge over the Merrimack River, to have and use a common seal, and to sue and be sued in their corporate name. The third section of then- charter was as follows: “ That, for the purpose of remunerating the said proprietors the money by them to be expended in building and supporting, said bridge, a toll be and hereby is granted for the sole use and benefit of said proprietors, equal to that now allowed by law to the proprietors of the Middle-sex Merrimack River Bridge at Pawtucket Falls, which toll shall commence on opening said bridge for passengers, and be continued for the term of seventy years; provided, nevertheless, that the legislature shall have the right, at the expiration of eighteen years, to regulate anew the tolls to be received by said proprietors; and provided, also, that whenever the receipts of toll and income shall have amounted to a sum equal to the expense of building, repairing, and sustaining said bridge, with nine per cent on the first cost, said bridge shall revert to the commonwealth for public use; or whenever the inhabitants of the towns of Dracut and Chelmsford, shall remunerate said proprietors for the expenses of said bridge (deducting what may have been received for toll) the same may be opened free of toll.”
    On the 27th of May, 1833, the plaintiffs, for certain valuable considerations by them received, executed an instrument under seal to Josiah Wood, Jr., and Israel Hildreth, Jr., the owners of certain lands in Draeut described therein, by which instrument the plaintiffs do “ give, grant, sell and convey to said Hildreth and Wood, their heirs, successors and assigns, that they together with their families shall pass the Central Bridge in all usual ways wholly free of toll, during the natural lives of the said Hildreth and Wood, if the bridge shall so long remain the property of said corporation; and it is further granted, that all persons, who may now or hereafter reside and have their homes on any of the before described lands, shall pass said bridge wholly free from toll, so long as the same shall be the property of said corporation, in all the usual ways of travel.” This contract contained a condition and covenants, which, it was agreed, had been complied with by Hildreth and Wood.
    The defendant, as well as his hired servants, who drove and had charge of his team, resided and had their homes in the defendant’s dwelling-house on one of the lots of land described in the agreement with Wood and Hildreth; but the team was boarded and kept in a stable on the opposite side of the way standing on land not included in the agreement, and both the defendant and his servants, in the usual course of business, as they were in the habit of passing from the house and stable to the defendant’s other land in Draeut not described in the agreement, and from thence to Lowell and back, sometimes to the land last named, and sometimes to the house and stable, passed over the bridge, for which the tolls were charged, which were sought to be recovered in this action. The defendants claimed a right, under the contract made by the plaintiffs with Hildreth and Wood, to pass over the bridge free of toll.
    
      R. B. Caverly, for the defendant.
    
      J. G. Abbott, for the plaintiffs.
   Fletcher, J.

The defendant claims exemption from liability to pay the tolls, for the recovery of which this suit was instituted, under and by virtue of the contract made by the plaintiffs with Wood and Hildreth.

The defendant and his servants, residing and having their homes upon the land described in the written contract of the plaintiffs, come by the terms of the instrument very clearly within the description of persons exempted from paying tolls, and who have a right to pass the bridge free from toll “ in all the usual ways of travel.” The defendant and his servants, passing the bridge with his teams, passed it in a usual way of travel, within the express terms of the contract; ar d the place where the teams were kept, and the places to and from which they proceeded, and the particular course or route by which they were driven, are wholly immaterial. By residing and having their homes on the land, the defendant and his servants became entitled to pass the bridge, in the manner it was passed, free from toll, according to the terms and provisions of the deed or instrument given by the plaintiffs to Wood and Hildreth.

But the plaintiffs say, that although they made the instrument in which their contract is contained, and for a valuable and satisfactory consideration, yet, that it is wholly void and without effect, for the reason, that they had no legal capacity or power, even for a valuable and satisfactory consideration, to make a contract or engagement, to release persons from their obligations to pay tolls for passing the bridge. The whole question therefore in this case is, whether the plaintiffs had the legal power or capacity to make the deed or contract in question, and whether it is now binding on the corporation. This question must' be determined by a consideration of the the plaintiffs’ charter or act of incorporation. The plaintiffs have such powers, and only such powers, in relation to this subject, as are either expressly or impliedly given to them by their charter. A corporation is an artificial person created by law with certain powers, for certain purposes, but within the scope of its general powers may contract and bind itself, and do any other act as fully and freely as a natural person.

By the plaintiffs’ charter certain persons are incorporated for the purpose of erecting a bridge, and for the purpose of remunerating the proprietors the money by them to be expended in building and supporting the bridge, a toll is granted for the sole use and benefit of the proprietors, equal to that allowed by law to the proprietors of another bridge to which reference is made by name. Here is an express grant to the plaintiffs of a right of toll to a certain prescribed extent. The plaintiffs’ right to their toll, within the limit prescribed, is by the grant absolute, unrestricted and unqualified. This subject of tolls, therefore, is clearly within the scope of the general powers of the corporation in regard to which they have a right to act and to contract. There can be no doubt, that parties making contracts for a release of the whole or a part of the tolls would be bound by their contracts, and the corporation itself must be equally bound. In truth, the plaintiffs themselves, while they deny their right to release the tolls by the instrument executed by them for that purpose, yet by bringing this action to compel the payment of the amount of the tolls, necessarily and in effect assert in themselves, by their acts, the very right and power, which, by their words, they deny. If the plaintiffs have a right to sue the defendant for the tolls, they must, of course, have the right to compromise with him, and tp accept something other than actual payment of the sum claimed, in satisfaction, and to give a release. If the plaintiffs have the right now, for a consideration satisfactory to themselves, to release the defendant from liability for these tolls, they surely had the right to release him by the instrument, which they executed to Wood and Hildreth, for which they received a satisfactory consideration.

But it is said, that by the plaintiffs’ charter the commonwealth and the towns of Dracut and Chelmsford have certain rights to, and interests in, said bridge, which rights and interests might be prejudiced by the plaintiffs, if they have the right to release persons from the payment of tolls. It must be observed that this objection is made, not by the commonwealth or the towns, but by the corporation itself. Whether the contract in this case, under all the circumstances, referring to the prospects for the future as well as to the existing facts, was favorable or unfavorable to the interests of the commonwealth and of the towns, does not appear, and for aught that appears it may have been favorable.

The legislature, if it had thought proper, might have restricted the power of the corporation in regard to making such contracts, but not having restricted it, the contracts must be binding, whatever may be their effect upon the interests of the commonwealth or the towns. A contract with a corporation may be binding on the parties, though it be an abuse of the corporate powers, for which the corporation may be answerable to the government which created it.

The act of 1843, c. 50, passed by the legislature in addition to the plaintiffs’ act of incorporation, among other things particularly specifies and prescribes the rates of tolls, and contains the following section: “ § 6. This act shall not impair the rights of any person or corporation acquired under any contract made with said proprietors; and the said proprietors shall not, by reason of any existing contract, require any person to pay any higher rate of tolls than that hereby established.” This section expressly recognizes the right of the corporation, under its original charter, to make contracts in regard to the tolls, which right, to be sure, appears clearly enough by the charter itself.

Judgment for the defendant.  