as possible" are to include anything, a single boat-load of coal would not be an unreasonable sacrifice to the great public objects contemplated by the charter; and yet to the plaintiff the loss might be ruinous. Is he to bear it when his right of navigation has been reserved in express terms by the legislature? We think he has a right to insist on the performance of the bargain, or compensation in damages. But he is part of the increased coal trade: does that make any difference in his rights? The legislature must be presumed to have had all the natural growth of this trade in view when they authorized the bridge. The presence of coal in the lands drained by the Monongahela, its value for fuel, the constantly increasing market, and the dependence on this source of supply of those rapidly peopling regions south and west, were well known to the legislature. Did they not foresee that these circumstances would increase the demand and supply, and that this great natural outlet would be needed to accommodate both producers and consumers? How can a doubt be entertained on this point, when we find them guarding the navigation by language as express and precise as it is applicable to the trade of this day.

To limit their language in the manner proposed is to sacrifice the many to the few-the large trade of our time to the small trade of an earlier day. It is better reason to say that if the legislature thought the few citizens then engaged in the navigation of the river worthy of protection, much more the many who are now engaged. The language employed was accordingly large enough to comprehend all. But if the legislative intention comprehended the future and possible trade, so did the corporate intention, because the corporation accepted the bargain in the terms in which the legislature expressed it. Deducing the intention of one party from the terms of the contract, we get at the intentions of both, and are enabled to say that the true meaning of the act of incorporation is, that the bridge was to be so built as not to injure, stop, or interrupt the navigation either then or now, whether in its infancy or full growth.

One other point in the ruling of the court below is to be noticed. They were asked to say that if the jury believe the bridge is now an obstruction to the navigation, it is unauthorized by law. The answer was in these words: "Negatived if the jury believe the facts stated in answer to the fourth point; and that the channel or navigable portion of the river has been shifted or changed by natural causes, or by artificial causes

created by third persons." The answer to the fourth point was that if the bridge was erected in accordance with the charter, and so as to do the least possible injury or cause the least obstruction to the navigation, it was not a nuisance. Taking the two answers together, the doctrine taught was that a bridge constructed on the above principle would not become a nuisance by change of the channel. We have not the evidence in reference to a change of the channel, but if it was changed by artificial causes, created by third persons, we agree it could not affect the rights of the bridge company. If, however, it was changed for the worse by natural causes, influenced in their operation by the piers of the bridge, the defendants would be responsible for it. They were bound to foresee the natural and necessary effects of placing piers in the river. If the piers themselves did not interfere with the channel, but threw sand and other obstructions into it, whereby it was ruined or the navigation injured, the company would be as much liable for a consequential injury flowing so directly from their act as they would be if the act itself had wrought the injury without an intermediate agent. On this point the case of Bacon v. Arthur, 4 Watts, 437, is direct authority. In pursuance of our act of the twenty-third of March, 1803, relative to mill-dams in navigable streams, the defendant had built a dam in a creek which had been declared a highway. The act provided that the party erecting such dams "shall not obstruct or impede the navigation of such stream." It was alleged that the dam had changed the natural flow of the water, and caused certain mounds and bars to be thrown up whereby the natural channel was obstructed. The court below put the cause on the point whether the dam had been scientifically erected, and instructed the jury that if they believed it had been so erected, and that the bars were the necessary and inevitable effect of such erections, the plaintiff could not recover. In reversing this opinion, Judge Rogers said: "Where the injury arises from a bar which is the immediate effect of a dam erected in the bed of a river, I cannot bring myself to doubt but that it is such an obstruction of the navigation as was in the view of the legislature, and is embraced in the proviso." He then goes on to distinguish this class of cases from that of the Lehigh Bridge Co. v. Lehigh Coal etc. Co., 4 Rawle, 24, which was the case of injury resulting from the act of Providence, without fault in the defendant. Both on reason and authority, we think the court erred in so much of their answer to the fifth point as relates to a change of channel through natural causes.

We have now alluded to those views of the chartered rights and duties of the defendants which prevailed to defeat the plaintiff's action in the court below. There was no question of negligence on his part. As presented to us in the record, it is the case of a citizen navigating the Monongahela with due diligence and skill, but losing his property by reason of the piers placed in the river by the defendants. They justify the obstruction, and are bound to bring themselves within the act of assembly: Commonwealth v. Church, 1 Pa. St. 105. Interpreting that in the manner we have indicated, it will be for a court and jury to say, on a retrial, whether they have brought themselves within itwhether they have injured, stopped, or interrupted the navigation of the river. If they have done what the legislature-forbid, they are liable to the plaintiff for the injury which their wrongful act has caused him.

But this is as far as the case requires or permits us to go. It is a private action, and not a public prosecution. The right of the company to maintain their bridge is drawn in question only incidentally, and is not concluded by anything we rule in adjusting the plaintiff's private rights.

Whether it is a public nuisance or not is a question which can only be determined by indictment at law or a bill in equity, to be prosecuted in either case at the instance of the public authorities. In respect to public rights, the construction which the court below gave to the proviso may very possibly be held to be the sound one. The long acquiescence of the public, and the great convenience of the bridge, as well as the vested rights of the corporators, are circumstances that would have weight in such an inquiry, but have none in this. Besides, if it should be found in such an inquiry that the violation of the charter consisted in an excess beyond the limit prescribed, the remedy would be, not utterly to demolish the bridge, but to remove the excess, and adapt the erection to the design of the law: Dyer v. Depui, 5 Whart. 597.

Judgment reversed, and a venire de novo awarded.

ACT CREATING CORPORATION, CONSTRUCTION OF, AND OF FROVISIONS IN: See Enfield R. R. Co. v. Hartford R. R. Co., 44 Am. Dec. 556; Mayor of Baltimore v. Baltimore & Ohio R. R. Co., 48 Id. 531. As to the powers arising under the act, whether incidental or otherwise, see Penobscot Boom Co. v. Lamson, 33 Id. 656; Kinzie v. Chicago, Id. 443; Blair v. Perpetual Ins. Co., 47 Id. 129; Ohio L. I. & T. Co. v. Merchants' I. & T. Co., 53 Id. 742; State v. Commissioners, 57 Id. 409, and note 414. To the point that a corporation has only such powers as are granted by its charter, see Cleveland & Pittsburgh R. R. Co. v. Speer, 56 Id. 334; Missouri River Packet Co. v. St.

Joseph & Hannibal R. R. Co., 1 McCrary, 286, all citing the principal case. The charter of a corporation is a contract with the state: See Thorp v. Rutland etc R. R. Co., 62 Am. Dec. 256, and note 639.

OBSTRUCTION OF NAVIGABLE RIVER IS PUBLIC NUISANCE: See Stump v. McNairy, 42 Am. Dec. 437. The right of navigation is paramount to any other right in navigable rivers: See Lewis v. Keeling, 62 Id. 168; see also McKeen v. Delaware Division Canal Co., 49 Pa. St. 434, citing the principal case to this point. The principal case is cited in Clarke v. Birmingham & Pittsburgh Bridge Co, 41 Id. 158; Flanagan v. Philadelphia, 42 Id. 232; Monongahela Bridge Co. v. Birk, 46 Id. 130, to the point that the legislature may impose the conditions on which the bridge shall be built.

COMMONWEALTH v. ERIE & NORTH-EAST R. R. Co.

[27 PENNSYLVANIA STATE, 339.]

CORPORATION MAY DO THOSE ACTS ONLY WHICH IT IS AUTHORIZED TO DO BY ITS ACT OF INCORPORATION, and may exercise only such powers as are given in plain words, or by necessary implication, and all powers not given in this direct and unmistakable manner are withheld. CHARTER OF CORPORATION AUTHORIZING IT TO BUILD RAILROAD from borough of Erie, then bounded south by Twelfth street, is not complied with where the borough is subsequently extended farther south by a building of the road from a point within the enlarged borough, but some distance outside of the former borough line; the change of the borough lines not affecting the obligations of the corporations.

LAWS MUST BE EXECUTED ACCORDING TO SENSE AND MEANING which they import at the time of passage.

SUPREME LEGISLATIVE POWER OF STATE MAY AUTHORIZE BUILDING OF RAILROAD on a street or other public highway, but corporation cannot appropriate such street or highway for such a purpose unless authorized to do so by the sovereign power of the state.

POWERS GIVEN TO CORPORATION WHICH CANNOT BE EXERCISED without disregard of restrictions with which they are coupled cannot be exercised at all.

CHARTER OF CORPORATION MUST BE CONSTRUED favorably to the public, and against the grantees.

DEED IS TO BE CONSTRUED MOST FAVORABLY TOWARD GRANTEE. RAILROAD AUTHORIZED TO BE BUILT AT ONE PLACE, if built at other places, is a mere nuisance on every highway it touches in its illegal course. CITY COUNCIL CANNOT, BY ORDINANCE, MODIFY OR REPEAL an act whereby a borough is laid out, and enacting that the "streets, lanes, and alleys thereof" shall forever be and remain public highways. LACHES CANNOT BE IMPUTED TO COMMONWEALTH by a corporation.

BILL in equity. The opinion states the facts.

Thompson, Williams, Grant, and Griscom, for the complainants. Stanton, Meredith, Hirst, and Campbell, for the respondents.

By Court, BLACK, C. J. This case requires us to give a construction to the charter of a private corporation. The frequency of such cases excites some surprise, when we reflect that an act of incorporation is and always must be interpreted by a rule so simple that no man, whether lawyer or layman, can misunderstand or misapply it. That which a company is authorized to do by its act of incorporation it may do; beyond that, all its acts are illegal. And the power must be given in plain words or by necessary implication. All powers not given in this direct and unmistakable manner are withheld. It is strange that the attorney general, or anybody else, should complain against a company that keeps itself within bounds, which are always thus clearly marked, and equally strange that a company which has happened to transgress them should come before us with the faintest hope of being sustained. In such cases ingenuity has nothing to work with, since nothing can be either proved or disproved by logic or inferential reasoning. If you assert that a corporation had certain privileges, show us the words of the legislature conferring them. Failing in this, you must give up your claim, for nothing else can possibly avail you. A doubtful charter does not exist; because whatever is doubtful is decisively certain against the corporation.

ence.

If loss or injury comes to anybody in consequence of an ignorant disregard of this principle, it is not our fault. We have done all that in us lay to impress it on the public mind and to warn corporations of the danger they might incur by disobediWe enforced it to the utmost in the Bank of Pennsyl vania v. Commonwealth, 19 Pa. St. 144; Susquehanna R. R. Co. v. Sunbury & Erie R. R. Co.; Pennsylvania R. R. Co. v. Canal Commissioners, 21 Pa. St. 9; Commonwealth v. Franklin Canal Co., Id. 117. All of our predecessors on this bench occupied the same ground. The doctrine is maintained by the supreme court of the United States, and in many states of the Union. Even in England the justice and necessity of it are universally acknowledged and acted upon. But we do not mean to discuss the subject over again. The lawyer who is not already familiar with the numerous authorities upon it, to be found in every book of reports, will probably never become so; and the citizen who does not believe it to be a most salutary feature in our jurisprudence would hardly be convinced though one rose from the dead.

Our duty in this case is therefore not a difficult one. If the words of the defendants' charter, understood in their ordinary