282 JOURNAL OF PROCEEDINGS [Feb. 20,

ration of power, prior to the execution of contracts with third
parties for construction &c., and while the charter is merely
a contract between the State and the Company, the right of
repeal exists, they have grave doubts as to the existence of
this power on the part of the Legislature after rights have
retted in others than the corporators, and contracts
have been made with third parties in the due exercise of the
authority conferred by the charter.

Tour Committee would illustrate their view of this legal
proposition by a familiar example.

Every one knows that a power of Attorney, unless it is other-
wise expressed is revocable at the option of the party making
it. Suppose then that a power of Attorney were granted au-
thorizing the making of a contract for the construction of a
railway.

Prior to the making of the contract, no one doubts that the
power could b'e revoked, but will any one contend that after
the making of the contract, the party who gave the power of
Attorney could then alter, change or revoke it. Your Com-
mittee do not see the distinction in the case supposed from
the one now presented for their consideration.

Whatever doubt however, in the absence of express judi-
cial decision may exist in reference to this power, your Com-
mittee certainly think that it would be an act of unparrallel-
ed injustice and a violation of the plighted honor of the State
to abrogate contracts which have been entered into undar the
express powers conferred by the charter, and without any
proof of bad faith on the part of those who have contracted
for the construction of the work, and who are bound to fulfil
their obligations by the most stringent provisions which
could be embodied in a contract.

Your Committee cannot doubt however, if a power of re-
peal or modification exists to annul contracts alrea'dy entered
into with third parties, that this power can only be exercised
upon the condition that the Legislature makes full and am-
ple compensation to the Company and contractors for all loss
which may accrue by way of direct and consequential dama-
ges. The exact amount of these damages, your Committee
cannot state with precision, but they are satisfied they would
amount to a very large sum.

Your Committee cannot refrain from calling the attention
of the General Assembly, to the disastrous effects which such
legislation as that invoked by the Baltimore and Ohio Rail-
road Company, would have upon the future development of
the State, and the investment of foreign capital, now so much
needed in different sections of the State, to promote the pros-
perity of our people.