By the Court,
Martin, J.By the Act creating and incorporating the complainants, such complainants were authoi’ized to purchase within a prescribed time, and upon certain terms, the Michigan Central Railroad; and upon such purchase was required to complete the construction of said road from Detroit to some point on or near Lake Michigan, in this State, and thence on to the southern boundary of the State.
By the Act incorporating the Michigan Southern Railroad Company, such Company was authorized upon certain terms and within a certain time, but contingently upon the purchase of the Central road by the complainants, to purchase the Michigan Southern Railroad, with all its appurtenances, including the Tecumseh branch, and all rights of way for a railroad between Tecumseh and Manchester, and was required to extend and complete such branch to Jackson, as well as to complete the Southern road to Lake Michigan. (See Session Laws of 1846, pp. 37 and 170.) Under this latter charter, the defendants are proceeding to complete the Tecumseh branch to Jackson, and the complainants, claiming *373that such extension will be in derogation of the rights secured to it by the provisions of the fifth section of its charter, seeks by this bill to restrain them from completing and putting in operation so much thereof as shall approach within five miles of the Central road.
The provisions of the fifth section, upon which the complainants rely, is the following : “And no Railroad or Railroads from the eastern or southern boundary of the State, shall be' built, constructed or maintained, or shall be authorized to be built, constructed or maintained, by or under any law of this State, any portion of which shall approach, westwardly of Wayne County, within five miles of the line of said Railroad, as designated in this Act, without the consent of said Company ; nor shall any Railroad or Railroads be so authorized or constructed, which shall commence within twenty miles of the City of Detroit, and extend to Lake Michigan, or the southern boundary line of this State, the line of which shall, on an average, run within twenty miles of the main line of said Michigan Central Railroad : Provided, that nothing herein contained shall be construed to preclude or prevent the construction of the Southern Railroad from Lake Erie to Lake Michigan on the line therefor, heretofore designated by the laws of this State, or anywhere further south, ward of said line: md provided also, that this section shall not be construed to restrict or prevent the construction of public roads or canals or Railroads, or private ways, under, above or across the road of said Company, when deemed expedient, but so as not unnecessarily to obstruct the same,” etc.
That such branch cannot be extended to Jackson, without approaching within five miles of, and virtually up to the line of the Central road, will not be denied, and the single question presented in this case is, whether such extension be within the inhibition of the complainants’ charter. Our first inquiry, then, is necessarily, what this protection to the *374complainants is, which is claimed to be an inhibition upon the extension of'the branch to Jackson.
Tiie construction of this provision of the complainants’ charter has, to a very great extent, employed the time and taxed the ingenuity of the counsel for both parties, yet we apprehend that a careful examination will enable us, satisfactorily, to interpret it so as to give effect to the Legislative intention, to preserve the rights of parties, and to consist with sound public policy. At the time of the passage of their charter, it was the desire and the settled policy of the State to sell, if practicable, all its works of internal improvement, and relieve itself from the burdens and responsibilities attending their prosecution, as well as from the debt it had incurred upon their account. In addition to the Central and Southern roads running from the eastern boundary, and which were being constructed by the State, charters were in existence, authorizing the construction of various other Railroads, running, some from the eastern and some from the southern boundary, towards, up to, and across the Central road. Under some of these charters, the work had been commenced, while under others, nothing had been done. Whether any, and which of these charters were yet valid, and which was extinct, and what were the rights of the corporators, were questions which would naturally be suggested to the minds of those proposing to purchase these roads, and those questions were more easily and satisfactorily disposed of, by provisions protecting the purchasers from the construction of these chartered roads, than by an investigation into the condition of each, or by -judicial proceedings instituted for their forfeiture. It was also desirable, that no other roads should be authorized to be constructed in the same direction with those thus disposed of, and by these means the purchasers would be protected from injurious competition, and from a diversion of business from their line *375without their consent. Hence, we find much the same provisions in both charters. For these purposes, among others, the provisions referred to were inserted in the complainants’ charter. Whether, and how far, these purposes have been accomplished, and their object attained, must be determined by the language employed, as it is a well-settled rule, that public grants are to be construed strictly, and that nothing is to be taken by implication as against the public, or in favor of monopolies, and in abridgement of public or common rights.
The protection secured to the complainants, is : 1. Against the construction, maintenance, or authorization of any Hail-road running from the eastern or southern boundary of the State, any portion of which shall approach westwardly of Wayne County, within five miles of the Une of the Central road, as designated in the charter, without the consent of the complainant; and, 2. Against the authorization or construction of any road which should commence within twenty miles of Detroit, and extend to Lake Michigan, or the southern boundary line of the State, and the line of which should, on an average, run within twenty miles of the mcUn line of the Central road. These roads contemplated in, and inhibited by the first subdivision, are clearly such as shall intersect, or extend from the eastern or southern boundary of the State, and not such as shall be constructed from intermediate points, and which may approach within five miles of the line of the Central road, which was designated in the Act. Now, by a reference to the Act (SecUon 5), it will- be seen, that the designated line extended only to Kalamazoo, and that beyond this point it was to be designated and located by the complainant. Hence, the second subdivision, inhibiting through parallel roads, or those extending-from a point within twenty miles of Detroit to Lake Michigan, or the southern State boundary, the Une of which might, on an average, run within *376twenty miles of the mam Une of the Central road. This is made apparent by the. proviso, that nothing therein contained should be construed to prevent the construction of the Southern Railroad on the line which had already been designated by law, or anywhere farther southward of that line. What the line of the complainants’ road west from Kalamazoo might be, was unknown, and its designation, might be such as to bring it within twenty miles of, or even across the line of the Southern road as designated by law; and to obviate the consequence of such a designation by the complainant, and the necessity of a change of the line of the Southern road (which yet was, and might continue to be the property of the State), this proviso was inserted. So again, this is apparent from the consideration of the fact, that a road from the eastern or southern boundary, while some por- • tion of it might approaeh within five miles of the line of the Central road, might not at all run on an average of twenty miles of its main lime; while one, commencing within twenty miles of Detroit, and extending to Lake Michigan, might run within that average distance ; and so might one running to the southern l>ounda/ry, if its course were westwardly, but not otherwise. It can hardly be doubted, either, from an examination of the Act, that the protection of Detroit from the consequences which might result from the termination of roads within a distance of twenty miles, entered largely into the consideration of the Legislature in framing this latter prohibition.
The branch in question, not being a parallel road, comes within the prohibition of the first subdivision, if it shall be found to be within eithei*. It is contended, on behalf of the complainant, that this inhibition extends as well to “ series of roads,” or lines which, by their connections, may reach the proscribed limits, as to continuous roads ; and it is upon this foundation that the whole claim of the complainants rests. *377So fax is this claim urged, that the proviso, that nothing in the section shall be construed to restrict or prevent the construction of public roads, or canals, or railroads or private ways under, above or across the complainant’s road, when deemed expedient, but so as not unnecessarily to obstruct it, is claimed to be limited in its terms by the general words of the prohibition (a1 claim which has at least the merit of novelty to recommend it), and that such cross roads can only be built as do not connect with the southern or eastern boundary.
But we apprehend that the language employed will not authorize such a construction. If, in the interpretation of this Act, words are to be deemed to have been used in their ordinary sense (and this is the well-settled rule for the construction of laws, when a contrary intention does not expressly appear), we can attach to the expression “railroad or railroads” no signification which would embrace a series or connection of roads, one of which might extend to the one proscribed limit, and another reach to the other proscribed limit, because; 1. These words are employed as convertible, and are used in the ordinary form of legislative language for abundant caution, and no extraordinary signification is indicated. 2. Because such as run from a designated point, viz.: the southern or eastern boundary are mentioned, and not such as might be constructed from other or intermediate points ; and, 3. Because the phrase “ my portion of which” has a singular sense, and relates to each road which may run in the prohibited direction, and cannot, without gross violence to language, be construed to apply to one of a series, as the word “ which” has for its antecedent such road or roads as are described as commencing at a designated point; nor, for the same reason, can the phrase be construed to signify “ any portion of either of which,” or “ any portion of any one of which,” without the aid of implication ; and to this, except in the last necessity, we cannot resort to determina *378the franchises of a Corporation. If tbe Legislature bad bad in contemplation the prohibition of all lines of railroads which could or might, through their connections with each other, or with other roads, approach within five miles of the complainants’ road on the one band, and to the eastern or southern boundary line of the State on the other, words would have been employed which would clearly indicate such an intention: words which would prohibit the approach of any one of the chain, and not such as import in their ordinary use entire roads.
. It is reasonable to presume, that the Legislature carefully weighed and duly considered the import of the language employed in this charter. The nature of the claim put forth by the complainants under the interpretation sought, and the extraordinary powers and immunities demanded, and which must be conceded if such interpretation be correct, furnish abundant evidence that such a prohibition was never contemplated nor created. The eastern boundary of this State is not limited to the little space between Detroit and Monroe, nor is the prohibition in the Act confined to roads running from the eastern boundary within those points. From the Straits of Mackinaw to the Maumee Bay this line extends from which, under this construction, no road or roads can be built which shall approach within five miles of the Central road, nor cross it (for such is the claim of counsel) without the complainants’ consent. If the construction contended for by the complainant be the true one, then no road from the northern or southern portion of the State can, while this charter exists unchanged, be constructed which may reach or cross the Central road, and intersect, or even cross any road which may be constructed from any point of this eastern boundary line. The consequences of such an interpretation of the Act (to which we shall again allude) are too momentous, and would indicate such gross ignorance or *379disregard of the public interests, as to forbid the conclusion that any such design was entertained by the Legislature, or contemplated by either party to the charter.
Our next inquiry is, what are the defendants threatening to do, and under what authority ? By the fifth section of its charter, the Michigan Southern Railroad Company was authorized to locate, construct and maintain a railroad, “from the junction of the Tecumseh branch with the Southern Railroad, to pass through the villages of Tecumseh and Clinton to the village of Manchester, in the County of Washtenaw;” and by the sixth section the said Company was required within a certain time “to extend, construct, and complete the Tecumseh branch from the village -of Tecumseh by way of Clinton to the village of Jackson by way of Manchester, and along the line of the railroads formerly authorized to be constructed by the Jacksonburgh and Palmyra Railroad Company, and so far along the same as may not conflict with the provisions of the Act” incorporating the complainants. Prom the pleadings and proofs, and from the stipulations of parties, and the contemporaneous history to whicli reference has been made (and to which our limited space will only permit an allusion), it appears that the Tecumseh branch is a part of what was originally the Jacksonburgh and Palmyra Railroad, and which at Palmyra connected with the Erie and Kalamazoo Railroad. Before the creation of the complainant’s charter, however, so much of the Jacksonburgh and Palmyra road as extended south of the Michigan Southern Railroad had been discontinued, and that north of this latter road had become the property of the State. It had only been constructed to Tecumseh, but the -purpose of extending it to Jackson bad never been abandoned. This branch then was a public work, as much as the Central and Southern roads, and the faith of the State was as fully pledged to its completion ; and the defendants are only doing what the Legislature *380required to be done in execution of its existing policy, and which the faith of the State was pledged to carry out. Nor do we regard this extension as being within the inhibition of the complainants’ charter. It is not a road from the eastern or southern boundary of the State. It is true that it is connected with, and has become a branch of the Southern road, but such was not its original character, but is the accident arising from its having become the property of the State.
The whole legislation respecting it indicates that its southern terminus was regarded to be at the junction with the Southern road, as fully as its northern terminus was contemplated to be at Jackson. It is argued, that the language employed in requiring this extension to be made, indicates that the Legislature apprehended that such extension might reach within the five mile prohibition. The requirement is that the branch shall be extended, constructed, and completed from Tecumseh by way of Clinton to the village of Jackson by way of Manchester, and along the Ime of the railroads formerly authorized to be constructed by the Jacksonburgh and Palmyra Railroad Company, or so faff along the same as may not conflict with the provisions of the Act incorporating the complainant. Now, this language indicates that the Legislature required the branch to be extended to Jackson, and that such extension should follow a prescribed line, so far as it might, without interfering with the line of the Central road, and that when it would so interfere, a new line should be followed. The terminus was fixed, the line was contingent. That the Legislature had reason to apprehend such conflict of the designated lines, is apparent from the stipulated fact that the Jacksonburgh and Palmyra Railroad Company had surveyed and established the route of the road from Clinton northwardly to Jackson, but had not graded or built the same, and that between Michigan Centre and Jack*381son, the line so surveyed and established crossed, and for some portion of the way ran upon the track occupied by the Central road. Hence the design of the Legislature was to protect the track of the complainants’ road from the intrusion of the defendant, and not to change the terminus, or to leave its location uncertain and contingent upon the will of the complainants.
The Legislature then required its completion, and that it should follow its established line so far as might be, without intruding upon the line of the Central road. Such completion of a road already in existence, partly constructed and operated, and the subject of sale by the State, must have been regarded by the Legislature as altogether different from the construction of a road from the eastern or southern boundaiy line of the State. If it were doubtful whether the branch could be extended to Jackson without the consent of the complainants, the Legislature would hardly have peremptorily required its construction up to a point within five miles of that place, and then left it to terminate perhaps in a forest, or impassable swamp. We apprehend that such a doubt would have suggested ■ provisions respecting the possible northern terminus consistent with good sense and common prudence, and not such as would evidence gross ignorance or consummate folly.
It has been urged, that if this construction is given to the Act, the law might be evaded by a combination of companies, having ostensibly in view the building of roads between intermediate points, but in reality designing the construction of a continuous road extending to the prescribed limits on either hand. If such a case should arise, such a design in fraudem legis would clearly come within the jurisdiction of equity, and its protection would be afforded, unless other causes intervened to withhold it. But this is not such a case, unless indeed we can suppose that the Legislature intended to *382perpetrate a fraud upon its own law, or was acting with the most -wanton-faithlessness towards the complainants.
As lias been already intimated, the consequences of the interpretation of its charter asked for by the complainants, are such as to afford abundant evidence that the Legislature had no such intention as this claim indicates, and they are most assuredly such as should forbid the adoption of such a construction, except upon the requirement of the strict letter of the Act. This branch connects with the line of the Southern road some five miles east from Adrian, and the Erie and Kalamazoo Railroad now also connects with the same road at Adrian. By means of these connections, it appears that an uninterrupted communication by rail may be had from Jackson to the eastern and to the southern, boundary lines of the State. These connections, however, and these consequences, are only such as may follow from the construction of every road traversing the State in a northwardly or southwardly direction. Should railroads be constructed from any points along the eastern coast of the State, north from Detroit, and extend westward, and these be approached by roads running- traversely or diagonally to them, either by contract of parties or a simple change of transitas, a connection between the latter roads and the eastern boundary of the State might be established. The interests of parties, as well as the demands of commerce, will secure these connections, and these diversions of trade as necessities arise, and as opportunities offer. They may be made by contract (as is the case with the connection of the Erie and Kalamazoo Railroad with the defendants’ road), or by an exchange of carriage from route to route, and by means over which the Legislature can have no control. Is it possible that the Legislature had such connections and possibilities in view in framing the complainants’ charter, and that it intended to prohibit them 2 If so, we must conclude that its purpose s *383was to erect an impassable barrier between tbe northern and' southern portions of the State, and to direct and mark out the channels of trade, regardless of the future necessities of the public; and in ignorance of the necessities of the ordinary laws of commerce. Nor can it with reason be urged that this view is without force, as the complainant will never refuse such, approach from the north. "Whatever may be the interests or purposes of the complainants, the question is of jpower. Did the Legislature design to invest this Company with such absolute control over the prosperity and welfare of the State, and over the courses of its trade? "Was it its purpose to subject railroad' intercommunication between the northern and southern sections to the mercy of any Corporation, or to prevent access to the Central road from either portion, if perchance a road running' from the eastern boundary line should traverse it ?
In no view of the case can we conclude that the Legislature designed any such consequences, or intended to inhibit the approach of any railroad to that of the complainants, except such as should, of itself, be entirely within the letter-of the prohibition. Holding then, that the extension of this branch is not prohibited by the complainants’ charter, and that, consequently, no consent is required to its construction, it follows that no franchise of the complainants is invaded, and no occasion exists for the consideration of the various other questions suggested upon the argument. Many of them are of great practical interest, and of daily increasing importance. That many of the views now held by our Courts respecting the character of these Corporations, and the nature of the grants to them, as also respecting Legislative power to grant that which was only delegated for use, will undergo great modifications, and some perhaps be entirely overturned, I have no doubt. But until the questions are distinctly presented, and their solution becomes essential to the judgment *384of the Court, it is scarcely proper to determine them, or indulge in what, after all, would be but judicial speculations.
The decree of the Court below must be reversed, and the bill dismissed with costs.*
Copeland, Bacon and Johnson, J. J., concurred. Pratt, P. J., and Green, J., dissented. Wing, ' J., who heard the cause argued, resigned before it was decided. Douglass, J., did not participate, having decided the cause in the Court below.Since the foregoing case was decided, the case of The Boston and Lowell Railroad Corporation vs. The Salem and Lowell Railroad Co. and others (2 Gray's R., 1), decided by the Supreme Court of Massachusetts, in October, 1864, has been reported. The charter of the complainants in that case, authorized them, to construct a railroad from Boston to LoweE, and provided, “that no other railroad than the one hereby granted shall, within thirty years from and after the passing of this Act, be authorized to be made, leading from Boston, Charlestown, or Cambridge, to LoweE.” Subsequently the Boston and Maine RaUroad, the Salem and LoweE RaEroad Co., and the LoweE and Lawrence Railroad Co., were chartered and constructed roads between termini designated in their respective charters. Neither of these railroads was within the foregoing inhibition of the complainants’ charter. But the two first named of these Corporations, by the use and combinations of sections of their respective roads with a portion of the road of the last named Company, established a continuous line of transportation by railroad between Boston and LoweE. The complainants filed a bill to restrain them from so maintaining and using this line of communication. The Court (Shaw, C. J., delivering the opinion), held, that the foregoing provision, of the complainants’ charter constituted a contract by the Commonwealth with the complainants, that no other railroad from Boston, etc., to LoweE, should be lawfuEy made for thirty years, and was withint he Constitutional power of the Legislature to make, and binding upon their successors; that the exclusive right to such a railroad, conferred upon the complainants for thirty years, was subject, like other property, to be taken for public use, reasonable compensation being made, whenever, in the opinion of the Legislature, the pubEc exigencies required it; but that an Act of the Legislature so appropriating it, under the power of eminent domain, must show by express words, or by necessary implication, the intention of the Legislature to exercise this power, and must be accompanied by provisions for making compensation to the owner; that no such intention to appropriate to public uses any of the rights of the complainants appeared from the legislation relied upon by the defendants; and, in conclusion, added: “We are also of the opinion that the several defendant Corporations,. *385having been incorporated and chartered to establish railroads between several termini, according to their respective Acts of incorporation, have no right, by the use and combination of several sections of their respective railroads, to establish a continuous and uninterrupted line of transportation by railroad, of persons or property, between Lowell and Boston; and, that the actual establishment of such a continuous line of transportation by railroad, is substantially making a railroad, other than that authorized to be made by the plaintiffs, to their injury, and contrary to the rights conferred upon them by their charter.” An injunction was granted in accordance with the prayer of the bill.