§ 220. What Courts Have Jurisdiction.—It is well established that in the absence of legislation on this subject the common law courts have exclusive jurisdiction in all cases relating to the forfeiture of franchises. A bill in equity will not lie for the purpose of determining whether a corporation was organized in a legal manner where this power has not been specifically conferred by legislative enactment. In that class of States in which the distinction conduct of the corporate agencies, does affect the property and business of the company, in the same manner as if it had been a formal resolution of its board of directors, and the act so done is ultra vires of the corporation and against public policy, and was done in their individual capacities for the purpose of concealing their real purpose and object, the act should be regarded as the act of the corporation; and, to prevent the abuse of corporate power, may be challenged as such by the State in a proceeding in quo warranto. State ex rel. v. Standard Oil Co., 49 Ohio St. 137. "The trust, then. being repugnent to public policy and illegal, it is impossible to see why the same is not true of the corporation which succeeds to it and takes its place. The control exercised over the distillery business of the country,-over production and prices, and the virtual monopoly formerly held by the trust, are in no degree changed or relaxed, but the methods and purposes of the trust are perpetuated and carried out with the same persistance and vigor as before the organization of the corporation. There is no magic in a corporate organization which can purge the trust scheme of its illegality, and it remains as essentially opposed to the principles of sound public policy as when the trust was in existence. It was illegal before and is illegal still, and for the same reasons. But it is urged that the defendant, by its charter, is authorized to purchase and own distillery property, and that there is no limit placed upon the amount of property which it may thus acquire. By its certificate of organization it is authorized to engage in a general distillery business in Illinois and elsewhere, and to own the property necessary for that purpose. It should be remembered that grants of powers in corporate charters are to be construed strictly, and that what is not clearly given is, by implication, denied. The defendant is authorized to own such property as is necessary for carrying on its distillery business, and no more. Its power to acquire and hold property is limited to that purpose, and it has no power, by its charter, to enter upon a scheme of getting into its hands and under its control all, or substantially all, the distillery plants and the distillery business of the country, for the purpose of controlling production and prices, of crushing out competition, and of establishing a virtual monopoly in that business. Such purposes are foreign to the powers granted by the charter. Acquisitions of property to such between law and equity has been abolished, a petition in which the relator sets forth a cause of forfeiture will be sustained, if supported by adequate proof. The granting of a writ of quo warranto is the exercise of an original jurisdiction, hence where the supreme court of a State is vested with appellate jurisdiction only, it has no power to issue such a writ. But where the constitution of a State invests the supreme court with original jurisdiction in such "remedial cases, as may be prescribed, by statute, such power is held to include proceedings in quo warranto, In many of the States the supreme court will decline to issue this suit. In the case of The State ex rel. McIlhaney v. Stewart, before the Supreme Court of Missouri, Mr. Justice Napton, in delivering the opinion of the court, said: "There is no doubt that this court is mainly intended by the constitution as an appellate tribunal. In some instances original jurisdiction has been given to it, but chiefly with a view to enable it to exercise more effectually its superintending control over inferior courts. Its power in proceedings in quo warranto seems to be a departure from the general policy evinced in the construction of the court. Whether this jurisdiction was designed to extend to that class of information which, under the English statutes, had become essentially civil actions, commenced and conducted in the name of a public officer, but really for the mere ascertainment and settlement of private rights, is a question which might justify some hesitation and consideration, if it were necessary now to determine it. The legislature, it is certain, has furnished this court with none of the machinery extent and for such purpose do not come within the authority to own the property necessary for the purpose of carrying on a general distillery business. In acquiring distillery properties in the manner and for the purposes shown by the information, the defendant has not only misused and abused the powers granted by its charter, but has usurped and exercised powers not conferred by, but which are wholly foreign to, that instrument. it has thus rendered itself liable to prosecution by the State by quo warranto, and we are of the opinion that upon the facts shown by the information the judgment of ouster is clearly warranted." Distilling and Cattle Feeding Co. v. The People, 156 Ill. 448, 491. for trying issues in fact, and in practice such trials are altogether without precedent. These informations are attended with all the forms, and must progress through all the stages incident to any other writ. There are pleas and demurrers, issues in law and in fact, trials by jury, motions for new trials in arrest of judgment and writs of error. The issue of fact by the common law must be tried in the county where the franchise is situated. If such a proceeding is entertained by this court, it must be conducted solely according to the forms of the common law, for neither the statute of W. & M. nor of Anne is in force here; nor does our own statute apply to the supreme court, but is exclusively confined to the circuit courts."'1 1 State v. Stewart, 32 Mo. 379, 384. "As the information in this case was filed at the relation of a private person, and as it further appears from the pleadings in the cause that the relation and respondent are rival claimants for the office of register of the city of Lexington, and that the proceeding is, therefore, nothing more than a contest over the title to said office, we are of opinion that the writ of quo warranto has been improvidently issued, and the proceeding will, therefore, be dismissed. We see nothing in the circumstances of this case of such an exceptional nature as to induce us to depart from our long established custom to decline original cognizance of causes of this character. State ex rel. Young v. Buskirk, 43 Mo. 111, and cases there cited. They can be tried with much less expense and inconvenience by the inferior tribunals having jurisdiction thereof, and the condition of our docket is not such as to invite accessions thereto by the unnecessary exercise of our original jurisdiction." Claggett, 73 Mo. 388. State v. In New Jersey the same rule preme court is strictly an appellate is maintained. In a leading case, the court said: "It is an established principle of the law concerning corporations that the charter of a corporation will not be declared to be forfeited, for misuse or abuse of its powers, except in a proceeding instituted directly for that purpose, by the government granting the charter. In such matters the courts will never act on the relation of any individual, and the reason is that the matter is one which concerns the State alone. The State may exact the forfeiture or waive it, as may seem best to it for the public interests. The question whether a corporation has forfeited its franchises or not is one over which the common law courts have exclusive jurisdiction, and over which this court has no control whatever in the absence of legislations."'1 In Minnesota it has been held that the ture, and a statute existing at the time the constitution was adopted conferring jurisdiction on some other tribunal was superseded by such constitutional provision, so far, at least, as it could be held to have conferred exclusive jurisdiction upon such tribunal. Haight v. Gay, 8 Cal. 300; s. c., 48 Am. Dec. 323; Montrose v. State, 61 Miss. 429; High on Extraordinary Legal Remedies, § 615." People v. Bingham, 82 Cal. 238, 242. The supreme court of this State is limited in its powers to the decision of such questions as properly arise in the due course of law, in a judicial proceeding within its jurisdiction. Hence, in a proceeding in quo warranto to try the title of persons to an office, held under the provision of an act of the General Assembly, when its validity is questioned, it is only such provisions of said act as affect the title to the office, that are properly before the court for its judicial settlement. State v. Baughman, 38 Ohio St. 455. The legality of the organization or formation of a corporate body, The proper such as a drainage district and its 1 Jersey City Gas Light Co. v. Consumers' Gas Co., 40 N. J. Eq. 427, 431. The remedy by information in the nature of quo warranto, though criminal in form, is in effect a civil proceeding. A statute abolishing the common law proceeding by information in the nature of quo warranto, and authorizing an action to be brought in cases in which that remedy was applicable, makes the proceeding a civil action for the enforcement of a civil right, subject to removal from State courts to the courts of the United States when other circumstances permit. Proceedings by a State against a corporation created under its own laws, in the supreme court has jurisdiction by quo warranto to enforce the forfeiture of the charter of a corporation.1 In the decision in this case, the court said: "In this case the jurisdiction of this court to issue writs of quo warranto is for nature of quo warranto for the abondonment, relinquishment and surrender of its powers to another corporation with which it has been consolidated under a law of the United States, and proceedings against the directors of said consolidated company for usurping the powers of such State corporation are, when in the form of civil actions, suits arising under the laws of the United States, within the meaning of the acts regulating the removal of causes. When a suit brought by a State in one of its own courts against a corporation amenable to its own process, to try the right of the corporation to exercise corporate powers within the territorial limits of the State, presents a case arising under the laws of the United States, it may be removed to the Circuit Court of the United States, if other jurisdictional conditions exist. In view of the practical construction put upon the constitution by Congress and the courts in the statutes and decisions, the court is unwilling to say that it is not within the power of Congress to grant to inferior courts of the United States jurisdiction in cases where the supreme court has been vested by the constitution with original jurisdiction. Ames v. Kansas, 111 U. S. 449. 1 State v. St. Paul & Sioux City Ry. Co., 35 Minn. 222. The right of the supreme court to issue the writ of quo warranto is recognized in general terms by our statutes, the occasions are left to be determined by common law rules. And by those rules, it is apparent the writ is the appropriate mode in which to try any alleged usurpation of offices, or franchises inconsistent with the State sovereignty. State v. Boston, etc. R. R. Co., 25 Vt. 433. "Original jurisdiction in proceedings in quo warranto is conferred upon the supreme court by the constitution of the State. (Const. Art. 3, § 3.) And this jurisdiction so conferred is just what was understood to be quo warranto jurisdiction at the time when the constitution was adopted. As throwing light upon the last proposition, see Leavenworth Co. v. Miller, 7 Kan. 502; The State v. W. W. Ry. Co., 34 Wis. 197. This jurisdiction cannot be abolished, or increased, or diminished, by the legislature. The State v. Allen, 5 Kan. 213; Graham v. Cowgill, 13 Kan. 114; State v. Grabam, 13 Kan. 136. Of course, the legislature has the power indirectly to affect the exercise of this jurisdiction, as it has the power directly or indirectly to affect almost every other matter or thing coming within the purview of the constitution. It may increase or diminish, or create or destroy any particular instances in which this jurisdiction may be exercised; but it cannot increase, or diminish, or abolish, or destroy the jurisdiction itself. Thus it may create additional offices, or additional grounds for forfeiture, and thereby increase the number of instances in which the court may exercise its jurisdiction; or it may abolish some of the offices |