concurring.
The questions involved in this ease have been ably argued by counsel upon both sides, and we have carefully examined the authorities presented, and weighed their application to and effect on the important legal principles involved in the controversy. After a careful consideration of the whole case, I concur in the judgment of the Court just pronounced, for the following reasons, which I shall confine to the main questions in issue:
Did the Central Eailroad have the right to lease the Macon and Western Eailroad, and did the Macon and Western Eailroad have the legal right to enter into such contract of lease, and is the instrument into which they entered such a conveyance as is authorized by law ? These questions, with such as grow out of them, and will be discussed in proper-place, constitute the controlling merits of the case at bar. In 1850, the Legislature of the State of Georgia, in the exercise of its sovereign authority, passed “ an Act to authorize the Central Eailroad and Banking Company of Georgia, the Macon and Western Eailroad Company and the Southwestern Eailroad Company, to unite their respective rail*650roads in one common depot, at or near the city of Macon.” The public policy of the State is declared by the preamble in the following language : “ Whereas, there has been expended in the State by incorporated companies, and from the State treasury very large sums of money for the purpose of opening and constructing railroads from the seaboard to the western limits of the State; and, whei’eas, in order that the State and the citizens thereof should derive the full benefit intended by the line of railroad so constructed, it is expedient that the transportation of freight and passengers over said line should be as free from interruption and transhipment as possible.”
In 1852, the Legislature passed an Act to authorize the Central Railroad and Banking Company of Georgia, to lease and work such railroads as now connect or may hereafter connect with the Central Railroad, and to authorize the board of directors of such railroad companies as now have or may hereafter have their respective railroads connecting with the Central Railroad, to make leases thereof for a term of years, or during the continuance of their respective charters. The law provides that it shall and may be lawful for the Central Railroad and Banking Company of Georgia, to lease and work for such time and on such terms, as may be agreed on by the parties interested, the Augusta and Waynesboro’ Railroad, the Milledgeville and Gordon Railroad, the Eaton-ton 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. And, also, that the respective boards of directors of the incorporated companies owning the railroads above mentioned, or owning such other railroads as now connect or may hereafter connect with the Central Railroad, shall have power and authority so to lease to the Central Railroad and Banking Company of Georgia, their respective railroads, for *651such term of time, and on such other terms, as they, respectively, may deem best.
These Acts, taken together, establish, beyond all judicial controversy, two important propositions: first, that the Macon and Western Railroad is a connecting road; the Legislature has so declared; second, that the Central Railroad has the right to lease connecting roads, for such is the express power granted to it by the Legislature. And the Act of 1852 is equally emphatic that the directors of the incorporated companies owning such connecting roads, are clothed with power to lease them to the Central Railroad, in the terms of the Act. We need not, therefore, in the decision of this question, follow the very able argument of our brother Bacon, in relation to the powers conferred by legislation upon the corporations, or discuss the public policy of the State of Georgia, iu its auxiliary importance, in arriving at the correct construction of legislative intent; for the statutes are clear, plain and unequivocal, and leave nothing to supply by intendment or construction. This Court has nothing to do with the policy or impolicy of legislative enactments. The Constitution wisely delegates that power to the General Assembly, and they alone are charged with its execution, with a view to the advancement of the public interest, and enhancement of the public welfare. And where the statutory law is plain, neither strictness nor liberality of construction can judicially limit or enlarge the legislative will. We have, therefore, arrived at the conclusion that the Central Railroad has the legislative right to enter into the lease of the Macon and Western Railroad, under the provisions of the Acts recited; and we hold further, that the exercise of the privileges of the Act of 1852, in the leasing of other roads, which has been continuous since its passage, disposes of the complaint of Mr. Gresham, et al., whose acceptance, by acquiescence, estops such dissenting complainants, as stockholders, from now being heard. Corporations once organized under the laws of the land, and represented by di*652rectors, in the management of their chartered organizations a minority of their stockholders are bound by their acts, when done within the walls of their charter, or within the general provisions of law.
The next question, and most important in the adjudication of this case is, whether the Macon and Western Railroad had the power to lease its road. The 11th section of the original Act of 1853, says: “The said Monroe Railroad Company (now Macon and Western Railroad) shall have the exclusive right of transportation and conveyance of persons, produce, merchandise, and all other things over the railroad to be by them constructed, so long as they shall see fit to exercise such exclusive right: Provided, the charges for transportation or conveyance shall not exceed, etc.; and provided, also, that said company may, when they see fit, rent or farm out any part or the whole.oí their said exclusive right of transportation on said railroad, with the privileges thereof, to any individual or individuals or other company, subject to rates above mentioned."
Under this provision the Macon and Western Railroad has the right to lease their right of transportation with the privileges thereof, to any individual or other company. It will not bejdenied that the Central Railroad Company comes expressly within the term “ other company;” and we can realize no possible or positive difference between the power to lease the exclusive right of transportation on said railroad and the railroad itself. The one is essential to the use of the other, and if there were left any imaginable doubt between the one and the other, we might invoke legislative construction of the Act of 1852. But the language of the charter, in connection -with the right of transportation on said road with the privileges thereof, carries with overwhelming conviction the right to lease the road, for transportation over the road, which is conceded must bear with it the privilege of the road itself. It would be too strict a construction to say the transportation of the road and the privileges thereof *653meant only to convey the right of going over the road. As well might we hold that the lease to a plantation did not include the right to plow the land or give a right to the land or all the privileges thereof, during the term of the lease. We, therefore, hold two propositions settled. The first, the right of the Central Railroad Company to lease the Macon and Western Railroad, and the right of the Macon and Western to lease itself to the Central.
The next proposition which we deem it necessary to notice, is based upon the ground that the instrument entered into by the contracting parties, it is argued, is not a lease. We have examined this instrument, and are satisfied, under the Code of Georgia, that it was the intention of the parties to execute a lease, and the cardinal rule of construction of all contracts is to ascertain the intention of the parties. If that intention be clear, and it contravenes no rule of law, and sufficient words be used to arrive at the intention, it should be enforced, irrespective of all technical or arbitrary rules of construction. And to our minds it was the intention of the parties to execute a lease, and nothing in the instrument can be construed legitimately to impute a different construction. The covenant entered into between the parties to the effect “ that so soon as the necessary legislation for that purpose be secured there shall be an amalgamation of these roads,” even if it were true that such contract was in itself illegal, which we do not think, by the laws of Georgia would not in the slightest degree invalidate the lease. For, under the law, contracts are severable, and that which is valid will be maintained by the Courts. But for myself, I do not think that provision agreed to by the contracting parties subject to the will of the Legislature to enforce by appropriate legislation is invalid. The legal objection is that this provision may have formed one of the chief inducements to the consummation of the lease, and inasmuch as such act of amalgamation would be illegal without the unanimous consent of all the stockholders, the consideration provides for an illegal *654thing, to-wit: bind the stockholders not consenting thereto by a legislative act. We do not agi’ee with either the premises or the consequences. In the first place, the lease is a good lease irrespective of the provision, and severable therefrom. In the second place, this Court will not anticipate the action of the Legislature, but presume always that that body will act in conformity to law. And in the third place, after legislative provision has been granted to a corporation to do a particular thing, within the scope and enlargement of its powers, I do not hold such act depends upon the unanimous consent of each and every stockholder to give it operation and effect. On the contrary, I hold that the individual contract of the stockholder, from the date of the legal organization of the company, becomes merged in the company, and all contracts afterwards made are contracts of the corporation, and subject to the direction or ratification of a majority of the stockholders. And while it may be the right of an individual stockholder to invoke equitable interposition against the company for an .act about to be executed in violation of law, still I hold that as to all acts permitted by the Legislature after such permission, a majority of the stockholders represent the company, and their will, when legally ascertained and expressed, bind the minority. And in the case at bar, if such provision of the lease is ratified by a majority of the stockholders, individual dissent by any portion of a minority would be unavailing to prevent it. And upon the same principle I dispose of the complaint of the two dissenting stockholders as to the action of the Central Eailroad and Banking Company.