"Vice-President Richmond and Danville
Extension Company.

"The Woodstock Iron Company will aid the | on behalf of the Woodstock Iron Company to
work of construction, and especially so of the said Extension Company regarding the loca-
sidings or spare tracks for the furnace, by the tion and construction of the Georgia Pacific
judicious wasting of the furnace cinder and Railway by the Town of Anniston, the date
other material; and the said company will in a whereof is Anniston, Calhoun County, Ala-
general way do all it can to facilitate the work bama, November 18th, 1881, and a copy of
and advance the business of the railroad com- which is hereto appended, Respectfully,
pany whose location it invites; and the Wood-
"JOHN W. JOHNSTON,
stock Iron Company will donate and pay to
the Richmond and Danville Extension Com
pany, or as it may direct, the cash sum of
thirty thousand dollars, paying the same in
money as to one half-that is, fifteen thousand
dollars when the Georgia Pacific Railroad or
Railway Company connects its line with the
line of the Alabama Great Southern Railroad
Company at or above Birmingham, Alabama;
and as to the other half-that is to say, fifteen
thousand dollars-when the Georgia Pacific
Reilroad or Railway Company connects its line
with the line of [the] Louisville and Nashville
Railroad Company (the North and South Ala-
bama Railroad Company) at or above Birming
ham, Alabama, the above to be paid only
provided the Georgia Pacific Railroad or Rail-
way Company is so far completed as to make
the connections above within three years from
this date.

“And plaintiff avers that said defendant was
at that time engaged, among other things, in
the business of making pig-metal and other
products from iron ores, and making sales of
the same; that its works were located in said
Town of Anniston, and that it owned large
quantities of valuable property therein, and that
the said railroad referred to in said contract
was a road then in the process of construction,
to be run from Atlanta, Georgia, through the
State of Alabama to Columbus, in the State of
Mississippi; and plaintiff avers that it did locate
and construct the railroad of the said Georgia
Pacific Railway Company by way of the Town
of Anniston, by, to wit, the 1st day of January,
1883; that it did connect the line of said rail-
way company with the line of the Alabama
[648] "In case the Richmond and Danville Exten- Great Southern Railroad Company, at or above
sion Company accepts the terms proposed said City of Birmingham, by, to wit, the 1st
above, this instrument shall have the effect of day of June, 1883; and that it did connect the
a binding contract upon the Woodstock Iron line of said railway company with the line of
Company; but such acceptance must be in the Louisville and Nashville Railroad Com-
writing and addressed to the president and pany, at or above the said City of Birmingham,
secretary and treasurer of the Woodstock Iron by, to wit, the 1st day of July, 1883; and has
Company in Anniston, Alabama, within four in all things fully complied with all the terms
months from the date thereof; and, if the Rich- and stipulations of said agreement undertaken
mond and Danville Extension Company shall upon its part. Plaintiff further avers that said
desire hereafter to build machine shops for the defendant has complied with the terms and
Georgia Pacific Railroad or Railway Company stipulations of said agreement to this extent,
at the Town of Anniston, will donate and con- and no further. It has donated and conveyed
vey to said Extension Company, or as it may by good and sufficient deeds to the Georgia Pa-
direct, by good and sufficient deeds for that cific Railway Company, as directed and re-
purpose, at least five acres of land at a conven-quested by the plaintiff, the several strips and
fent distance from the crossing of the Selma,
Rome and Dalton Road. If, however, this land
is accepted for shops, the land shall be ap-
propriated and the shops built within four
years from this date.

"In testimony whereof witness the signature
of the president and secretary and treasurer
and the corporate seal of the Woodstock Iron
Company, this 18th day of November, 1881.
"[SEAL.] "ALFRED L. TYLER, President.

"SAMUEL NOBLE, Sec'y and Treas.
"And the plaintiff avers that it did accept
the terms proposed by said instrument above
set out, in a writing, addressed to the president
and secretary and treasurer of said Woodstock
Iron Company, at Anniston, within four
months from the date of said agreement and
instrument, which said writing was delivered
to said president and secretary and treasurer on,
to wit, the 18th day of January, 1882, and is in
words and figures in substance as follows:

"ATLANTA, GA., Jan'y 17th, 1882.
"Messrs. Alfred L. Tyler, President, and Sam-
uel Noble, Secretary and Treasurer of
Woodstock Iron Company, Anniston, Ala.
"GENTLEMEN: The Richmond and Danville
Extension Company hereby notifies you that it
accepts the proposition in writing made by you

parcels of land for right of way and sidings
of the railroad of said company, as stipulated
and agreed in said agreement, and has paid to
the said plaintiff on account of said cash pay-
ment of thirty thousand dollars agreed and un-
dertaken to be made by said agreement the sum
of six thousand three hundred and twenty-five
dollars, paid in cars furnished and advanced by
defendant to the Georgia Pacific Railroad Com-
pany, on account of said cash payment, at the
request of plaintiff. But plaintiff further avers
terms and stipulations of said agreement to be
that although it has fully complied with all the
done and performed on its part, that although
it located and constructed said railroad of the
Georgia Pacific Railway Company by the way
line of said railroad with the respective lines of
of the Town of Anniston and connected the
the Alabama Great Southern Railroad Com-
pany and the Louisville and Nashville Railroad
Company within the time and at the points
agreed on, as is hereinabove fully set out and
shown, the defendant has wholly failed and
refused, and still fails and refuses, although
often requested to do so, to pay to said plaintiff
said sum of twenty-three thousand six hundred
and seventy-five dollars, the balance due and
unpaid upon said cash sum of thirty thousand
dollars donated and agreed to be paid to plaint-

[649]

[650]

[651]

iff by said defendant upon the making of said | ber of miles, to wit, five miles, at a great ad-
connections as aforesaid, and by reason of the ditional cost to said Georgia Pacific Railroad
several matters and things set out and alleged Company, to wit, one hundred thousand dol
herein the said defendant became, and is, in- lars; and defendant avers that said alleged
debted to the plaintiff in said sum of twenty- agreement on defendant's part to influence the [652]
three thousand six hundred and seventy-five location of said railroad and to donate and pay
dollars, with interest thereon from date of the to said plaintiff, among other things, the cash
making of such connections, but has failed and sum of thirty thousand dollars if plaintiff
refused, and still fails and refuses, to pay the would locate and construct, or cause to be lo-
same: wherefore this suit."
cated and constructed, the railroad of the
the Town of Anniston, was and is contrary to
Georgia Pacific Railroad Company by way of
public policy and void, and ought not to be
enforced against defendant or in favor of
plaintiff."

The Sovereign alone can object.

Patterson, 5 Oreg. 177; Pac. R. Co. v. Seely, 45 | perial Gas Light & C. Co. 4 Barn. & Ad. 315.
Mo. 212; Bestor v. Wathen, 60 Ill. 138; Linder
v. Carpenter, 62 Ill. 309; Marsh v. Fairbury,
P. & N. W. R. Co. 64 Ill. 414; St. Louis, J. &
C. R. Co. v. Mathers, 71 Ill. 592; Dudley v.
Cilley, 5 N. H. 558; Dudley v. Butler, 10 N.
H. 281; Cook v. Sherman, 16 Am. & Eng. R.
R. Cas. 561; Davison v. Seymour, 1 Bosw. 88;
Union Pac. R. Co. v. Durant, 3 Dill. 343, 1
Cent. L. J. 581; Western U. Teleg. Co. v.
Union Pac. R. Co. 3 Fed. Rep. 1; Ekhart Co.
Lodge v. Crary, 98 Ind. 238; Noel v. Drake, 28
Kan. 265; Byrd v. Hughes, 84 Ill. 174; Smith
v. Applegate, 23 N. J. L. 352; Callagan v. Hal-
lett, 1 Caines, 104; Wardell v. Union Pac. R.
Co. 103 U. S. 651 (26:509); Koehler v. Black
River Falls Iron Co. 67 Ú. S. 2 Black, 715
(17:339).

The contract is ultra vires.

Pa. R. Co. v. Canal Comrs. 21 Pa. 22; Rice v. Minn. & N. W. R. Co. 66 U. S. 1 Black, 380 (17:153); MacGregor v. Deal & D. R. Co. 16 Eng. Law & Eq. 180; Madison W. & M. Pl. Road Co. v. Watertown & P. Pl. Road Co. 7 Wis. 59; Cent. R. & Bkg. Co. v. Smith, 76 Ala. 572; Pearce v. Madison & I. R. Co. 62 U. S. 21 How. 441 (16:184): Morris & E. R. Co. v. Sussex R. Co. 20 N. J. Eq. 542.

The doctrine of estoppel cannot be held to apply.

Marion Sav. Bank v. Dunkin, 54 Ala. 473; Chambers v. Falkner, 65 Ala. 448; Grand Lodge of Ala. v. Waddill, 36 Ala. 318; Ex parte Burnett, 30 Ala. 461; Montgomery v. Montgomery &W. Pl. Road Co. 31 Ala. 76; Eufaula v. McNab, 67 Ala. 588; Cent. R. & Bkg. Co. v. Smith, 76 Ala. 572; State v. Stebbins, 1 Stew. Ala. 308. Mr. H. C. Tompkins, for defendant in er

ror:

The demurrers raise every question that could be raised.

Chambers Co. v. Clews, 88 U. S. 21 Wall. 317 (22:517); Junction R. Co. v. Bank of Ashland, 79 U. S. 12 Wall. 226 (20: 385); Hanrick v. Andrews, 9 Port. 9; Pitman v. Kintner, 5 Blackf. 250; Rodgers v. Brazeale, 34 Ala. 515; Craig v. Missouri, 29 U. S. 4 Pet. 410 (7: 903); Mason v. Eldred, 73 U. S. 6 Wall. 231 (18: 783); Mut. L. Ins. Co. v. Harris, 97 U. S. 331 (24: 959). The contract was ultra vires.

Thomas v. West Jersey R. Co. 101 U. S. 85-86 (25: 953); Union Nat. Bank v. Matthews, 98 U. S. 621 (25:188); Rider L. Raft Co. v. Roach, 97 N. Y. 378; Chicago & A. R. Co. v. Derkes, 1 West. Rep. 553, 103 Ind. 520; Ward v. Johnson, 95 Ill. 215; Darst v. Gale, 83 Ill. 136; Oil Creek & A. R. R. Co. v. Pa. Transp. Co. 83 Pa. 160; Camden & A. R. Co. v. May's Landing & E. H. C. R. Co. 4 Cent. Rep. 801, 48 N. J. L. 530; Wright v. Pipe Line Co. 101 Pa. 204; Memphis & L. R. R. Co. v. Dow, 19 Fed. Rep. 388; Bissell v. Michigan Southern & N. 1. R. Co. 22 N. Y. 258; Parish v. Wheeler, 22 N. Y. 494; Sturgeon v. Daviess Co. 65 Ind. 302; Green's Brice, Ultra Vires, 729, note a; 2 Morawetz, Corp. § 689-696.

The stockholders cannot, after a third party has carried out in good faith his part of the contract, repudiate the liability of the corporation thereon.

Sheldon Hat Blocking Co v. Eickemeyer Hat Blocking Mach. Co. 90 N. Y. 607; Stewart v. Erie & W. Transp. Co. 17 Minn. 372; Watts' App. 78 Pa. 370; 2 Morawetz, Corp. § 625; Chicago, R. 1. & P. R. Co. v. Howard, 74 U. S. 7 Wall. 392 (19:117); Olcott v. Fond du Lac Co. 83 U. S. 16 Wall. 678 (21:382); Oates v. First Nat. Bank, 100 U. S. 239 (25:580).

This court will not be bound by the decisions of the state courts on questions of general law.

Russell v. Southard, 53 U. S. 12 How. 147-8 (13: 930, 931); Neves v. Scott, 54 U. S. 13 How. 268 (14:140); Boyce v. Tabb, 85 U. S. 18 Wall. 546 (21:757); Burgess v. Seligman, 107 U. S. 20 (27:359).

A company has the right to locate its line where it will and take advantage of such right to obtain such premises.

Cedar Rapids & St. P. R. Co. v. Spafford, 41 Iowa, 292; McClure v. Mo. River, Ft. S. & G. R. Co. 9 Kan. 373; Chicago & A. R. Co. v. Derkes, 1 West. Rep. 553, 103 Ind. 520; Spartanburg & U. R. Co. v. DeGraffenreid, 12 Rích. L. 675; McMillan v. Maysville & L. R. Co. 15 B. Mon. 218; Rhey v. Ebensburg & 8. Pl. Road Co. 27 Pa. 261; Jewett v. Lawrenceburgh & U. M. R. Co. 10 Ind. 539; Martin v. Pensacola & G. R. Co. 8 Fla. 370; Taggart v. Western Md. R. Co. 24 Md. 563, 581-2; Des Moines Valley R. Co. v. Graff, 27 Iowa, 99; First Nat. Bank v. Hur

Ala. Gold L. Ins. Co. v. Cent. A. & M. Asso. 54 Ala. 77; Green's Brice, Ultra Vires 89; Callaway Min. & Mfg. Co. v. Clark, 32 Mo. 305;ford, 29 Iowa, 579; Detroit, L. & L. M. R. Co. Moss v. Averell, 10 N. Y. 455.

Corporations are bound by contracts duly entered into by their directors, for purposes which they have treated as within the objects of their acts and which cannot be clearly shown not to fall within them.

v. Starnes, 38 Mich. 698; Bucksport & B. R. Co. v. Brewer, 67 Maine, 295; Cumberland Val ley R. Co v. Baab, 9 Watts, 458, 2 Am. R. Cas. 187; International & G. N. R. Co. v. Dawson, 62 Tex. 260; Chapman v. Mad River & L. E. R. Co. 6 Ohio St. 120; Pixley v. Gould, 13 Bradw. 565; 2 Wood, R. Law, § 267.

The contract, even if voidable, is not so at the instance of the third party.

Twin-Lick Oil Co. v. Marbury, 91 U. S. 587 (23: 328); Thomas v. Brownville, Ft. K. & P. R. Co. 109 U. S. 522 (27: 1018); Pneumatic Gas Co. v. Berry, 113 U. S. 322 (28:1003).

Shrewsbury & B. R. Co. v. North Western R. Co. 6 H. L. Cas. 113, 124; Green's Brice, Ultra Vires, 38 and n. a; Watts' App. 78 Pa. 370, 392; 1 Waterman, Corp. 598-600; Whitman Gold & S. Min. Co. v. Baker, 3 Nev. 386; 1 Morawetz, Corp. § 362-4; Merchants Nat. Bank v. Pomeroy Flour Co. 41 Ohio St. 552; | Bradley v. Ballard, 55 Ill. 413; Madison, W. & M. Pl. Road Co. v. Watertown & P. Pl. Road Co. 5 Wis. 173; Wheeler v. San Francisco & A. R. Co. 31 Cal. 46; South Wales R. Co. v. Red- Union Pac. R. Co. v. Credit Mobilier, 135 mond, 10 C. B. N. 8. 674; Hill v. Nisbet, 100 Mass. 367; Alexander v. Williams, 14 Mo. App. Ind. 341; Ellis v. Howe Machine Co. 9 Daly, 13; Kitchen v. St. Louis, K. C. & N. R. Co. 69 78; 1 Morawetz, Corp. § 320; Clarke v. Im-Mo. 224; Ashhurst's App. 60 Pa. 291; Euro129 U. S.

U. S., Book 32.

53

There is no pretense of any actual fraud, and no facts are alleged from which it could be inferred.

823

[654]

[655]

pean & N. A. R. Co. v. Poor, 59 Maine, 277.
A plea is not good which did not answer the
whole complaint.

Smalley v. Anderson, 2 T. B. Mon. 56;
Logan v. Moulder, 1 Árk. 313; Goodrich v.
Reynolds, 31 Ill. 490.

Mr. Justice Field delivered the opinion of the court:

Company with the Georgia Pacific Railway
Company was to locate and construct the road
"by the nearest, cheapest and most suitable
route from Atlanta, Georgia, through Alabama
to Columbus in Mississippi," for the considera-
tion of $20,000 a mile, and that it is averred in
the pleadings and admitted by the demurrer.
that in causing the road to be located by way
of Anniston, it was necessary to deflect the
same from the nearest and cheapest and most
natural route between the designated termini,
a distance of five miles, at an additional cost of
$100,000. In the light of these facts there can
be but one answer given to the question pre-
sented respecting the contract between the Iron
Company and the Extension Company, name-
ly: that it was a void contract, immoral in its
conception and corrupting in its tendency. It
was a contract by an employé of a railroad
company with a third party, for a considera-
tion to be received from that third party, to
violate its engagement with its employer in the
important business of locating and construct-

As appears from the pleadings, which are set
forth in the above statement, some time previ-
ous to November, 1881, the plaintiff below, the
Richmond and Danville Extension Company,
a corporation created under the Laws of New
Jersey, entered into a contract with the Georgia
Pacific Railway Company, a corporation cre-
ated under the laws of Georgia, to locate and
construct for the latter company, by the nearest,
cheapest, and most suitable route, a railroad
from Atlanta in Georgia through Alabama to
Columbus in Mississippi, at the rate of $20,000
a mile, to be paid in whole or part in the bonds
of the railroad company; and in November,
1881, it was engaged in locating and constructing a railroad, and instead of selecting the
ing the road under the contract. At that time
the defendant below, the Woodstock Iron Com-
pany, a corporation created under the laws of
Alabama for the manufacture and sale of prod-
ucts of iron ore, was doing business at the
Town of Anniston in that State; and it then
made a formal proposition in writing to the
Extension Company that if it would locate and
construct, or cause to be located and constructed,
the railroad by way of the Town of Anniston,
then the Iron Company would donate and con-
vey, or cause to be donated and conveyed, to
the Extension Company sundry parcels of land
both within and without the corporate limits of
the town, for the location of the road, and
which might be necessary for sidings or spare
tracks; and would also donate and pay to the
Extension Company $30,000, one half when
the road made a connection with the line of the
Alabama Great Southern Railroad Company
at Birmingham, Alabama, and the other half
when the road made a connection with the line We have thus far considered the case as one
of the Louisville and Nashville Railroad Com- only between private parties, where an em-
pany at that place; the payments to be made ployé has agreed, for a money consideration,
provided the road should be so far completed to violate his obligation to his employer; but
as to make the connections designated within there are other circumstances which add to the
three years. The proposition was formally ac- offensiveness of the transaction. The business
cepted in writing by the Extension Company, of the Extension Company was one in which
through its vice-president, John W. Johnston. the public was interested. Railroads are for
Pursuant to this contract the Extension Com- many purposes public highways. They are
pany located and constructed the railroad by constructed for the convenience of the public
way of the Town of Anniston by the first of in the transportation of persons and property.
January, 1883, and made the connections speci- In their construction without unnecessary
fied, within the period designated, and com-length between designated points, in their bav
plied in every respect with its terms.

The Woodstock Iron Company complied with the contract only in part. At the request of the Extension Company it conveyed to the railroad company the several parcels of land mentioned, and also upon like request furnished it with cars to the value of $6,325. For the balance, amounting to $23,675, the present suit was brought, and the principal question presented to the court below, and to this court, is whether the contract is obligatory upon the defendant, or whether it is void as being against public policy.

In determining this question, it must be borne in mind that the contract of the Extension

shortest, cheapest, and most suitable route, to
locate the road by a longer route, and thus im-
pose an unnecessary and heavy burden upon
its employer. The proposition of the Iron
Company, which was accepted, was to pay the
Extension Company for a breach of its duty.
In plain language, it was nothing less than the
offer of a bribe to the latter company to be
faithless to its engagements, and to do with
reference to the business in which it was en-
gaged what would amount to little less than
robbery of its employer. The transaction on
the part of the Iron Company was none the less
offensive, because of the threats of the Exten-
sion Company, made by its vice-president, who
was also a director and stockholder of the rail-
road company, that, if the land and money
mentioned were not donated, it would cause
the road to be located away from Anniston by
the rival Town of Oxford. The threats did not
excuse, much less justify, the offer.

[656

ing proper accommodations, and in their
charges for transportation, the public is direct-
ly interested. Corporations, it is true, formed
for their construction are private corporations;
but whilst their directors are required to look
to the interests of their stockholders, they must [657
do so in subordination to and in connection
with the public interests, which they are equal-
ly bound to respect and subserve. All arrange-
ments, therefore, by which directors or stock-
holders or other persons may acquire gain, by
inducing those corporations to disregard their
duties to the public, are illegal and lead to un-
fair dealing, and thus being against public
policy will not be enforced by the courts. In

this case the Extension Company, to which the
duty of locating and constructing the railroad
between its termini was intrusted, in agreeing,
for a consideration offered by a third party, to
disregard that duty and locate and construct
the road by a longer route than was required,
not only committed a wrong upon the railroad
company by thus imposing unnecessary bur-
dens upon it, to meet which larger charges for
transportation might be called for, but also a
wrong upon the public.

acting as agents for the public, a confidence which, it seems, could be safely so reposed, when it is considered that the interests of the corporation as a company of passenger and freight carriers for profit was identical with the interests of those who were to be carried, and had goods to be carried, that is, with the public interest. This confidence, however, could only be safely so reposed under the belief that all the directors and members of the company should exercise their best and their unbiased The case of Fuller v. Dame is instructive judgment upon the question of such fitness, on this head. (18 Pick. 472.) It there ap- without being influenced by distinct and extrapeared that Dame, the defendant, was the own- neous interests, having no connection with the er of a large tract of land and flats situated on accommodation of the public or the interests Sea Street, and between it and Front Street, on of the company. Any attempt therefore, to the south side of Boston, which would be create and bring into efficient operation such greatly enhanced in value if the Boston and undue influence has all the injurious effects of Worcester Railroad Company would locate one a fraud upon the public, by causing a question [659] of its depots between those streets and easterly which ought to be decided with a sole and sinof Front Street. To induce the company to gle regard to public interests, to be affected make such location it was supposed to be nec- and controlled by considerations having no reessary to form an association, which would gard to such interests. It is no answer to say pay to it a large sum of money and furnish a that, by the Act of incorporation, the execularge tract of land for the depot, besides mak- tive authority was vested in a board of directing other donations; and to provide the money ors, and Mr. Fuller was not a director. He and land, also to form a Company to purchase was a member of the company and might be the flats and land between the streets named, chosen a director. He was an elector of the to be held as joint stock and laid out in due directors, and they were directly responsible to form and shape for sale. Fuller agreed to aid the stockholders. The immediate act of locaDame in getting up such company, and in in- tion was with directors, but the efficient auducing the railroad company to fix its termin- thority was with the members and stockholders ation and principal depot between those streets, of the corporation, who elect the directors. Fuller being himself of opinion that the rail-The election may depend upon the known views road ought, from a view of the public good and the good of its stockholders, to enter the city on the southerly side and have its principal de pot there. In consideration of such agreement Dame gave his note for $9,600, payable to Fuller in three years, the note being deposited with [658] third parties, to be delivered to him when the principal depot of the railroad company for merchandise was constructed between the streets mentioned. Fuller was at the time of the agreement a stockholder in the railroad company. The road having been completed, and the principal depot located between the streets mentioned, and the note not being paid, suit was brought upon it. It was adjudged that the contract was contrary to public policy, and that the note given in consideration of it was therefore void. In coming to this conclusion the court considered somewhat at large the ground upon which contracts of this character were avoided, and held that it was because they tended to place one under wrong influences, by offering him a temptation to do that which might injuriously affect the rights and interests of third persons, and that the case before it was within the operation of this principle, the contract tending injuriously to affect the public interest in establishing the fittest and most suitable location for the termination of the Boston and Worcester Railroad for the accommodation of the public travel. It is true the road was constructed and located by the corporation at the expense of private parties under the sanction of the Legislature, incorporated for that purpose, who were to be remunerated by a toll levied and regulated by law; and it was left to its directors to fix the termination and place of deposit. But the court added: "In doing this a confidence was reposed in them,

and opinions of candidates upon this very ques-
tion of location. They had a right to his dis-
interested judgment and advice upon the ques-
tion of location; and this could not be exercised
whilst he held and relied on a promise for a
large sum of money, the payment of which de-
pended upon this decision of the question by
the directors."

The case before us is much stronger than the
one thus decided by the Supreme Judicial Court
of Massachusetts. There the contract was
held invalid because made with a stockholder
of the company, by which he promised, for a
pecuniary consideration, to endeavor to procure
the company to locate one of its depots at a
particular place in the city. Here the contract
was with an employé of the company, to in-
duce it to disregard its obligations; and the
principal person making that contract on the
part of the employé was a director and stock-
holder of the company which was to be thus
seriously affected.

The principle, which is so clearly and forcibly stated in Fuller v. Dame, has been applied in numerous instances by the highest courts of different States, to avoid contracts made to influence railroad companies in selecting their routes and locating their depots and stations, by donations of land and money to some of its directors or stockholders or agents. Thus in Bestor v. Wathen, 60 Ill. 138, it appeared that in 1849 the Legislature of Illinois incorporated a company to build a railroad from a point on the Mississippi River to Peoria, and that in 1852 the charter was amended so as to authorize the extension of the road from Peoria eastward to the state [660] line. In 1855 the company made a contract with the firm of Cruger, Secor and Company, by which the latter undertook the construction and