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The power to make and take a lease of a railroad is expressly given by the statute under which the respondents were incorporated. The language of the statute is as follows: “ Any railroad corporation organized under the act to which this is amendatory, shall have the right to lease the whole or any portion of their road to any other corporation organized under this act, or to grant to any such corporation the right to use in common any portion of their road.” (1 Hittell, art. 838.)

In exercising the power to lease, respondents are vested with all the powers and privileges which private individuals and natural persons enjoy. The third section of the statute under which the respondents were organized, among other things, declares that a corporation organized under it “ * * * shall be a body politic and corporate, * * * and shall be capable in law to make all contracts * * * necessary for the construction, completion, and maintenance of such railroad, * * and generally to possess all the powers and privileges, for the purpose of carrying on the business of the corporation, that private individuals and natural persons now enjoy.” (1 Hittell, art. 828.) Hence, if a natural person can…

I dissent. The California Pacific Eailroad- Company issued, certain bonds, on each of which, and over the signature and seal of the Central Pacific Eailroad Company, was written the. following:

The clause of the third section of the Act of 1861, which declares that the corporation shall be held “ generally to possess all the powers and privileges, for the purpose of carrying on the business of the corporation, that private individuals and natural persons now enjoy,” gives no additional primary powers to the corporation.

That clause follows after an enumeration of certain powers specifically conferred, and is but declaratory of the rule that powers incidental to the expressed powers conferred may be employed by a corporation. It is a legislative enunciation of the rule always recognized by the Courts that the implied or incidental powers which may be exercised by a corporation shall be ascertained by reference to the case of an individual upon whom should be conferred limited powers like those expressly granted to the corporation by its charter. If the clause quoted means more than this, what does it mean less than a grant to the corporation of every power which may be employed…