Capacity to Hold Real Estate. The upper stories of a building do not fall within the meaning of the Constitution, requiring a corporation to dispose of lands within ten years if not in use according to the purpose of its charter. State v. New Orleans Ware House Co., 109 La. 64, 33 So.

81.

That land is held by a corporation in violation of this article, that it has violated its charter, etc., are issues which can be raised by the state alone. One enjoined by the corporation to prevent him from trespassing on the land, has no standing to raise the questions. Delta Duck Club v. Barrios, 135 La. 357, 65 So. 489.

In the course of its business a corporation is not prohibited from owning lands. To the end of securing a claim, it may buy land. Ronaldson &c. Co. v. Bynum, 122 La. 687, 48 So. 152.

A clause in a charter enumerating the powers of a corporation which reads, "And to these ends it may acquire and dispose of any and all real estate necessary for its purposes," is not violative of this provision. Ronaldson v. Bynum, 122 La. 687, 48 So. 152.

Although a corporation acquires property in a manner prohibited by law or by its charter, the property does not still belong to the vendor who has received his price, and it cannot be seized by his creditors. Edwards v. Fairbanks, 27 La.Ann. 449.

When lodges or private corporations are legally established, they may hold real estate and receive legacies and donations. Where a grand lodge has been incorporated with full powers to hold real estate, and subordinate lodges chartered with similar powers, may hold real estate. Williams v. Western Star Lodge, 38 La.Ann. 620.

Formerly, corporations had the same legal capacity as natural persons to take and devise lands. Milne v. Milne, 17 La. 46.

For a particular purpose, a corporation might for a time hold the property of the persons composing the corporation. State v. Louisiana. Bank, 6 La. 745.

See 2 La. Dig. Corporations, p. 349.

Section 2. Corporations shall not issue stock or bonds except for labor done, or money or property actually received; and all fictitious issues of stock shall be void; and any corporation issuing such fictitious stock shall forfeit its charter.

Paid up Capital. The property, money and labor received in payment of stock must equal in value the amount of shares subscribed. Webre v. Christ, 130 La. 450, 58 So. 145.

Where shares of stock of a corporation are issued without value, contrary to the constitutional provision, such shares are null; but the persons to whom such stock is issued can not invoke such nullity to escape their liability to creditors, for the face value of the stock. All those who participate in such unlawful issuance of stock are estopped, and are liable as stockholders. Dilzell Eng. Co. v. Lehmann, 120 La. 273, 45 So. 138.

Where stock is issued without value received by the corporation to one person for the benefit of several, in a suit to hold all such persons liable as stock holders, parties to the agreement who have received the

stock may be joined in one suit. There is a unity of defense, if no other. Dilzell Eng. Co. v. Lehmann, 120 La. 273, 45 So. 138.

The capital of corporations established under authority of the Act of 1888, was required to be actually paid in. Bond v. Scott Lbr. Co., 128 La. 818, 55 So. 468.

See Act 267 of 1914, Corporations, 1 Wolff's Stat., p. 306.
See also 2 La. Dig. Corporations, p. 310.

Section 3. All railroads are hereby declared public highways and every railroad company shall have the right, with its road, by expropriation, to intersect, connect with, or cross any other railroad, and shall receive and transport the others' passengers, tonnage and cars, loaded or empty, without delay or discrimination.

Railroads, Public Highways, Intersection. All railroads are declared by the Constitution to be public highways and all railroad companies to be common carriers. This declaration applies, not only to main tracks, but also to all spurs and subsidiary tracks used for the purposes of railroad traffic. Kansas City &c. R. Co. v. Louisiana &c. R. Co., 116 La. 178, 40 So. 627, 5 L. R. A. (N. S.) 512n, 7 Ann. Cas. 768.

The power of a railway to cross highways and other railroads is necessarily implied from the law authorizing its construction. In this particular, a railway for local transportation of passengers, such as street and electric lines, can not be justly differentiated from commercial railroads. Shreveport Traction Co. v. Kansas City &c. R. C., 119 La. 759, 44 So. 457.

A railroad company cannot be both a common carrier and a mere plant utility of a gravel company, to haul its product to a point on another railroad company, nor does it lose its character as a "railroad" because it carries freight alone, and not passengers also. Vicksburg A. & S. Ry. Co. v. Louisiana & A. R. Co., 136 La. 691, 67 So. 553.

A railroad company has an implied right to build across a public road. Police Jury v. Tremont & G. Ry. Co., 136 La. 784, 67 So. 829.

A mere private log road or tramway is not a railroad entitled to exemption from taxation, etc. Louisiana & A. Ry. Co. v. Board of Appraisers, 135 La. 69, 64 So. 985.

The carrier is in some sort a public officer, invested with power, burdened by duty, and held to responsibility. He can not by his own act prevent himself from doing his duty. He can not place an obstacle in the way of performing his contract, and then plead that obstacle as an excuse for not performing it. Pharr v. Collins, 35 La.Ann. 939, 48 Am. Rep. 251. When a corporation undertakes to operate a railroad franchise, it assumes all the duties and obligations which spring by law from the public character of its business, and from the customs incidental to it It tenders a continuing offer to the general public that it will perfo these duties for the benefit of each and every one of them when demanded at its hands. The party seeking the enforcement of the obligation by mandamus can not be driven by the corporation to an action for damages. nor can it, by the payment of money, leave unperformed its specific

affirmative legal duty. Cumberland Tel. Co. v. Morgan's Louisiana &c. R. Co., 51 La. Ann. 29, 24 So. 803, 72 Am. St. 442.

See 6 La. Dig. Railroads, p. 341; 2 La. Dig. Carriers, p. 55. Section 4. Every corporation, domestic or foreign, doing business in this State, shall have and maintain an office therein for the transaction of its business, where transfers of stock shall be made, and where books shall be kept for public inspection showing the amount of capital stock subscribed, the names of owners of stock, the amount owned by them respectively, the amount of said stock paid, and by whom, the transfers of said stock, with the date of transfer, the amount of its assets and liabilities and the names and places of residence of its officers.

Office or Domicil of Corporation. A corporation may be created by the laws of several states, and become a distinct corporation in each, domiciled therein, and may be sued in such states as a distinct corporation, in the state courts. Guinault v. Louisville &c. R. Co., 41 La.Ann. 571, 6 So. 850.

The failure of a corporation to file in the office of the secretary of state a written declaration of the place or locality where it does business, the name of its agent upon whom process may be served, etc., does not prevent it from maintaining a suit in the courts of this state on a contract made by it with a resident of the state. The various acts on the subject do not nullify the contracts, they merely impose penalties for non-compliance. Thomas Cusack Co. v. Ford, 138 La. 1096, 71 So. 196.

A foreign corporation must be sued at its selected domicile, except as otherwise provided by law. State v. Telegraph Co, 48 La.Ann. 81, 18 So. 910.

The Legislature cannot appoint an agent for a foreign corporation. State v. Williams, 46 La.Ann. 922, 15 So. 290.

Reconventional demand against foreign corporation. dence, agent, etc.

143, 64 So. 1017.

Domicile, resi

Texas & Pacific Ry. Co. v. Chatwin Bros., 135 La.

See 2 La. Dig. Corporations, p. 298.
Inspection of Books.

See 2 La. Dig. Corporations, p. 322.

Section 5. The Legislature shall enact general laws for the creation and regulation of corporations and for the prohibition of monopolies; and shall provide also for the protection of the public, and of the individual stockholders.

Monopolies. An arrangement by which two competing railroad corporations agree to divide their earnings for traffic between given points, for which they were previously competitors, is against public interest. contrary to public policy, and cannot be judicially enforced. Texas &c. R. Co. v. Southern Pac. R. Co., 41 La.Ann. 970, 6 So. 888, 17 Am. St. 445. Any contracts between corporations which have a tendency to stifle competition, or to create or foster monopolies, with a view to unreasonably increase the market value of commodities, are against public inter

est and contrary to public policy; and such contracts are unenforceable at law. Texas R. Co. v. Southern Pac. R. Co., 41 La.Ann. 970, 6 So. 888, 17 Am. St. 445.

Monopolies and trusts, as infringing the equal rights of individuals or the general well-being of the state. State v. American Sugar Ref. Co., 138 La. 1005, 71 So. 137.

See 5 La. Dig. Obligations, p. 607; Act 186 of 1890, p. 90; Act 90 of 1892, p. 120; 2 Wolff's Stat., pp. 1195, 1196. Charter Limitations. thorized by its charter. 137; State v. Southern Pac. Co., 52 v. Reynolds, 127 La. 193, 53 So. 833, 25 So. 408, 72 Am. St. 476

A corporation can engage only in business auState v. American, etc. Co., 138 La. 1005, 71 So. La. Ann. 1822, 28 So. 372; Interstate 520; State v. Newman, 51 La.Ann. (incidental powers).

Section 6. Corporations formed or to be formed under the laws of this State for the purpose of constructing and operating gravity canals for irrigation and navigation, as well as plants for the generation and distribution of hydro-electric power, shall have the right, under such regulations as shall be prescribed by the State Board of Engineers, to utilize for such purpose the waters of the navigable streams of this State, as well as the right to use as reservoirs or for the storing of water for such purpose the deserted beds of former navigable streams which may be the property of the State; provided, that at the end of seventy years from the completion of any system of canals and hydro-electric plants by corporations availing themselves of the authority so granted, their property and plants shall become the property of the State, to be operated by it for public revenue in such manner as the Legislature shall direct; and provided further, that none of these provisions shall be construed to apply to canals in existence prior to January 21st, 1921.

Riparian and Community Rights. All riparian proprietors hold their estates subject to certain conditions, imposed for the common utility. Civil Code, art. 661. DuBose v. Levee Commissioners, 11 La.Ann. 165. See 7 La. Dig. Waters, p. 330.

Dams and Reservoirs. See 7 La. Dig. Waters, p. 333.

Electric Power. The furnishing of electric light and power to private consumers was held not to be a public duty or function, or a utility to become public on terms, within the meaning of a city charter. Strohmeyer v. Consumers' Elec. Co., 111 La. 506, 35 So. 723.

See 3 La. Dig. Electricity, p. 56.

Section 7. Perpetual franchises or privileges shall not be granted to any person or corporation by the State or by any political subdivision thereof.

Construction and Limitation of Franchise. Where the state by legislative act has made a grant or given a franchise to an individual or company, and there are reasonable doubts as to the proper construction to

be given to the grant, such doubts are to be solved in favor of the state. The franchise for the Grant's Pass Ship Channel was construed as an exclusive one; not however in perpetuity, but limited to a term of twentyfive years. Grant v. Leach, 20 La.Ann. 329, 96 Am. Dec. 403.

See 3 La. Dig. 708.

The franchises and prerogatives conferred on an individual or a company by the Legislature in a grant or license, do not cease with the expiration of the time specified in the grant at which the monopoly shall cease. Grant v. Leach, 20 La.Ann. 329, 96 Am. Dec. 403.

Section 8. The term "corporation," as used in this Constitution, shall include all joint stock companies or associations having any power or privilege not possessed by individuals or partnerships.

Corporations and Joint Stock Companies. The material distinction between an ordinary partnership and a corporation is found in the power of the latter to enact by-laws, the limited responsibility of the stockholders, and their right, by the transfer of shares to introduce new partners into the association. Burton v. New Orleans &c. R. Co., 3 La.Ann. 19. Banks, canal, and turnpike companies whose stock is owned by private individuals, are essentially private corporations. State v. New Orleans Gas &c. Co., 2 Rob. 529.

Ordinarily stockholders in unincorporated companies are liable as partners. Unincorporated trading and transportation companies are commercial partnerships, whose stockholders are liable in solido. Vigers v. Sainet, 13 La. 300; Lambeth v. Vawter, 6 Rob. 127.

A partner in a joint stock company is bound to pay, when regularly called upon, the share of the capital he agreed to furnish. He is, in no legal sense, a joint debtor, but his obligation is several and entirely unconnected with the other stockholders. Haynes v. Kent. 8 La.Ann. 132 See 2 La. Dig. Corporations, p. 293; 1 La. Dig. Associations, p. 692; 5 La. Dig. Partnership, p. 811.

ARTICLE XIV.

Parochial and Municipal Affairs.

Section 1. The Legislature may establish and organize new parishes, which shall be bodies corporate, with such powers as may be prescribed by law, but no new parish shall contain less than six hundred and twenty-five (625) square miles, nor less than seven thousand (7000) inhabitants; nor shall any parish be reduced below that area or number of inhabitants.

Creation of New Parishes. The Legislature may create new parishes subject to the ratification by the electors. State v. Sanders, 130 La. 272, 57 So. 924.

The Constitution of the state has not given the Legislature unlimited discretion in the matter of creating new parishes, or changing the boundary lines of existing parishes, but has imposed important limitations on the legislative power in these respects, and on the methods of exercising