Opinion of the Court.

government may go elsewhere and hire them. There is no stipulation which in terms, or by implication, casts upon the petitioner the management or control of any vessel accepted by the government. That the time for which the vessels were to be employed might be limited by the wishes of the government does not affect the question as to whether, while so employed, they were to be under its exclusive control and management. A demise may be for a day as well as for a year, and may be terminable at the will of the lessor. The pay, by the fourth article, was to be "for each vessel employed."

Not only this, but the conduct of the parties in the execution of the contract removes all obscurity as to its scope and meaning. As the findings show, the vessel, the James Bowen, was furnished by petitioner, and was accepted and used by the defendants. During the time of its use it was under the exclusive management and control of the defendants. The very condition resulted which is the purpose and effect of a demise the transfer of the exclusive possession, management, and control. The vessel was not, when injured, returned to the petitioner, but when the repairs were finished, "resumed work." It is insisted by the defendants that there was no demise because, as claimed, the petitioner did not contract to furnish one vessel for any length of time, and could, if he wished, change vessels. It is doubtful whether that is a correct interpretation of the instrument, and whether it was in the power of the petitioner, after a vessel had been tendered and accepted by the government, to substitute another therefor. But even if it were so, the substituted vessel would pass into the exclusive possession of the government, the same as the vessel for which it was substituted.

We think little significance is to be attached to the provisions in reference to furnishing a crew or supplying fuel. They were matters of detail affecting the price to be paid, but throwing no particular light on the question of hiring or control. If it be said that the clause requiring the government to furnish fuel was unnecessary in case there was a demise, it may also, in like manner, be said that the further clause as to

Syllabus.

the petitioner's furnishing a crew was unnecessary if he was to retain the management and control. Any possible inference from one clause may be set off against a different inference from the other, but neither of them destroys the significance of the operative words of transfer, nor outweighs that of the action of the parties in the execution of the contract.

The claim when presented to the department was rejected on the ground that the "boat was wholly under the control of the owner and his agents and employés." But the findings of fact show that that alleged ground is a mistake; that it was wholly under the management and control of the quartermaster's department. Nothing more need be said. While the question is not free from doubt, yet in view of the fact that the petitioner was to provide and furnish a vessel; that this vessel, when tendered, was accepted, and was not only in the service, but under the exclusive management and control of the quartermaster's department at the time of the accident, we think that it must be adjudged that the case presented is one of a contract of hiring, and not for service, and that the government, during this possession of the vessel, was a special owner, and bound to pay rent for the vessel until returned to petitioner.

The judgment will be

Affirmed.

The CHIEF JUSTICE and MR. JUSTICE JACKSON dissented from this opinion and judgment.

SNELL v. CHICAGO.

ERROR TO THE SUPREME COURT OF THE STATE OF ILLINOIS.

No. 242. Submitted February 1, 1894. - Decided March 5, 1894.

The decision by the highest court of a State, that the conveyance by a corporation existing under the laws of the State (and acting in this respect under a statute of the State) to an individual, his heirs, executors, administrators, and assigns, of “all the property of said company,

Statement of the Case.

consisting of the charter and its amendments and franchises," and other enumerated property, and “all the property, goods, and chattels of said company of whatsoever nature or description," passed to him only a life estate in the franchises of the corporation, and that these did not pass to his heirs, presents no question of a Federal nature, but only one as to the extent of an authority given by statute to a corporation to dispose of its franchises.

THIS case came before the court on error to the Supreme Court of the State of Illinois. The record disclosed these facts: On December 21, 1888, the plaintiffs in error, as plaintiffs, filed in the office of the clerk of the Superior Court of Cook County their bill of complaint, seeking to enjoin the defendants, their officers, agents, and servants, from removing, or attempting to remove, a certain toll-gate on Milwaukee Avenue, in the city of Chicago, and from interfering with the plaintiff's collection of tolls thereat. The bill set forth that on February 10, 1849, the general assembly of the State of Illinois passed an act to incorporate the Chicago Northwestern Plank Road Company, certain sections of which were quoted. It is unnecessary to refer to these sections in detail; it is enough to say that they provided for the incorporation of a company to construct a plank road, and described the various powers and privileges given to such corporation. The bill then referred to an act of the general assembly, dated February 12, 1849, Laws of 1849, Private Laws, p. 57, entitled "An act to construct a plank road," etc., the twenty-first and twenty-second sections of which, quoted in the bill, purported to incorporate the Northwestern Plank Road Company, the incorporators of which, as appeared from section 21, had a license from the county commissioners' court of Cook County to construct a plank road from the city of Chicago to Oak Ridge, and from thence to Wheeling and the north line of said county. It then quoted the act of the general assembly of the State of Illinois of date March 1, 1854, entitled an act to incorporate the Northwestern Plank Road Company. Laws of 1854, 24 sess., 224. This act commences with a preamble which, referring to the act of February 12, 1849, says that doubts exist us to whether by the twenty-first, twenty-second,

Statement of the Case.

and twenty-third sections of said act the Northwestern Plank Road Company was duly incorporated, and therefore in the first section in terms incorporates the Northwestern Plank Road Company, and, by the second section, grants to it the powers and privileges, rights and duties, contained in the sections quoted from the earlier act of 1849. The allegation is that by virtue of these several acts the Northwestern Plank Road Company became duly incorporated and organized as a corporation, and proceeded to and did prosecute and complete the construction of the road under the powers and franchises granted. The bill further set forth that on February 15, 1865, another act was passed by the general assembly of the State of Illinois, Laws of 1865, (Private,) p. 115, which act was set forth in full, and the material sections of which are as follows:

"SEC. 3. The president, by the advice and direction of a majority of the stockholders, may sell to the county of Cook the franchise, the property, and immunities of said company, or to any other party or parties, and thus dissolve said company, and divide the avails amongst the stockholders.

"SEC. 4. That the board of supervisors of Cook County may purchase such franchise, property, and immunities, and, upon the order of said board, the clerk of said county shall proceed to purchase and receive the deed of title to the same, and should said county fail to purchase the same, any person or persons may purchase the same, and thereby make the same private property.

"SEC. 5. The deed of the president of said company to the said county of Cook, or to any other party purchasing, shall be a good and lawful title to the same; provided, always, that all the debts and liabilities of said company shall be paid; provided, further, that the purchaser or purchasers of said franchise and road shall be bound by all the obligations said Northwestern Plank Road Company is by its charter, and shall enjoy all the rights and privileges enjoyed by said company, and no more."

On August 5, 1870, the Northwestern Plank Road Company made a deed to Amos J. Snell. This deed, after reciting the

VOL. CLII-13

Statement of the Case.

incorporation under the act of March 1, 1854, quoting sections 3 and 5 of the act of February 15, 1865, and reciting a meeting of the stockholders on January 5, 1866, closes with this resolution, passed at such meeting, and this granting clause:

"Resolved by the stockholders of this Company, That Thomas Richmond, president, be authorized to sell the plank road, tollhouses, and other property belonging to the company, with the franchise and all its rights and privileges, and give a deed of the same to the purchaser for such sum and upon such conditions as he shall deem advisable;

"And whereas the said plank road company is entirely free from debt, now, therefore, I, Thomas Richmond, president of the Northwestern Plank Road Company, for and in consideration of the sum of twenty thousand dollars ($20,000) to me in hand paid by Amos J. Snell, of Jefferson, in the county of Cook and State of Illinois, do hereby sell, transfer, convey, and set over to the said Amos J. Snell, his heirs, executors, administrators, and assigns, all the property of said company, consisting of the charter and its amendments and franchises, the right of way, the grading, the planking, ditches, bridges, and drainages, the toll-houses, gates, teams, implements of work, and being the plank from the old city limits of Chicago aforesaid to the nine-mile post, together with all the property, goods, and chattels of said company of whatsoever nature or description;'

"To have and to hold unto the said Amos J. Snell, his heirs, executors, administrators, and assigns, forever.

"In witness whereof the said Thomas Richmond, as president, has hereunto signed his name and affixed the seal of the said Northwestern Plank Road Company this fifth day of August, A.D. 1870.

"[Corporate seal of the Northw. P. R. R. Co.]

"THOMAS RICHMOND,

"Pres't N. W. P. R. R. Co.”

This deed was duly recorded. The bill also alleges that from that time until his death Snell continued in the owner