were to pay assessments made for the objects, and under the re- strictions, contained in that Act, and not to pay assessments made for other and more extended objects, or under different and fewer restrictions. Notwithstanding the laudable object and great utility of the additional Acts, if they effected a material change, he is able to say non lce in fadera veni. The company's acceptance of the Act of I812 for locking Cromwell's Falls effected a material change in the original corporation. It was, in fact, uniting two distinct corporations. After that acceptance the money assessed would be raised not only for the purpose first contemplated, of making the Merrimack navigable eight miles, from Amoskeag Falls down to Reed's Ferry, but also for the purpose of making it navigable at Cromwell's Falls, - a place six miles below Reed's Ferry, and wholly without the boundaries included in the first Act. Neither the letter nor the spirit of the defendant's contract could extend to an object which was not originally within the contemplation and power of the parties. The amendmenit of 1809 does not vary the bounds of the river-improvements, but it grants a material increase of corporate power. The additional Acts are a variation from the contract originally made, and a variation, too, which reaches the essence of the contract. The defendant's assent to amendments extending the objects, or increasing the powers of the corporation, is not to be presumed, but must be expressly shown.
On these grounds it was held that he was not engaged in the new enterprise of locking Cromwell's Falls, or the new enterprise of buying one hundred acres of land instead of six, and collecting a toll unlimited in amount and duration instead of one not exceeding twelve per cent for forty years. LHe was not bound by the votes of the majority enlarging the power he had given them over his share of the corporate property. The amendments of the charter were a waiver of the public objection to an enlarged area of corporate power; but as he was bound by nothing but his own contract as to the authority of the majority to act for him as his agents within the original area, so he could be bound by nothing but his own contract for an extension of that authority. The de- cision and the reasons on which it was based are affirmed in March v. Eastern R. Co.[1]The doctrine of agency, thus applied, has been maintained in this State seventy years, and there is no legal or equitable principle on which it can be overturned.
- ↑ 43 N. H. 515, 525, 526, 532,
