Statement of case. 665; Thomas v. R. R. Co., 101 U. S. 71; R. R. Co. v. R. R. Co., 813 Penn. 104; S. Car. R. R. Co. v. W. C. & A. R. R. Co., 7 S. C. 410; Hall v. Brown, 34 N. H. 495; Com. Pilots v. Clark, 33 N. Y. 251.) As to the case at bar the act of 1839 (Chap. 218), is repealed by the act of 1884. (Heckman v. Pinckney, 81 N. Y. 211.) The People of the state of New York have the right to raise the question whether or not a corporation is exercising a franchise without authority or in violation of law. (People v. N. Y. & H. R. R. Co., 45 Barb. 73; People v. Kerr, 27 N. Y. 188; Milhau v. Sharp, Id. 611, 619; Davis v. Mayor, etc., 14 id. 506.) The franchise to construct, maintain and operate a railroad on the route of this company was a charter right; the existence of a charter, of a grant from the legislature of this right or franchise was essential to its existence. (Davis v. Mayor, etc., 14 N. Y. 506, 523; Milhau v. Sharp, 17 id. 611, 619; In re Thirty-fourth St. R. R. Co., 102 id. 343, 351.) No statute can override the constitutional prohibition against the grant of an irrepealable and indestructible charter. (N. Y. Cable R. R. Co. v. Chambers St. R. R. Co., 40 Hun, 29.) The right to exercise the power to absolutely annul the franchise held by the Broadway Surface Company to construct, maintain and operate a railroad on its route is not in any way impaired by the existence of contracts made by that company. Nor is the existence of that power made doubtful or impaired by calling these franchises or rights property or contracts. (Chicago v: Iowa, 4 Otto, 155; Peik v. Chicago, 4 id. 164; 6 Bissell, 131; Bronson v. Kinzie, 1 How. 311; McCracken v. Hayward, 2 id. 608; Curran v. Arkansas, 15 id. 305; Hawthorn v. Calef, 2 Wall. 10; Tomlinson v. Jessup, 15 id, 454; Beer Co. v. Mass., 7 Otto, 25; Ruggles v. Illinois, 108 U. S. 527; Railroad Commission Cases, 116 U. S. 307; Comm.v. Farmers' Bk., 21 Pick. 542; Troy R. R. Co. v. Kerr, 17 Barb. 603; Suydam v. Moore, 8 id. 358; White v. Syracuse R. R. Co., 14 id. 560; North. R. R. Co. v. Miller, 10 id. 282; Erie v. Casey, 26 Penn. St. 301; Penn. College Cases, 13 Wall. 190; McLaren v. Pennington, 1 Paige, 101; Greenwood v. Freight Co., 105 U. S. Statement of case. 17; Mumma v. Potomac Co., 8 Peters, 281; Worcester v. Worcester Co., 109 Mass. 103; Railroad v. Georgia, 98 U. S. 359; R. R. Co. v. Maine, 96 id. 499.) Broadway was never condemned by the exercise of the power of eminent domain, but the fee of that street is in the abutting owners on it, the street is merely one the user of which was dedicated by their predecessors in ownership. (Knox v. Mayor, etc., 55 Barb. 404, 410, 411.) To have the effect of being personal and exclusive a consent must state expressly on its face that it is intended to be a consent only to the particular assignment or under-letting consented to. It is not sufficient that it, in terms, names only a particular assignment or sub-letting to a specifically named person. (Dakin v. Williams, 17 Wend. 447; 21 id. 457; Siefke v. Koch, 31 How. 383; Murray v. Harway, 56 N. Y. 337, 343.) The "consent act" cannot be held valid and constitutional to preserve the consent and order, but invalid and unconstitutional so far as it gives the benefit of the preservation thereof to the city. (People v. Kenney, 96 N. Y. 294, 302, 303; People ex rel. City of Rochester v. Briggs, 50 id. 553.) (People v. William C. Gulliver for James A. Richmond and others, respondents. This action rests entirely on the alleged dissolution of the corporation by the repeal act. O'Brien, 103 N. Y. 657.) It can be prosecuted only for the purpose of enforcing a right of the People. (People v. Alb. & Sus. R. R. Co., 57 N. Y. 161; People v. Brooklyn, F. & C. I. R. R. Co., 89 id. 75, 93.) No arbitrary power of repeal exists in the legislature. (Yick Wo v. Hopkins, 118 U. S. 356, 369; Wilkinson v. Leland, 2 Pet. 627, 657; Code, §§ 1797-1813; Cooley on Const. Lim. 85-88, 91, 175, 391; Sedg. on Stat. Constr. [2d ed.] 16, 121, 132; Kilbourne v. Thompson, 103 U. S. 168, 190; Dash v. Van Kleeck, 7 Johns. 477, 502, 508; Wynehamer v. People, 13 N. Y. 378, 391; People ex rel. McDonald v. Keeler, 99 id. 463, 480; Morrill v. Sherburne, 1 N. H. 199, 204; Sinking Fund Cases, 99 U. S. 700, 721, 761; Fletcher v. Peck, 6 Cranch, 87, 136; Ervine's Appeal, Statement of case. 16 Penn. St. 256, 266; Holden v. James, 11 Mass. 396, 405; Simonds v. Simonds, 103 id. 572; Lewis v. Webb, 3 Me. 326, 336; Cummings v. State of Missouri, 4 Wall. 277, 323; People v. Draper, 15 N. Y. 532, 545; State of Maryland v. Balt. & O. R. R. Co., 3 How. 534, 549, 551.) The legislative power of repeal does not include the power to inflict punishment by destroying a corporate life or otherwise. (Kilbourne v. Thompson, 103 U. S. 168, 182; U. S. Const., fourteenth amend. § 1; N. Y. Const., art. 1, § 6; U. S. Const., art. 1, § 10; Cooley on Const. Lim. 261; Cummings v. State of Missouri, 4 Wall. 277, 319, 320, 323, 325, 329; Ex parte Garland, 4 id. 333, 377, 380; Drehman v. Stifle, 8 Wall. 595, 601; Santa Clara County v. S. P. R. R. Co., 118 U. S. 394, 396; Yick Wo v. Hopkins, Id. 356, 368.) It is not possible for the legislature, by reservations contained in its statutes, to exempt itself from the direct prohibitions of the Constitution, adopted not only for the protection of individuals, but also as important features of public policy. The legislature cannot do indirectly what it is forbidden to do directly. (Cummings v. State, 4 Wall. 277, 325, 329; Ex parte Garland, Id 333, 380; People ex rel. Bolton v. Albertson, 55 N. Y. 50, 55, 57, 67; In re Jacobs, 98 id. 98; People ex rel. Schenectady, etc., v. Allen, 42 id. 404, 412, 413; Atkinson v. Marietta, etc., R. R. Co., 15 Ohio St. 21, 35; Taylor v. Comrs. of Rose Co., 23 id. 22; Barron v. Burnside, 121 U. S. 186.) The repeal act is unconstitutional because it impairs the obligation of contracts. (New Jersey v. Yard, 95 U. S. 104, 113.) Under the Constitution of this state the Broadway Company could not be dissolved by a special act. (Cummings v. State, 4 Wall. 277, . 325; People ex rel. Schenectady, etc., v. Allen, 42 N. Y. 404, 413.) That which is within the intent of a constitutional prohibition, is as much within the prohibition as that which is within its letter. (People ex rel. Bolton v. Albertson, 55 N. Y. 50, 55, 57; Kilbourne v. Thompson, 103 U. S. 168; In re Jacobs, 98 N. Y. 98, 110; McCracken v. Hayward, 2 How. 608; Edwards v. Kearzey, 96 U. S. 595; Austin v. Murray, 16 Pick. 121, 126; Watertown v. Mayo, 109 Mass. Statement of case. 315, 319; Slaughter House Cases, 16 Wall. 36, 87; Cooley on Const. Lim. 487, 488.) The purpose and scope of article 8, section 1 of the New York Constitution is to put into practical application the principle of equality of rights. (Johnson v. H. R. R. R. Co., 49 N. Y. 455; 2 Hough's Amer. Const. 811-813.) The passage of chapter 252, Laws of 1884, is itself a declaration of the legislature and conclusive evidence that in its judgment the objects of the corporation could be attained under a general law. (N. Y. Const. art. 3, § 18, as amended November 3, 1874; In re Thirty-fourth St. R. R. Co., 37 Hun, 442, 446; 102 N. Y. 343, 348; State v. Cincinnati, 20 Ohio State, 18, 36.) The theory that general purposes of public policy should be at the foundation of all grants of corporate powers involves the theory that similar principles should be the basis of their revocation. (Cooley on Const. Lim. 393; Tomlinson v. Jessup, 15 Wall. 454, 458; 99 U. S. 700, 749; Providence Bk. v. Pitman, 4 Peters, 514, 561; People ex rel. Adsit v. Allen, 42 N. Y. 378, 384.) A reservation of the alleged right of repeal sought to be exercised by the legislature in this case was not attempted to be reserved by its contract with the Broadway Surface Railroad Company. (Greenwood v. Freight Co., 105 U. S. 13, 17.) The reservations of the power to repeal charters and annul or dissolve corporations, contained in the Revised Statutes and the general railroad law, do not make such special legislation valid. (Reciprocity Bank, 22 N. Y. 9, 14; Humphrey v. Pegues, 16 Wall. 244, 248.) The courts, in the construction of statutes, are guided by considerations of justice and of public policy. (People ex rel. West. F. Ins. Co. v. Davenport, 91 N. Y. 574, 585, 587; Cochran v. Van Sur'ay, 20 Wend. 365, 382; In re Empire Bk., 19 N. Y. 199, 213, 214; Dash v. Van Kleeck, 7 Johns. 477, 495, 496; Smith v. People, 47 N. Y. 330, 336, 337; In re Rochester Water Comrs., 66 id. 413; People ex rel. Bolton v. Albertson, 55 id. 50; Pennington v. Core, 2 Cranch, 33, 52; People v. Utica Ins. Co., 15 Johns. 358, 381; Oates v. Nat. Bk., 100 U. S. 239, . SICKELS-VOL. LXVI. 4 Statement of case. 244.) The court will, if possible, so construe a statute that it shall be constitutional. (People ex rel. Bolton v. Albertson, 55 N. Y. 50, 56; Bd. of Sup'rs. of Seneca v. Allen, 99 id. 532, 538.) Reservations of power to repeal will not be broadly construed. (New Jersey v. Yard, 99 U. S. 104, 112, 113.) In construction, general provisions give way to special, and such as have received from the legislature a special consideration in their application to a particular case prevail in that case. (McKenna v. Edmonstone, 91 N. Y. 231; In re Central Park, 50 id. 83; Vandenburg v. Vil. of Greenbush, 60 id. 1; Whipple v. Christian, 80 id. 523; Excelsior P. Co. v. Lacey, 63 id. 422, 425.) The provisions of section 1 of the act of 1884, referring to the provisions of the Revised Statutes, give to them no additional binding force as to corporations formed under the act of 1884, since they are applicable to all corporations formed after their enactment, unless it is otherwise provided by the legislature. (1 R. S., chap. 18, tit. 3, § 2; Bowen v. Lease, 5 Hill, 221, 226; Home for Friendless v. Rouse, 8 Wall. 430, 438; R. R. Co. v. Maine, 96 U. S. 499, 510.) The arbitrary power claimed by the plaintiff to be reserved by the Revised Statutes and the general railroad act of 1850, and its exercise by the repeal act, are unconstitutional, because conflicting with the fourteenth amendment of the Constitution of the United States. (Santa Clara County v. S. Pac. R. R. Co., 118 U. S. 394, 396; Barbier v. Connolly, 113 id. 27, 31; Yick Wo v. Hopkins, 118 id. 356, 367, 368.) Chapter 268 of the Laws of 1884 is constitutional, nevertheless the effect of that act is no other or greater than to repeal the franchise to be a corporation. (New Jersey v. Yard, 95 U. S. 104, 113; State v. Minton, 23 N. J. L. 529, 532; Smith v. People, 47 N. Y. 330, 337, 339, 340; Chase v. Lord, 77 id. 1; In re Rochester Water Comrs., 66 id. 413.) The provisions allowing the mortgaging and leasing of the property and franchises created a contract not only between the state and the corporation, but also between the state and the bondholders and lessees. (Brooklyn Park Comrs. v. Armstrong, 45 N. Y. 234, 246, 247; Curran v. Arkansas, 15 How. 305, |