BTOCKTON ·v. nALr1MoRE & N. Y. 12.. co. 13
is merely permissory in its character; and the defendants, that it gives
authority and power to build a bridge, without reference to any author-
ity from the state. This question need not detain us long. The words
of the act are broad enough to confer the authority, if congress had power
to confer it. The language is: "It shall be lawful for the Staten Island
. Rapid Transit Railroad Company," etc. , “ to build and maintain a bridge
across the Staten Island sound, or Arthur kill." This is the ordinary
language used for conferring authority. Had the state legislature passed
a law in these terms, there could not be a doubt of its suihciency to give
authority. And there are expressions in the act which imply that ples
nary authority was intended to be given. The minute directions laid
down as to the manner of construction and use of the bridge imply this.
The third section declares "that any bridge constructed under this act, and
according to its limitations, shall be a lawful structure," etc.; implying
that the construction of the bridge, when built, would be under the act.
If congress had no power to authorize the construction of the bridge, inde-
pendent of state legislation, the act would, of course, be properly con-
strued as permissory in its character, ancillary to,»or. confirmatory of,
state legislation which might be adopted for therpurpose of authorizing
such a bridge. In other words, the act, within the scope of its terms,
may have such etfectagiven to it as comports with the power of the leg-
islative body which enacted it; just as a deed of conveyance may operate
as a grant, a bargain and sale, a release, or a conurmation, according to
the interest of the grantor on the one hand, and of the grantee on the
other. The true construction of the act, therefore, depends on the power
of congress, which will be examined hereafter.
Another question of a preliminary character relates to the capacity and
right of the defendant, the Staten Island Rapid Transit Railroad Com-
pany, to perform any acts and transact any business as a corporation in
New Jerseys It is argued that corporations, as such, have no legal ex-
istence outside of the state by whose laws they are created, and cannot
transact business in another state except by the comity of its laws, which
are not accorded in the present case. This doctrine is subject to much A
qualrcation. The habits of business have so changed since the decision
in the case of Bank of Augusta v. Earle, 13 Pet. 519, and corporate or-
ganizations have been found so convenient, especially as avoiding a dis-
solution at every change of membership, that a large part of the business
of the country has come to be transacted by their instrumentality ; while
their most objectionable feature, the non-liability of corporators, has in
most instances been abrogated in whole or in part; and to deny their
admission from one state to another in ordinary cases, at the present day,
would go far to neutralize that provision in the fourth articleof the con-
stitution which secures to the citizens of one state all the privileges and
immunities of citizens in another, and that provision of the fourteenth
amendment which secures to all persons the equal protection of the laws.
So strongly is this felt that, in the recent case of Santa. Clara Oo. v. Southern
Pac. R. Oo., 118 U. S. 394, 396. 6 Sup. Ct. Rep. 1132, the doctrine that
corporations are not citizens or persons, within the protective language