140 BINNEY'S CASE.

ment, of which there is no allegation or proof of any having been
made, to make any portion of the navigable canal, constructed by
that company, tributary to any mills or water-works, or to draw
water from such canals for any purpose whatever.

This plaintiff, after having presented himself as the legal owner
of certain natural mill-sites; and as the claimant of certain privi-
leges with which the property of these defendants stand charged;
and endeavouring to sustain his right to have that property, and
those privileges protected by the conservative process of this court,
now assumes a new and entirely different garb, and comes before
the court as one of the society, and a collegiate brother of the de-
fendants. He alleges, that he is a stockholder of the body politic,
called The Chesapeake and Ohio Canal Company; that the cor-
poration themselves, or their president and directors are expend-
ing the funds of the institution in a manner not warranted by law;
and are erecting works, and extending them to points beyond the
assigned limits, to answer purposes, and subserve interests entirely
alien to the great objects of the act of incorporation, and alto-
gether at variance with the authority conferred by it, which opera-
tions, the plaintiff complains, will work a fraud upon him, and
result in the most irreparable injury to his property and rights as a
stockholder in the company. And he thereupon prays, that these
defendants may be restrained by an injunction from thus illegally
misapplying those funds.

The defendants meet and oppose this complaint; first, on the
ground, that the works, projected and now in part executed, were
expressly authorized by the whole corporation, at a general meet-
ing, to which all the stockholders were regularly called, and this
plaintiff among the rest; which determination of the corporation,
in general meeting, must be deemed final and conclusive; next, on
the ground, that the erecting and extending the works, in the man-
ner projected, being altogether within the District of Columbia, is
a matter which belongs exclusively to the government of that
District; and, having been heretofore submitted to a legal and
competent tribunal there, by which the formation of them had
been decided to be legal and proper, this court can have no juris-
diction of the matter in any way whatever; and lastly, upon the
ground, that the erection and extension of the works as planned,
and in part executed, are in violation of no law, and have been
authorized by the express provisions of their act of incorporation.

The validity of the first of these grounds of defence must de-