dissenting:
We do not concur in the foregoing opinion adopted by the majority of the court. The principal charges of usurpation made against appellee consist in the construction of dwelling houses sufficient for the comfortable occupancy of its employees; maintaining and furnishing, without charge to its employees, parks, flower beds, recreation grounds and other like means of enjoyment; building and furnishing to them rooms for a public library free of rent, and churches, a lecture room, theater and concert hall at a nominal sum; owning rooms rented to the board of education for schools, and rooms for the sale of groceries and necessaries, and furnishing heat, light and water to some of the occupants and providing for proper sewerage. The extent to which these things are done, and their purpose and connection with the successful prosecution of the business which appellee was 'chartered to carry on, are set out in the amended pleas and substantially stated in the foregxnng opinion. The matters so. alleged in the pleas are admitted by the demurrers to be true, and if they show the acts complained of to be reasonably necessary in order to enable appellee to carry into effect the powers expressly granted to it and to enable it to accomplish the purposes of its creation, then they are within its implied powers, and no less lawful than those expressly authorized.
By its charter the defendant is vested with all powers, rights, privileges and immunities incident to corporations, and necessary or useful for the purposes of the incorporation; with power to manufacture, construct and purchase railway cars, with all convenient appendages and supplies for persons traveling therein, and the same to sell or use, or permit to be used, in such manner and upon such terms as the company may think fit and proper; and to purchase, acquire and hold such real estate as may be deemed necessary for the supcessful prosecution of the business of the company, and to sell and convey the same.
The trial court, in its opinion, quotes with approval— and we concur in such approval—the general rules and principles of law applicable to the matter of the implied powers of corporations, as they are stated in the brief of counsel for appellee. That statement is as follows: “It is axiomatic that corporations have not only the powers expressly granted but those which are necessarily implied; that while they derive all their powers from the legislature which creates them, it is also true that what is fairly implied is as certainly granted as what is expressed; that unless restrained by their charters they have the power to deal precisely, in carrying out the corporate purposes, as individuals seeking to accomplish the same ends; that they may ‘resort to any means that would be necessary and proper for an individual in executing the same, unless they be prohibited by the terms of their charters or some public law from so doing;’ that while, in regard to their express powers, the grants are construed most liberally in favor of the State and most strictly against the corporation, yet in regard to incidental powers neither strict nor liberal, but only reasonable, rules of construction are applied; that corporations may so far develop and extend their operations as to engage in matters not primarily contemplated by then-founders, provided these matters be fairly within their scope, and provided, also, that in so developing and extending their undertakings they employ direct, and not indirect, means; that different rules of construction are to be applied to charters of corporations organized under special acts and those organized under a general law, the greater strictness of interpretation being employed in dealing with the latter; that ‘necessary,’ when used in defining the powers of corporations, does not mean what is simply indispensable, but also what is useful, convenient and proper to carry into effect the fran chises granted. —1 Spelling on Corp. secs. 68, 73, 75, and cases cited; Green’s Brice’s Ultra Vires, pp. 66, 71, 73, 75, 87, 91, and cases cited; Curtis v. Leavitt, 15 N. Y. 9; Union Bank v. Jacobs, 6 Humph. 525; Railroad Co. v. Berks County, 6 Pa. St. 70; P. & S. Railroad Co. v. Lewis, 33 id. 33; New England Fire and Marine Ins. Co. v. Robinson, 25 Ind. 541; Brown v. Winnisimmet Co. 11 Allen, 326; Old Colony Railroad Co. v. Evans, 6 Gray, 25; McCulloch v. Maryland, 4 Wheat. 316; State v. Hancock, 35 N. J. L. 537; Crawford v. Longstreet, 43 id. 328; Ellerman v. Railway Co. 49 N. J. Eq. 217; 2 Cook on Stockholders, (3d ed.) sec. 681.” See, also, Madison, etc. Co. v. Watertown, etc. Co. 5 Wis. 173, and Clark v. Farrington, 11 id. 321.
In the case of Curtis v. Leavitt, 15 N. Y. 9, it was held that corporations, along with their specific powers, take all the reasonable means of execution,—all that are convenient and adapted to the end in view; that the corporation has a liberty of choice among'st those means, and that if, in the exercise of such liberty, an intelligent good faith is used, then the power to select the means adopted cannot be called in question.
In State v. Hancock, 35 N. J. L. 537, it was said by Chief Justice Beasley: “Power necessary to a corporation does not mean simply power which is indispensable. Such phraseology has never been interpreted in so narrow a sense. There are few powers which are, in the strict sense, absolutely necessary to those ■ artificial persons, and to concede to them powers only of such a character, while it might not entirely paralyze, would very greatly embarrass, their operations. Such, in similar cases, has never been the legal acceptance of this term. A power which is obviously appropriate and convenient to carry into effect the franchise granted has always been deemed a necessary one.” And further said: “The term comprises a grant of the right to use all the means suitable and proper to accomplish the end which the legislature had in view at the time of the enactment of the charter.”
There is a substantial agreement in the authorities as to the general doctrine of the implied powers of corporations. That doctrine has been stated in various forms, but they amount, in substance, to one and the same thing-. As formulated in the brief of appellant it is as follows: “A corporation can only exercise such powers as may be conferred upon it by the legislative body creating it, either in express terms or by necessary implication, and the implied powers are presumed to exist to enable it to carry out the express powers granted.” In the case of almost every corporation its implied powers are more numerous and of greater importance than those expressly granted in its charter. No rule can be stated by which can be determined with exactness just what the limits of the implied powers of corporations are. These limits depend largely upon the nature of the corporation, its necessities and the surrounding circumstances. While grants of power are strictly construed as to those expressly granted, yet in executing such express powers the corporation has an implied authority to carry such express powers into full effect, and for that purpose may adopt any means, not prohibited by law, that are necessary, usual, convenient, reasonable or suitable for accomplishing the objects of the incorporation; and in respect to these implied powers, the rule of strict construction that obtains in the case of an express grant of power has no application, but the rule of a reasonable construction prevails.
Principal among the express objects for which the defendant was incorporated was that of manufacturing and constructing railway cars, with all convenient appendages; and for the accomplishment of such purpose it was expressly given power to purchase, acquire and hold “such real estate as may be deemed necessary for the successful prosecution of their business,” and along with it “all powers, rights, privileges and immunities incident to corporations, and necessary or useful" for the accomplishment of such purpose. We have seen that the rule is, that while a corporation can exercise no powers other than those conferred by its charter, and cannot engage in any separate and unauthorized business, yet that it has a right of selection as to the means to be used in carrying into effect the expressly delegated powers, the only restriction being that they shall be necessary, in the sense of being suitable, convenient and reasonable, and not in contravention of any rule of law.
In the leading case of McCulloch v. Maryland, 4 Wheat. 413, it is said by Chief Justice Marshall, among other thing's, that to employ the means necessary to an end is generally understood as employing any means calculated to produce the end, and not as being confined to those single means without which the end would be entirely unattainable; that it is essential to just construction that many words which import something excessive should be understood in a more mitigated sense —in that sense which common usage justifies; that the word “necessary” is of this description; that it has not a fixed character peculiar to itself, but admits of all degrees of comparison, and is often connected with other words which increase or diminish the impression the mind receives of the” urgency it imports. In the case now at bar, the power given the defendant by the sixth section of its charter is not simply to purchase, acquire and hold such real estate as may be necessary for the purposes of the incorporation, but such “as may be deemed necessary for the successful prosecution of their business.” It would seem, from the rule, that it is not to be presumed that the legislature used idle and useless words, and, from the reasoning of Chief Justice Marshall in the case above mentioned, that' some force and effect should be given to the words “deemed” and “successful,” used in said act. Without these words the act gave to the defendant the right to purchase, acquire and hold not only such real estate as was absolutely indispensable for the purposes of the corporation, but also such as was useful, convenient, reasonable and proper in the conduct of the business for which it was incorporated. The use of the words mentioned, even if it does not otherwise amplify the power, is at least an indication of an a formative legislative intention that the corporation should have and exercise some degree of discretion in respect to the amount of real estate it should acquire and hold,—the same to be, as matter of course, not an unlimited and unbridled discretion, but a discretion to be exercised in good faith and within reasonable limits.
It appears from the pleas, admitted to be true, that the work of construction was completed in the year 1881, and since that time appellee has carried on its business and exercised the powers now claimed, and the dwelling houses, have been occupied by a population of about ten thousand people. It was a conspicuous movement, which attracted general attention and widespread discussion. The provision made by appellee for those in its employment and their families, both as to dwellings and surroundings contributing to their comfort and elevation, was well and generally understood. The plan was carried on for fourteen years, and the powers in question were exercised without attack or question from the State. The' charges now brought ag'ainst it seem to be incited by its proportions and great business success, rather than because of any sound legal objection. Prom the fact that it satisfactorily supplied a necessity consequent upon the rapid development of a new country and the increase of commerce and travel occasioned by the building of railroads, and by means of wise and discreet management and the adoption of economical methods of business, it has, in a comparatively few years, grown from a company with $100,000 of capital stock to a large, wealthy and prosperous corporation with a capital stock of §36,000,000, and with an amount and value of real estate and other property commensurate with the amount of capital it has invested and the extensive business in which it is engaged. If the various implied powers that it has availed of had been exercised by a less wealthy and pretentious corporation, it is hardly probable that the right to exercise such powers would ever have been called in question. In fact, it seems to us that the only difference in that regard between those used by the corporation now at bar and those which are and long have been exercised by the numerous mining companies, lumber companies, manufacturing companies, and other companies incorporated and doing business in this State, is a difference that is not based upon any sound legal distinction, but merely one that arises from the vast amount of business done by the defendant. The difference is merely as to the extent to which it has become necessary or expedient to use such implied powers. If a lumber company, with a few thousand dollars of capital stock, may, without express power in that regard and under and by virtue of its implied powers, construct a dozen or twenty frame dwellings for the use of the employees at its saw-mill, and if a coal mining company, with a comparatively small capital stock, may in like manner build fifty or a hundred houses and cottages to be occupied by the families of those who work in its mines, it is difficult to see why, upon principle, the defendant, if the nature and magnitude of its business reasonably require it, may not construct 2200 buildings and tenements suitable for the occupancy of the class of workmen that the nature of its business requires. And if the lumber or mining company, not for the purposes of profit, but merely for the accommodation of its workmen and for the purpose of inducing them to enter and remain in its employment, can build a log school house in which the children of its employees may be educated or church in which such employees and their families may worship, it is not perceived why, upon principle, the defendant has not the implied power to do all that it has done or is doing in respect to the school houses and churches of which complaint is made. It is a matter of common and general knowledge that in this State, and continuously from the days of the earliest development of its resources, lumber and saw-mill companies, mining companies, manufacturing companies and other like corporations have, without question, constructed and used, not for purposes of speculation in real estate, but as a necessary and convenient means for carrying on the several kinds of business for which they were respectively incorporated, houses to be used by their servants and employees as habitations for themselves and their families; and hotels and boarding houses for the accommodation of such servants and emplojmes as had no families, and of such other persons as were temporarily called, for the purpose of transacting business with such corporations, to the localities where their business was being carried on; and structures to be used as churches or school houses for the benefit of their employees, their families and children. There is no difference between what always has been done and is still being done by these various corporations and that which this defendant has done and is still doing, except this: that owing to the very large and extensive proportions to which the plant and business of the defendant have grown, a much larger number of houses and tenements is required for the accommodation of its employees, and that, owing" to the fact that the best class of skill and labor is necessary in the construction of its products, and the proximity of the plant to a large city, a better class of tenements, supplied with more of the conveniences and comforts of life, is required in order to attract and obtain such better class of skilled employees.
In Vermont Central Railroad Co. v. Burlington, 28 Vt. 193, a question of the exemption of certain property of the company from taxation was raised. The court held that only such of said property as the company was authorized to take without the consent of the owner was so exempt, but in their opinion said: “They may at the same time hold, by gift or grant, woodland for fuel, or land on which to erect tenements for those under their employ-' ment, and for various other purposes connected with the use of the road, and to which that exemption does not apply.”
In State v. Commissioners of Mansfield, 3 Zab. 513, the railroad company owned houses and lots which were let by it to its workmen and employees, and the question involved was the right of exemption from taxation. The court decided against the claimed exemption, but in its opinion recognized the right of the corporation'“to purchase land and to erect houses in the right location and of the right kind for all their constant employees.”
In Crawford v. Longstreet, 43 N. J. L. 325, the question was as to the right of a turnpike company to lease and use premises on which was a house occupied by its servants, and other conveniences used by the company. The court held that such right was one of the implied powers of the corporation, and said that while a habitation for the company’s servants and laborers was not strictly indispensable, yet “that such an arrangement was convenient, useful and essential to the proper management of its business scarcely admits of denial.”
In Locey Coal Mines v. Chicago, Wilmington and Vermilion Coal Co. 131 Ill. 9, the right of the coal company to own the property there in question was not raised or specifically involved, but the court iu its opinion distinctly recognizes that the thirty dwelling houses, boarding houses, storehouse and various other buildings connected with the mines were properly a part of its property, and “desirable and necessary for carrying on its business of mining and selling coal.”
In Moss v. Rossie Lead Mining Co. 5 Hill, 137, the company was incorporated “for the purpose of raising and smelting lead ore at Rossie.” It first engaged only in the business of raising ore, the smelting being done by Moss & Knapp. It subsequently bought the property of Moss & Knapp, which included a house and lot, fifty acres of improved land, on which were several houses used as residences for workmen, stoves in the houses, a building which had been occupied as a store, a school house, a threshing machine, etc. In the opinion of the court it is said: “If articles bought by a corporation cannot possibly be of any use in the line of their corporate business, but the purchase is necessarily an excess of power, a question might be raised on that ground. Yet in dealing with corporations created for manufacturing purposes, who that does not make a part of them shall be holden to penetrate the ramifications of their business so as to fix the boundary of possible utility.? Such a company as the defendant’s must have lands, houses and wood, as well as mines, machinery and utensils. They may resort to all the ordinary means of paying workmen and providing them and their families with residences; and who would deny, in this country of schools, that they may pay by providing" school houses and school masters for the children of workmen?”
In the subsequent case of Moss v. Averill, 10 N. Y. 449, which involved the same facts as those in the case last cited, and which also involved the question of ultra vires, it was said: “The purchase of the property of Moss & Knapp, for which the notes in question were given, was within the scope of the legitimate business of the company. * * * They did not embark in any other business than that for which they were incorporated. The property they purchased had been got' together by Moss & Knapp for the smelting business, and nothing else, and was necessary to carry on that business. It was situated in a new country, at a distance from any village, and required for the accommodation of their hands the erection of suitable habitations. The country was a wilderness and had to be cleared. The men and animals employed by them had to be supported. If they raised a little grain on their c] earings, it must be harvested and prepared for food or it would be lost.” And further said: “One of the shanties had been used by Moss & Knapp as a school house for the children of their men. Whether it was so used at the time of the purchase does not appear. It would have been no objection to the validity of the sale had it been at that time devoted to so laudable an object.”
In Searight, Thornton & Co. v. Payne, 6 B. J. Lea, 283, the Worley Furnace Company, an incorporated iron company, owned and operated a “supply store” in connection with its furnace, and which was not expressly authorized by the company’s charter. The court held that it might be fairly included in the powers of the corporation.
In Texas and St. Louis Railroad Co. v. Robards, 60 Tex. 546, it was held that the railroad company might, under the circumstances of that case, make a contract for the building- of a hotel. Among other things the court said: “The power of a corporation to contract extends not merely to such subjects as are absolutely essential or indispensable to the performance of specified acts authorized by its charter, but also to such (uot being prohibited by law ñor against public policy) as are designed and may be useful in promoting the main enterprise.”
In Watt’s Appeal, 78 Pa. St. 370, the right of a land and improvement company, under the circumstances of that case, to erect a hotel was sustained.
Section 362 of Morawetz on Private Corporations (2d ed.) is as follows: “It is a well established general rule that a corporation may carry on the business for which it was chartered, in the manner in which a business of that particular kind is usually carried on. What the usual manner of carrying on a business is, cannot be determined by the application of purely legal principles. It is a question of fact, and not a question of law. Evidently, therefore, it is impossible to decide abstractly that acts of a particular description are within or without the chartered powers of a corporation. The right of a corporation to perform an act depends, in every case, upon all the surrounding circumstances. No act is authorized under all circumstances, and facts can be conceived which would render almost any act justifiable. Thus, a railroad company may usually buy coal and material for constructing its road; but it would have no authority to buy coal or anything else as a speculation, with the intention of selling it again. On the other hand, it would clearly be unauthorized, under any ordinary state of facts, to use the funds of a railroad company for building a church or a theater, yet this use of the corporate funds might be entirely justifiable if a church or a theater were required for the use of the company’s workmen, in a part of the world where no church or suitable place of recreation was accessible.”
Mayor of Norwich v. Norfolk Railway Co. 4 El. & Bl. 396, was a case in which one of the pleas raised the question of the implied powers of the corporation. The question of ultra vires, however, was not decided by the court, as the decision of the case turned on another ground. The four judges delivered separate opinions, from two of which we quote, on account of the applicability of the language used to the case now at bar. Coleridge, J., said: “When one considers the immense extension and increase of corporate bodies in modern timés, the vast variety of purposes for which they are created, the complication of circumstances under which they are to act, the liability to error in the formation of prospective plans as to detail, and the ever-arising improvements in the means and appliances of mechanics and science, it would seem that public convenience and policy, as well as good sense and justice, require that, within the limits of a substantial adherence to purpose, the empowering clauses of incorporating instruments should be construed largely and liberally, so as not to defeat the purpose by a too narrow restriction of the means.” And Erie, J., in reasoning to his conclusion that the act complained of was not ultra vires, said: “The question put in the course of the argument, ‘would a contract by a railway company for a theater or chapel be void,’ exemplifies the doctrine. It would or it would not, according as the purpose of the contracting parties was or was not connected with the railway. It might be a speculation, separate from the railway and prohibited; or if works were wanted in a waste place, and the company found it to be for their interest to build a town and supply it with all requisites for inhabitancy, and, in order to secure a permanent supply of workmen of skill and responsibility, added a chapel and a theater, with religious and secular instruction, it might be for the purpose of the railway, and valid, and though distantly connected, the outlay might be found eventually to increase the profit from the traffic.”
In view of these authorities and expressions of judicial opinion, and in the light of the custom that has always prevailed' and still prevails in this State with corporations organized for mining, lumber and manufacturing purposes, we are of the opinion that the powers now under consideration, exercised by the defendant in the prosecution of its legitimate business, while they may go to almost or quite the full extent of implied powers that it is authorized to use, still do not, under the circumstances under which it has been placed and under which it now does business, amount to usurpations of power of which the State has the right to make complaint.
As already suggested, it is admitted by the demurrers to the pleas that the matters alleged therein are true. The statements thus admitted preclude any conclusion that defendant built the houses and tenements, church, school houses and other structures at Pullman for purposes of speculation or investment, but, on the contrary, show that all that has been done by it in that behalf has been in furtherance of its business of manufacturing, selling and operating railroad cars. In considering as to whether particular acts of a corporation are within its implied powers, it is necessary to consider not only the purposes for which it was chartered, but .also the particular circumstances under which it is called upon to act. As said by Morawetz in the quotation above made from his work on Private Corporations: “TÍie right of a corporation to perform an act depends, in every case, upon all the surrounding circumstances. No act is authorized under all circumstances, and facts can be conceived which would render almost any act justifiable.” If we take the case at bar,—that of a car manufacturing company,—and, without any explanation therefor and as an isolated fact, find that it has erected a church; a school house or a building to be used as a meat market or family grocery store, it might appear that the building of such church, school house, meat market or storehouse was not within the implied powers of the company. If, however, we take into view a large corporation, in the successful prosecution of whose business the labor of thousands of skilled workmen is requiréd and which is confessedly pursuing the objects of its incorporation, and then find that its plant, for reasons of such' cogency as are set forth in the pleas herein, was located at a place where there were no churches, schools or stores, and that in order to attract to it and hold the best and most skilled class of workmen and artisans, the labor of such class of operatives being absolutely essential for the work in which it was engaged, it should erect a school house, church building, house to be used for stores and family supply-shops of various kinds, and other like necessary accommodations, and that it did so, not for the purpose of speculating in real estate or of merely making a remunerative investment of capital, but in good faith for the purpose of promoting the success of its authorized business of manufacturing and dealing in railway cars, then the erection of such structures may fairly be considered to be within the implied powers of the company.
The foregoing authorities and reasonings apply with equal force to all the various uses to which the Arcade Building and Market Hall, erected by defendant, are devoted, and to the fifty acres of land, of which a part is used by defendant’s ejnployees as recreation grounds, with their appliances for athletic exercises, a part for pleasure grounds and park, with greenhouse and other like accessories, and the remainder for streets and alleys.
There can be no question but that it was fully within the powers of the defendant to construct a gas plant for the purpose of furnishing light in the buildings which it used in its manufacturing business; a water tower and mains for supplying its various shops with water; and a plant for generating steam to be used in manufacturing its products and in heating its shops. This being so, it is difficult to perceive any sound reason why it might not use any surplus gas that was produced, for the purpose of lighting its own buildings occupied by its own employees; or why a small percentage of the water that passed through its water tower and mains, that could not be utilized for strictly manufacturing purposes, might not be furnished to such employees so occupying said houses and who could not get a supply of water in any other way; or why it might not apply any surplus steam that it generated, to heating such houses, or sell the same for a valuable consideration to some other person or corporation.
In Brown v. Winnisimmet Co. 11 Allen, 326,which involved the right of a ferry company to lease a steamboat which it did not at that time require for use in its own business, the court held that such act was not ultra vires, and said, referring to a manufacturing company by way of illustration: “But no one could doubt that it would be within the scope of its powers to allow another person or corporation, for a reasonable compensation, to draw surplus water from its mill-pond, or to employ that portion of its steam power which was not required for its own use.” Holding the same principle are Lafond v. Deems, 81 N. Y. 508, and Simpson v. Westminster Palace Hotel Co. 8 H. L. Cas. 711.
In Lyde v. Eastern Bengal Railway Co. 36 Beav. 10, it was held that if the use of a boat by the railway company was really to assist the traffic on the existing railway it was lawful and proper, bui that if the object was to extend the traffic to places beyond the railway, which the railway was never intended to reach, then it was illegal and beyond the powers of the company; and the court said that a railway company, for the purpose of obtaining coals cheaper than by purchase, might operate a coal mine, and that it might obtain a profit by the sale of such coals as were not required for the use of the company, provided the principal object of the colliery was to supply itself with coal, and not the selling of coals.
If the defendant, in addition to its right of constructing shops in which to conduct the business of manufacturing railway cars, had also the implied power to erect such dwelling houses as were necessary to furnish residences and homes for its employees and their families, and buildings and stores in which could be kept and sold such supplies and provisions as were necessary for their maintenance and sustenance, and halls and other places in which they might worship and their children be educated, and halls .and grounds that they might use for purposes of exercise, recreation and amusement, then, of course, from the very necessity of the case, it had and has the right to own and hold such real estate as is reasonably required for the purpose of placing thereon the various structures and other things above mentioned. And, as we have already seen, among the powers expressly granted to defendant in its charter are these: “To purchase, acquire and hold such real estate as may be deemed necessary for the successful prosecution of their business,” and the privilege of exercising “all powers, rights, privileges and immunities incident to corporations and necessary or useful for the purposes of the act.” When the defendant built its shops and dwelling houses at Pullman, it had the right, as incident to its right to build the same,—and, indeed, it became its duty,-—to devise some means to carry off the sewage from said shops and houses, in order to insure their cleanliness and to guard the health of the workmen and their families. It was competent for the defendant to employ the means best adapted to that purpose, and if, in carrying out the plan adopted, it became necessary to purchase land on which to empty the sewage, it was within its power to do so. Possession of the land was essential, for it could not otherwise exercise its right to drain off the sewage in the best and most effective manner. The fact that the defendant sees fit to utilize said land by raising vegetables thereon is of little importance. At all events, it is sufficiently answered by the averment in the plea that it raises and sells the same for the purpose of helping" to defray the expense of maintaining its sewerage system, which it only in part pays. This is merely the exercise of sound business judgment and economy in not letting go to waste what may be made productive.
There is nothing in these pleas which leads us to believe that public policy would be in any manner served by destroying the plan carried on without objection from the State for fourteen years, resulting in no wrong or injury to any one. Appellee does not now, and never did, manage or operate the churches, schools or stores nor have any interest in them, and never attempted to exercise any control in public or municipal affairs. The streets are public highways, and the school buildings are under the control and management of the board of education of the city of Chicago for school purposes, under arrangements satisfactory to them. We are not prepared to condemn as usurpations of power the furnishing by appellee to its employees of comfortable and attractive homes, with the surroundings of parks, churches and public library, not for motives of investment or gain, but, as alleged and admitted, with the object of appealing to the better and more skillful workmen and securing and retaining them in its employment.