We think it very clear that neither of these bills can be maintained:
1. First as to that instituted by the city of Cambridge. By the terms of the acts incorporating the defendants, St. 1853, c. 383, and St. 1854, c. 205, it is manifest that the care and management of all the business and prudential affairs appertaining to the roads belonging to the defendants are intrusted by the legislature exclusively to the corporation. After the location of the road is completed, according to the provisions of these statutes, it is the province and duty of the corporation to construct and maintain the road, to continue +he use of so much of *56it as they may deem expedient, prescribe the rate of fares, and direct the mode of using the road by the public, subject only to such regulations as the mayor and aldermen of the cities in which the road is located may make concerning the rate of speed and the manner of using the tracks. This delegation of power to the corporation over the management of the road is full and complete, without restriction or limitation, and it cannot be interfered with so long as it is exercised in good faith. The city of Cambridge has no right or interest in the road or its management, other than or different from that which belongs to any other municipal corporation in the Commonwealth, except that which may exist or accrue by reason of the provisions contained in § 7 of the original charter of the corporation, Si. 1853, c. 383, by which the right is granted to the cities of Boston and Cambridge of purchasing the franchise and property of the corporation on certain prescribed terms at any time during the continuance of the charter, and after the expiration of ten years from the opening of any part of the road for use. But this right of preemption, even if it be conceded to be in the nature of a contract, confers no right or power on the city to interfere with or control the administration of the affairs of the corporation by its directors or other officers, so long as they are conducted in good faith, and no fraud or unfair dealing in the management of the road or its business is alleged. More especially is this so during the period which must elapse before the time shall have expired when the right of purchase will accrue to the city, and while they can set forth only a probability of acquiring a future title to the road" and franchise, contingent on the election of the city to exercise the right of purchase, an event which may never happen. The allegations in the bill go no further than to avei indiscreet and improvident management by the corporation, by which a portion of the road, as already located, will be discontinued, and the right to maintain it forfeited and lost, whereby great pecuniary loss may be occasioned to the corporation, and the contingent right of purchase by the city may be injuriously affected and its value impaired. But these allegations amount i<) nothing more than an averment that the affairs of the *57corporation are not wisely and discreetly conducted. The same result would follow if the zorporation should purchase horses and grain at prices which the plaintiffs should allege to be exorbitant or excessive, or should manage any other branch of their business in a manner which might be deemed to be imprudent or careless. Such matters are by law intrusted to the corporation, and their doings cannot be revised or regulated, or in any way interfered with, so long as they act fairly and without fraud Putting aside all other objections to the maintenance of the bill, we are therefore of opinion that the city show no such right or interest as to authorize them to call in the aid of a court of equity to restrain the defendants from the exercise of the powers conferred on them by law.
2. It is equally clear that the allegations in the bill brought by the mayor and aldermen of Cambridge show no right in them to equitable relief. We are unable to see any plausible ground on which they can be held to be proper parties to any suit against the defendants, either for an infringement of the provisions of their charter or of a want of fidelity and due care in the management of the business and affairs of the corporation, or for a breach of any alleged contract or agreement into which they have entered. _ Certainly no right or authority to exercise any supervision or control over the defendants, or to require them to conduct the operations of their road in any manner other than is deemed expedient or proper by the defendants, or to enforce any supposed agreement or condition, is vested in the mayor and aldermen, under the general powers and duties devolved on them by law, as officers acting for the city. Nor is there any such right or authority vested in them by the acts incorporating the defendants. So far as they are intrusted with any power in relation to the location and construction of the road, and other matters connected with its use, these duties are specifically enumerated and defined, and they are to be performed by them, not as officers acting for or representing the city, but as a body of men on whom certain duties of a ministerial or quasi judicia. nature are by law devolved. These duties have no necessary or essential connection with those which they are *58called on to perform in their official capacity, as a branch of tho city government. They might have been imposed as well on any other body of men, if the legislature had seen fit, although it was doubtless wise as a matter of convenience and expediency that they should be performed by those who, in their official connection with the city, would be more likely to discharge them without difficulty and to the advantage of the public. But we look in vain for any provision of law which authorizes them to act in behalf of the city, either in making any contracts with the defendants, or in enforcing, in their names or in their official capacity, any contract created by law, with the city or the public, under the acts incorporating the defendants. If the conditions on which the location of the road or any part of it was granted to the defendants can be properly regarded as a contract — a point not necessary now to determine — it was not one to which the mayor and aldermen were a party, or which they are capable of enforcing. They were merely agents in prescribing the terms of such location, with specific and limited powers, and possessing no power or authority beyond those enumerated, among which is not included that of maintaining an action to compel the defendants to comply either with the terms of their charter or the conditions on which they were permitted to construct their tracks through the streets of a city. A remedy for any such violations of contracts or duty by the defendants cannot be sought by these plaintiffs.
The provisions of St. 1864, c. 229, §§ 26, 45, confer no power on the mayor and aldermen to maintain this bill.
Upon these grounds, without meaning to be understood that there are not other valid objections to the maintenance of these suits, we are of opinion that a decree must be entered sustaining the demurrer and dismissing these bills.
Bills dismissed.