Two general questions arise in this case, to wit, Whether there is adequate remedy for the plaintiffs at law ; ancbif not, whether they are entitled to the redress sought in chancery.
j. 'The facts averred in the plaintiffs’ bill, if there be any remedy, unquestionably show, that there is adequate redress at law. The plaintiffs, by the general law of the state, (Stat. 266.) are obliged to make, build, and keep in sufficient repair, all the necessary highways within the limit's of their town. From this, to a certain extent, they aver, that they were exonerated, by the defendants, who, on a consideration, received by them, expressly assumed to build the necessary highways, within the society of New-Britain. On application to them, for this purpose, the defendants refused to discharge this legal obligation, by reason of which the plaintiffs, as they were bound to do, by the law, built certain highways, and paid and expended large sums of money for this purpose. These sums they now seek to recover, by their bill. In these allegations are comprised all the elements of the action of assumpsit for money paid, laid out and expended.
The only seeming objection arises from the necessity of sustaining tire averment, that the money was advanced at the special instance and request of the defendants. But this request the law implies, from the facts stated in the case. The. defendant’s assent is always implied, where the plaintiff is under a legal obligation to pay money, through his default. Such are the cases of sureties, who satisfy a debt; of a person, who pays money on a bond or judgment, for the use of a joint ob-ligor; of one who, in consequence of the defendant’s default, has been compelled to pay money to relieve his goods from distress ; and generally, where from the beneficial nature of the consideration and circumstances of the case, a request may be implied. 1 Fonbl. Eq. 336. n. Yelv. 41. n. (Metcalf’s ed.) Jenkins v. Tucker, 1 H. Bla. 93. Oatfield v. Waring, 14 Johns. Rep. 188. 2 Stark. Ev. 100, 1, 2.
If there was a discovery required in the case, or the nature of the relief was specific, the plaintiffs’ bill might be sustained ; but neither of these exist. An account from the defendants is not requisite, being a matter of defence only ; and the *188recovery sought is for a sum of money, to be collected, in the usual manner, by execution. Coe v. Turner, 5 Conn. Rep. 86. Kempshall v. Stone, 5 Johns. Chan. Rep. 193.
2. If, however, the remedy were in chancery, the plaintiffs must fail. They have no title. They do not come here for the fund ; nor could they, as it could only be forfeited by misapplication. But they demand the repayment of a sum of money advanced for the defendants, on the ground, that they bound themselves to Farmington, by the acceptance of the fund, to build certain highways ; and that this obligation has, by the legislature, been transferred to the plaintiffs.
In the first place, the defendants, by the transaction alluded to, with Farmington, were under no obligation to build any of the necessary highways within their limits. Not to insist on the unauthorized proceeding of that town, in assuming to sell parts of their highways, without any legal authority, and to convey land which they had no right to convey, or to create in themselves any legal or equitable consideration to the engagement made by the defendants, it is sufficient to say, that the defendants could not, and did not, bind themselves, by the contract they assumed- They were a corporation, created for certain purposes only, and invested with specified powers. The authority to contract for the building of highways within their limits, on any consideration whatever, was not one of them. The powers of a corporation, an artificial person, are such, and such only, as its charter confers. It may act in the manner and for the purposes prescribed ; but beyond this limit it cannot go. Hence, it is established law, that under the enabling act of a corporation, from which all its authority is derived, it has no powers except such as are especially granted, or such as are necessary to carry into effect the granted powers. Head & Amory v. The Providence Insurance Company, 2 Crunch 127. The People v. The Utica Insurance Company, 15 Johns. Rep. 383. Broughton v. Manchester Water Works Company, 3 Barn. & Ald. 1. Stark v. Highgate Archway Company, 5 Taun. 792. The New-York Firemen Insurance Company v. Ely & al. 5 Conn. Rep. 560.
It neither has been nor can be pretended, that Farmington ever had any right, within the range of these principles. The utmost that can be insisted on, is, that the money advanced to New-Britain, without consideration, Farmington has a right to resuma. On this subject., however, 1 express no opinion.
*189If, however, there once existed in Farmington the right the plaintiffs now claim, there is no ground or pretence, that legislature could annul this right, and tránsfer it to the plaintiffs; orthat they have even attempted to do it.
In the first place, the legislature was incompetent to make the transfer. Farmington was no party to the proceeding before them ; and the rights and property of an individual or corporation, the legislature had no authority to annul or impair.
This proposition is self-evident, at least, to every mind, that does not admit the legislative authority over the property of every individual and every corporation, to be absolutely and unqualifiedly supreme. Nor have they attempted to transfer their claim. Berlin was incorporated a town, with the usual rights and duties, and in the customary manner. The charter of incorporation contains no transferor the demanded right; nor is there any thing in this instrument, indicating an intention in the legislature, to invest the plaintiffs with a title to the contract in question.
It, however, has been insisted for the plaintiffs, that the legislature, by the act incorporating the town of Berlin, have subjected the defendants to the obligation of making the highways before-mentioned, by declaring, that said society shall be entitled to the avails of the highways within its limits, and shall provide within the same limits all future highways. To this I reply, that this provision was beyond the competency of the legislature. The society of New-Britain was no party to the act of incorporation ; and the consideration of this unusual burden, that is, the avails of the highways sold, and which were not, and could not be, accepted, by the defendants, it was not within the power of the legislature to grant. From this source, then, the defendants are put under no obligation, even if the plaintiffs copld avail themselves of it; a point I do not concede, nor shall I discuss, as it is a consideration of no moment.
For the reasons assigned, the superior court must be advised, that the plaintiffs’ bill be adjudged insufficient.
The other Judges were of the same opinion.Demurrer to be Sustained, and Bill dismissed.