delivered the opinion of the Court:
i. The apparent motive of the market company in claiming, and seeking to secure, the possession and control of the wholesale market place was not only to prevent possible competition, but also to obtain revenue.
Its claim was that section 16 invested it with the power “ to establish the rules and regulations which shall govern the wholesale market upon the open space,” granted to the municipal government. The only open or debatable question was, according to its view, “ whether it was the intention of Congress that this company should claim any revenue therefrom.”
We think it plain that this section will not bear the construction given it by the representatives of the market company. As is so often the case in acts of Congress, this section represents legislation concerning a thing separate and distinct from the special subject-matter of the title and body of the act in which it has been inserted. It was a distinct grant to the city government of Washington “ to hold and use under such rules and regulations as the said corporation may prescribe, the open space,” etc. “ Said corporation” unquestionably refers to the municipal corporation, and cannot by any rule of construction, grammatical or otherwise, refer to the market company.
This claim of power over the grounds specially granted to the city is far in excess of that which the market company has over the grounds specially given to it. The section containing its own grant confers upon the municipal government “ the power to make and enforce such regulations with regard to the said market and the management thereof as in their judgment the convenience, health and safety of the community may require.” Moreover, it has the power to dictate the minimum prices at which stalls and privileges shall be let, and rents once fixed can only be raised on application to it and the hearing of both sides.
These limitations are proper and necessary for the pro*43tection of the people, whose representative the municipal government is, and are such as are usual in all fair and well considered legislative grants of similar rights and privileges. Having thus wisely limited the grant made to the market company, for which also an annual charge is exacted, and subjected it to the general supervision and control of the municipal government, it is inconceivable that Congress intended to make a grant to the city for public purposes subject to the unlimited control of a private corporation.
2. It remains now to consider the contention, that, irrespective of the construction claimed for section 16, the correspondence with the municipal officers, and their acquiescence for years in the exercise of authority by the market company, constitute a binding contract under which said company has the right to hold, use and regulate the wholesale market place, free from interference by the municipal authority, and subject to dispossession only by the express authority of Congress.
The letter of November 8, 1871, to Governor Cooke and his approval endorsed thereon, are entitled to no weight. He was vested with no authority whatever in the premises, and could not confer a franchise or make a contract for the District. What he could not do directly, certainly could not be done indirectly. Kelley v. Milan, 127 U. S. 139.
Although his approval was “ subject to such regulations as the Legislative Assembly may hereafter prescribe,” the matter seems never to have been referred to that body, where, if at all, the power to authorize such a contract existed.
This first communication is quite different, too, from the latter one. It asked permission to grade the grounds and to erect inexpensive platforms for the business of the market, with power to collect reasonable revenue for their use. In the second, the statement is made that the company has graded the grounds, purchased certain buildings thereon from the city of Washington, and commenced to erect certain large, open platform sheds, etc. The intention was *44then announced, to retain sufficient of the revenues to pay-all expenses of management and repairs of buildings and ten per cent, per annum upon cost of improvement, and to pay the remainder to the District.
The conclusion was in the following words : “ If by authority of Congress, the company should at any time be dispossessed of the use and occupancy of the market grounds, it shall be entitled to receive a fair compensation for its buildings and improvements thereon.”
The market company continued its possession, improvements and collection of revenue without action upon this communication. The first action with regard to it appears in the letter of Alex. R. Shepherd, vice-president. of the Board of Public Works, dated April 26, 1874, in which he informs the company that the said board had that day voted to approve the proposed arrangement.
This letter is not even evidence of the official action of the board, which was composed of five members, much less a contract between the District and the market company. The law creating the board expressly required that its contracts should be in writing signed by the parties making the same, and when made that a copy thereof should be filed in the office of the secretary. 16 Stat. 427, sec. 37.
The power of the officers and agents of a public corporation to make contracts is to be strictly construed, and when a direction is given with respect thereto it must be pursued. Dillon Municipal Corp., sec. 445; Id. sec. 449; Kelley v. Milan, 127 U. S. 139; Pettis v. Johnson, 56 Ind. 139.
Again, the board was expressly forbidden “ to make contracts to bind the District to the payment of any sums of money except in pursuance of appropriations made by law, and not then until such appropriations shall have been made. ”
But, without regard to the foregoing, had a contract been formally entered into between the board and the company, it would be void because clearly in excess of the powers vested in said board by law.
*45The ordinary matters of municipal control and regulation were conferred by the law upon the Legislative Assembly. 16 Stat. 425, sec. 18. The only power given to the Board of Public Works was the control and regulation of the repair of streets and alleys. Id. sec. 37.
The wholesale market space at the intersection of the named streets and avenues can hardly be called a street, since its setting apart as an open space for a market by act of Congress. But concede that it is to be considered as a street, the power to regulate its repair as a street did not confer the power to authorize the erection of buildings thereon, much less a contract to pay for them. The District Government and Board of Public Works combined would not have had the power to authorize buildings in a street or other public reservation, in the absence of an express grant of that power by Congress. Dillon, Municipal Corp., sec. 660; 15 Am. and Eng. Encyclopedia of Law, 1041.
Neither the Governor nor the Board of Public Works having the power to bind the District by express contract, it is idle to contend that they could accomplish the same purpose indirectly by acquiescing in the usurpation of power by the market company and permitting it to proceed upon the assumption that a contract right existed, and thus work an estoppel upon the public and the succeeding District Government. It is clear that the District can no more be concluded by their nonfeasance than it could be bound by their acts of malfeasance.
It follows that the decree dismissing the bill was right, and it must be affirmed with costs to the appellee.