"As they hold themselves to the world as common carriers for a reasonable compensation, they assume to do and are bound to do what is required of them in the course of their employment, if they have the requisite convenience to carry and are offered a reasonable and customary price; and if they refuse without just ground, they are liable to an action."
Judge Cooley, in his very able work, "Constitutional Limitations," refers to the so-called vested rights of corporations and the abuse growing out of them as follows:
"It is under the protection of the decision in the Dartmouth College case that the most enormous and threatening powers in our country have been created, some of the great and wealthy corporations actually having greater influence in the country at large, and upon the legislation of the country, than the States to which they owe their corporate existence. Every privilege granted or right conferred—no matter by what means or on what pretense—being made inviolable by the Constitution, the Government is frequently found stripped of its authority in very important particulars, by unwise, careless or corrupt legislation; and a clause of the Federal Constitution whose purpose was to preclude the repudiation of debts and just contracts protects and perpetuates the evil."
The late President Garfield, in one of his legislative speeches, called attention to the fact that Chief Justice Marshall pronounced the decision in the Dartmouth College case ten years before the steam railway was born, and then said:
"I have ventured to criticise the judicial application of the Dartmouth College case, and I venture the further opinion that some features of that decision, as applied to the railway and similar corporations, must give way under the new elements which time has added to the problem."
Charles Fisk Beach, Jr., in his recent work entitled "Commentaries on the Law of Private Corporations," well defines what constitutes dedication to a public use. He says:
"Whenever any person pursues a public calling and sustains such relations to the public that the people must of necessity deal with him, and are under a moral duress to submit to his terms if he is unrestrained by law, then, in order to prevent extortion and an abuse of his position, the price he may charge for his services may be regulated by law. When private property is affected with a public interest it ceases to be juris privati only. This was said by Lord Chief Justice Hale more than three hundred years ago in his treatise De Portibus Maris, and has been accepted without objection as an essential element in the law of property ever since."
Treating of the fiduciary position of directors and officers of corporations, the same author says:
"The directors, officers and agents of a corporation are held to the general rule of law resting 'upon our great moral obligation to refrain from placing ourselves in relations which ordinarily excite a conflict between self-interest and integrity.' The directors and officers are the agents of the company, and while acting in that capacity for it cannot deal with themselves to the detriment of the corporation. All contracts of that character are voidable at the option of the corporation."
And further he says: