dissenting:
This bill was filed by certain named stockholders in the Southwestern Railroad Company, and as stockholders in the Central.Railroad and Banking Company, and as stockholders in the Atlantic and Gulf Railroad Company, who sued in’ their own right, as such stockholders, and as citizens of the State of Georgia, and as citizens of the city of Macon, in behalf of the citizens of the State, and in behálf of the citizens of Macon, praying an injunction to restrain the sale of twelve thousand three hundred and eighty-three shares of the capital stock of the Atlantic and Gulf Railroad Company, owned and held by the city of Savannah, to the Southwestern and Central Railroad Companies. The individual stockholders in. said companies have the right to sue in a Court of Equity, in behalf of themselves, as such stoolcholders for an alleged violation of the charters of their respective companies, but have not the right to sue as citizens in behalf of the people of the State, or in behalf of the city of Macon; when the State is a stockholder in a railroad corporation, and is made a party to the suit, she occupies thé'same position as any other pri*644vate stockholder, as to her rights and privileges in that suit. By the amended charter of the Central Railroad and Banking Company it is declared that the said company, -by its corporate name, “shall be, and are hereby, made capable and able in law, to have, purchase, receive, possess, enjoy and retain to them and their successors, lands, rents, tenements, hereditaments, goods, chattels and effects, of whatsoeverddnd, nature or quality the same may be, and the same to sell, grant, demise, alien, or dispose of; Provided, that said incorporation shall not purchase and hold more real estate than may be- necessary and proper for the purpose of laying, building and sustaining said railroad,” etc. The proviso to the 21st section of the amended charter secures to the company, after the lapse of twenty-five years and after the termination of their exclusive right to keep and use the railroad between Macon and Savannah, not only their own works, but all the estates, rights, powers and privileges by that Act 'granted and secured, except the exclusive right to run the railroad and the banking privileges granted. Under theplenary power granted by £he charter of the Central Railroad and Banking Company to purchase goods, chattels and effects, of whatsoever kind, nature or quality the same may be, said company had the legal 'capacity to purchase from the city of Savannah the shares of stock in the record mentioned, and to enjoy the same, the city of Savannah being the legal owner thereof at the time of such purchase and sale; and although theSouth western Railroad Company, one of the joint purchasers of the stock, may not have had the legal capacity under its charter to make such purchase, still, as the Central Railroad and Banking Company did have the legal capacity to make such purchase, the sale of the stock was a legal and-valid sale. If the stock so purchased was purchased for the purpose of controlling the Atlantic and Gulf Railroad, as is charged in complainants’ bill (which is positively denied by the defendants’ answqr,) still it is difficult to perceive in what manner that purchase would contravene the general .policy of the State, in view of the previous legislation thereof, in regard to the Central Railroad and Banking Company. By an Act passed in 1852, *645that company is specially authorized “to lease, and work for such time and on such terms as may be agreed on by the parties interested, the Augusta and Waynesborough Railroad, the Milledgeville and Gordon Railroad, the Eatonton Branch Railroad,, the Southwestern Railroad, and such other railroads as now connect, or may hereafter connect with the Central Railroad, and to collect by suit or otherwise, the fares of travel and the charges of transportation on railroads so leased.” The second section of that Act gives power and authority to the Board of Directors of the several railroad companies which now connect, or may hereafter connect, with the Central Railroad, to lease the same to the latter company.
By an Act passed in 1861, the Central Railroad and Banking Company are authorised to connect that road with the Gulf Railroad; and, therefore, under the authority granted by the Act of 1852, might lease, the same, and obtain the control of the road in that way — which clearly demonstrates that it was not the policy of the State, (as manifested by the two Acts last mentioned,) to prevent or to prohibit the Central Railroad and Banking Company from having the control of the respective railroads which then connected with that road, or thereafter might connect with it, on such terms as might be agreed on by the parties interested in such connecting railroads. If the Act of 17th December, 1861, is void, the Act of 11th December, 1861, which authorised the two roads to connect, is not, so far as appears onlhe face thereof. The purchase of the shares of stock mentioned in the record by the Central Railroad, from the city of Savannah, in the Atlantic and Gulf Railroad, (the same being less than a majority of the stock,) would not enable the Central Railroad to control the Atlantic and Gulf Road, near as effectually as if it had leased it, and yet it is not against the declared- policy of the State for the Central Railroad to exercise control over the Atlantic and Gulf Railroad by leasing and working it, and collecting the fares of travel and the charges of transportation thereon, but is entirely consistent therewith.
After a careful examination of the entire record in this case, I have not been able to discover the injury which the com*646plaining stockholders have sustained, or are likely to sustain,, in ponsequence of the purchase of the stock in the Atlantic and Gulf Railroad by the Central Railroad and Banking Company from the city of Savannah. They have no right to complain in behalf of a!ny other persons, either natural or ^artificial. Their complaint must be confined to themselves as stockholders in the company, and to such other stockholders thereof as may choose to come in and be made parties as such stockholders, and to no other persons. Considering their complaint as stockholders in the particular roads named, as alleged ánd set forth in their bill and the answer of the defendants thereto,, I am of the opinion that the injunction, restraining the sale of the stock by the city of Savannah to the Central Railroad and Banking Company, should have been dissolved by the Court below, on the ground that this last named company had the legal capacity to purchase the stock under its charter, and that the city of Savannah had the legal right as well'as the legal capacity to sell the same.