ashwander tennessee valley authority argued decided february rehearing denied mandate conformed ashwander tennessee valley authority forney johnston birmingham james beck washington petitioners john lord stanley reed sol washington respondent tennessee valley authority mitchell florence respondent city florence thomas martin perry turner william logan martin birmingham respondent alabama power courtland palmer new york city john stokely birmingham respondent chemical bank trust chief justice hughes delivered opinion january tennessee valley authority agency federal entered contract alabama power company providing purchase authority power company certain transmission lines substations auxiliary properties purchase authority power company certain real property interchange hydroelectric energy addition sale authority power company power stated terms mutual restrictions areas served sale power contract amended supplemented minor particulars february may alabama power company corporation organized laws alabama engaged generation electric energy distribution generally throughout state lines reaching counties transmission lines purchased authority extend wilson dam muscle shoals plant owned tennessee river northern alabama seven counties state within radius miles lines serve population approximately including individual customers total number served directly power company real property acquired authority apart transmission lines mentioned related properties adjacent area known wheeler dam site upon authority constructing wheeler dam contract january also provided alabama power company electric home farm authority subsidiary tennessee valley authority promote sale electrical appliances end power company may entered agency contract electric home farm authority inc necessary detail discuss proceedings relation transaction understood latter corporation dissolved agreement august alabama power company gave option tennessee valley authority acquire urban distribution systems retained power company municipalities within area served transmission lines mentioned appears option exercised agreement terminated plaintiffs holders preferred stock alabama power company conceiving contract tennessee valley authority injurious corporate interests also invalid beyond constitutional power federal government submitted protest board directors power company demanded steps taken contract annulled board refused commonwealth southern corporation holder common stock power company declined call meeting stockholders take action protest unavailing plaintiffs brought suit invalidity contract determined performance enjoined going beyond particular challenge setting forth pronouncements policies programs authority plaintiffs sought decree restraining activities repugnant constitution also asked general declaratory decree respect rights authority various relations defendants including authority directors power company mortgage trustee municipalities within described area filed answers case heard upon evidence district made elaborate findings entered final decree annulling contract january enjoining transfer transmission lines auxiliary properties also enjoined defendant municipalities making performing contracts authority purchase power accepting expending funds received authority public works administration purpose constructing public distribution system distribute power authority supplied gave consideration plaintiffs request general declaratory decree authority directors city florence appealed decree case severed defendants plaintiffs took circuit appeals limited discussion precise issue respect effect validity contract january district found electric energy required territory served transmission lines purchased contract available wilson dam without necessity interconnection dam power plant circuit appeals accordingly considered constitutional authority construction wilson dam disposition electric energy created view wilson dam constructed exercise war commerce powers congress electric energy available property subject disposition circuit appeals decided decree district erroneous reversed also held plaintiffs take nothing plaintiffs application granted writs certiorari first right plaintiffs bring suit plaintiffs sue right alabama power company sought unsuccessfully right asserted power company upon showing demand refusal complied applicable rule stock holdings small real interest question suit brought good faith otherwise entitled denied relief accorded one owned shares plaintiffs simply challenge contract january improvidently unwise exercise discretion vested board directors challenged contract injurious interests interests corporation illegal tran fundamental law seeking prevent carrying contract suit directed power company authority directors upon ground latter color statute acting beyond powers congress validly confer case necessary corporation refuses take suitable measures show managing board trustees acted fraudulent intent legal duress entitle complainants equitable relief absence adequate legal remedy enough show breach trust duty involved injurious illegal action necessary show transaction ultra vires corporation illegality may found lack lawful authority part corporation attempting deal thus breach duty may consist yielding without appropriate resistance governmental demands without warrant law violation constitutional restrictions right stockholders seek equitable relief recognized managing board trustees corporation refused take legal measures resist collection taxes exactions alleged unconstitutional dodge woolsey pollock farmers loan trust company brushaber union pacific failure assert rights franchises corporation unwarranted interference legislative administrative action greenwood union freight cotting kansas city stock yards remedy accorded stockholders public service corporations respect rates alleged fiscatory smyth ames ex parte young fact directors exercise judgment either disinclined undertake burdensome litigation reasons regarded substantial resolved comply legislative administrative demands deemed adequate ground denying stockholders opportunity contest validity governmental requirements directors submitting see dodge woolsey supra pages greenwood union freight supra page pollock farmers loan trust company supra pages brushaber union pacific supra page smith kansas city title trust company shareholder title company sought enjoin directors investing funds bonds federal land banks land banks upon ground act congress authorizing creation banks issue bonds unconstitutional hence bonds legal securities corporate funds lawfully invested proposed investment classes bonds described pages appeared directors title company maintained federal farm loan act see et seq constitutional bonds desirable investments page neither conceded fact judgment directors small amount averments availed defeat jurisdiction decide question validity act bonds authorized held validity act directly drawn question shareholder entitled maintain suit said general allegations interest shareholder right injunction prevent purchase alleged unconstitutional securities misapplication funds corporation gives jurisdiction principles settled pollock farmers loan trust brushaber union pacific supra pages proceeded examine constitutional question sustained legislation attack similar result reached brushaber union pacific supra close examination decisions leads inevitably conclusion either followed frankly overruled think followed opportunity resort equity absence adequate legal remedy order prevent illegal transactions control corporate properties curtailed reluctance decide constitutional questions find distinctions justify us refusing entertain present controversy urged plaintiffs hold preferred shares present purpose virtually position bondholders rights bondholders case injury interests unconstitutional demands upon transactions corporate debtor us compare reagan farmers loan trust plaintiffs creditors shareholders equal voting power share share common stockholders according findings thus proprietary interest corporate enterprise subject injury breaches trust duty part directors less representatives plaintiffs shares certain preferences see ball rutland co may case owner common stock participated transaction question owners preferred stock may persons proprietary interest corporation position protect interests asserted illegal disposition property equity shut door said instead parting money case illegal unconstitutional taxes exactions power company receive substantial consideration contract suit power company part transmission lines supply large area plaintiffs allege consideration inadequate transaction entails disruption services loss business franchises plaintiffs contend purporting act governmental agency constitutional authority make agreement execution leave power company doubtful remedy either governmental agency might able government might willing respond demand restoration conditions exist circumstances result effort restoration might made unpredictable decided smith kansas city title trust company supra stockholders right sue test validity proposed investment bonds land banks see reason denying aintiffs similar resort equity order challenge ground unconstitutionality contract involving dislocation misapplication corporate property charged instant case government urges power company estopped question validity act creating tennessee valley authority hence stockholders suing right corporation maintain suit said power company installed transformers connections wilson dam ever since purchased large quantities electric energy generated power company continued purchases passage act constituting authority principle invoked one accepts benefit statute heard question constitutionality great falls manufacturing attorney general wall parrot silver copper louis george prendergast const think principle applicable prior purchase power circumstances disclosed may bearing upon question us means controlling contract suit manifestly broader range find nothing earlier transactions preclude contention contract goes beyond constitutional power authority reference also made proceeding instituted power company obtain approval contract alabama public service commission delay bringing suit brought october following plaintiffs demand upon board directors preceding august estoppel equity must rest substantial grounds prejudice change position technicalities see reason concluding delay proceeding commission caused prejudice either power company authority far contract concerned basis claim estoppel think plaintiffs made sufficient showing entitle bring suit constitutional question property presented decided second scope issue agree circuit appeals question determined limited validity contract january pronouncements policies program tennessee valley authority directors motives desires give rise justiciable controversy save fruition action definite concrete character constituting actual threatened interference rights persons complaining judicial power extend determination abstract questions muskrat liberty warehouse company grannis willing chicago auditorium nashville chattanooga louis wallace reason dismissed bill state new jersey sought obtain judicial declaration certain features federal water power exceeded authority congress encroached upon state new jersey sargent reason state new york suit state illinois failed effort obtain decision abstract questions possible effect diversion water lake michigan upon hypothetical water power developments indefinite future new york illinois last term held dismissing bill state west virginia general allegations state challenged claim rivers question navigable asserted right superior license use power production raised issue vague admit judicial determination state west virginia claims based merely upon potential invasions rights enough warrant judicial intervention arizona california act june providing declaratory judgments attempt change essential requisites exercise judicial power terms applies actual controversy phrase must taken connote controversy justiciable nature thus excluding advisory decree upon hypothetical state facts see nashville chattanooga louis wallace supra plaintiffs stockholders might insist board directors take appropriate legal measures extricate corporation particular transactions agreements alleged invalid plaintiffs right demand directors start litigation obtain general declaration unconstitutionality tennessee valley authority act bearings decision abstract questions right authority alabama power company possible contingencies examining present record find ground demand plaintiffs except related contracts authority alabama power company contract may electric home farm authority august option authority acquire urban distribution systems understood inoperative remaining questions plaintiffs entitled raise concern contract january providing purchase transmission lines disposition power limitation upon inquiry appears transmission lines question run wilson dam electric energy generated dam sufficient supply quirements contract questions properly us relate constitutional authority construction wilson dam disposition provided contract electric energy generated third constitutional authority construction wilson dam congress may pretext executing powers pass laws accomplishment objects intrusted government chief justice marshall mcculloch maryland wheat linder government argument recognizes essential limitation government contention wilson dam constructed power plant connected installed exercise congress war commerce powers const art cls purposes national defense improvement navigation wilson dam described concrete monolith one hundred feet high almost mile long containing two locks navigation eight installed generators construction begun completed authority construction found section national defense act june authorized president cause investigation made order determine best cheapest ost available means production nitrates products munitions war designate exclusive use site sites upon navigable river rivers upon public lands opinion necessary carrying purposes act section construct maintain operate site locks improvements navigation power houses plants equipment means water power judgment best cheapest necessary convenient generation electrical power production nitrates products needed munitions war useful manufacture fertilizers useful products president authorized lease acquire condemnation otherwise lands might necessary provision products plants shall used president military naval purposes extent may deem necessary surplus shall determine required shall sold disposed regulations may prescribe id may take judicial notice international situation time act passed successfully disputed wilson dam auxiliary plants including hydroelectric power plant intended adapted purposes national defense district found intention use nitrate plants hydroelectric units installed wilson dam production war materials time peace maintenance said properties operating condition assurance abundant supply electric energy event war constitute national defense assets finding ample support act also view navigation commerce includes navigation america understands uniformly understood said chief justice marshall gibbons ogden wheat word comprehend navigation power regulate interstate commerce embraces power keep navigable rivers free obstructions navigation remove obstructions exist purposes said gilman philadelphia wall possesses powers existed adoption national constitution always existed parliament england see also philadelphia company stimson tennessee river navigable stream although obstructions various points shoals reefs rapids improvement navigation river matter national concern century recommendation provision made navigation around muscle shoals made secretary war john calhoun report transmitted congress president monroe congress repeatedly authorized projects develop navigation portions river open channel improvements canalization wilson dam project adopted gave slack water development fifteen miles florence muscle shoals rapids district found existing canal locks inadequate district also found dam type feasible means eliminating serious obstruction navigation act protracted study corps engineers army congress adopted project permanent improvement main stream navigable depth nine feet present condition tennessee river adequately improved commercial navigation traffic small liberty conclude either river susceptible development important waterway congress undertaken development construction wilson dam appropriate means accomplish legitimate end wilson dam power plant must taken constructed exercise constitutional functions federal government fourth constitutional authority dispose electric energy generated wilson dam government acquired full title dam site riparian rights power falling water inevitable incident construction dam water power came exclusive control federal government mechanical energy convertible electric energy water power right convert electric energy electric energy thus produced constitute property belonging see green bay canal company patten paper company water power company utah power light pfost autho ity dispose property constitutionally acquired expressly granted congress section article constitution section provides congress shall power dispose make needful rules regulations respecting territory property belonging nothing constitution shall construed prejudice claims particular state extent power disposition thus expressly conferred manifest tenth amendment applicable ninth amendment petitioners also invoke insuring maintenance rights retained people withdraw rights expressly granted federal government question scope grant whether inherent limitations render invalid disposition property concerned occasion grant obvious necessity making provision government vast territory acquired power govern dispose territory deemed indispensable purposes cessions made yet matter grave concern fear sale disposal might become source immense revenue national government make independent formidable people story constitution grant made broad terms power regulation disposition confined territory extended property belonging power may applied story says due regulation personal real property rightfully belonging adds constantly understood acted upon id power disposal early construed embrace leases thus enabling government derive profit royalties question arose respect government lease lead mines public lands act march stat contention advanced letting leasing congress power give authorize leases obtain profits working mines overruled contention saying disposal must left discretion congress apprehensions encroachments upon state rights creation numerous tenantry within borders strenuously urged argument gratiot pet policy early adopted steadily pursued segregating mineral lands public lands providing leases pointed recognition full power disposal necessity suitably adapting methods disposal different sorts property policy received particular emphasis following discovery gold california example act dealing grants nevada declared cases lands valuable mines gold silver quicksilver copper shall reserved sale congress outset adopted similar practice reserving salt springs morton nebraska wall montello salt company utah light historic policy held school grant utah enabling act intended embrace land known valuable coal sweet see also reservation leases oil lands pan american petroleum transport congress thus reserved mineral lands special disposal doubted congress provided mining directly agents instead giving right lessees payment royalties upon ground said government mine gold silver coal lead phosphates public domain dispose property belonging pose land land contained seem clear power disposition enabled government lease obtain profit sales lessees mine obtain profit sales question whether limited power disposal applied water power convertible electric energy electric energy thus produced wilson dam constructed government exercise constitutional functions must reason either nature particular property character disposed manner disposition water power electric energy generated dam susceptible disposition property belonging well established case green bay canal company patten paper company supra question water power incidentally created erection maintenance dam canal purpose navigation fox river control appropriation owning operating public works state wisconsin within whose limits fox river lies pages appeared authority congress acquired purchase canal company title improvement works lands water powers fox river consented retention canal company water powers appurtenances held meaning transaction granted canal company right continue possession enjoyment water powers lots appurtenant thereto subject rights control owning operating public works method arrangement effected efficacious entire property conveyed one deed reserved properties reconveyed canal company another page thought clear canal company whatever rights use incidental water power validly granted page view decided far powers appurtenant lots regarded property title canal company controverted plain mode extent use enjoyment property canal company fell within sole control see kaukauna company green bay canal company green bay canal company patten paper company water power company condemned land michigan lying marys river ship canal strip government order improve navigation riparian owner revocable permits secretary war placed rapids necessary dams dykes forebays purpose controlling current using power commercial purposes page act march authorizing improvement revoked permit said government dominion water power rapids falls required pay hypothetical additional value riparian owner right appropriate current commercial use page act also authorized secretary war lease excess water power results conservation flow river works government may struct primary purpose legitimate said see sound objection leasing excess power needs government practice unusual respect similar public works constructed state governments page reference made case kaukauna company green bay canal company supra observed relation wisconsin statute reserved state water power created dam fox river need surplus running waste nothing objectionable permitting state let use private parties thus reimburse expenses improvement international paper company government made requisition electrical power held bound make compensation lessee thereby lost use water entitled brushed aside attempted taking power taking water rights saying government intended take take use water power exercised power eminent domain end pages argument stressed assuming electric energy generated dam belongs congress authority dispose energy extent surplus necessarily created course making munitions war operating works navigation purposes remainder available energy must lost go waste find nothing constitution imposes limitation deduced mere fact electric energy potentially available generators operated government less right energy thus available letting water course turbines use appropriate processes reduce possession property within control example oil may recover pool beneath lands reduced possession boring oil wells otherwise might escape grasp see ohio oil company indiana hardly contended government reserves coal lands mine coal dispose purpose heating public buildings governmental operations government owns silver mine obtain silver purpose storage coinage government extracts oil reserved constituti nal power sell decisions recognize restriction gratiot supra kansas colorado light ruddy rossi owns coal silver lead oil obtains lands lies discretion congress acting public interest determine much property shall dispose think principle applicable electric energy argument pressed upon us leads absurd consequences denial despite broad terms constitutional provision power disposal public interest may imperatively require suppose example erection dam improvement navigation became necessary destroy dam power plant previously erected private corporation engaged generation distribution energy supplied needs neighboring communities business enterprises one say built dam plant exercise constitutional functions complete ownership dominion power supplied communities enterprises dependent unwillingness congress supply overriding governmental need constitutional authority furnish supply abundant power available must otherwise wasted supply communities enterprises whose life may stake must limited slender amount surplus unavoidably involved operation navigation works constitution permit energy generated distributed case green bay canal company cited government works supplanted canal company found difficulty sustaining government authority grant canal company water powers previously enjoyed subject course dominant control government case water power company supra statutory provision stat referred excess water marys river sault sainte marie amount hereafter required uses navigation shall leased power purposes secretary war upon terms conditions shall best calculated judgment insure development thereof leasing provision excess power needs government saw valid objection page decisions petitioners cite give support contention pollard hagan shively bowlby port seattle oregon washington railway dealt title tidelands soil navigable waters within borders see borax consolidated los angeles cases concern dominant authority federal government interest navigation erect dams avail incidental water power emphasized dominant character authority case green bay canal company patten paper supra page statement points dam canal water power may withdrawn quantity treated surplus due regard navigation must determined authority owns ntrols navigation matters divided empire case wisconsin illinois related diversion state illinois water lake michigan drainage canal chicago questions us respect disposition surplus energy created dam erected federal government performance constitutional functions way involved come question validity method adopted disposing surplus energy generated wilson dam constitutional provision silent method disposing property belonging method course must appropriate means disposition according nature property must one adopted public interest distinguished private personal ends may assume must consistent foundation principles dual system government must contrived govern concerns reserved see kansas colorado supra instance method disposal embraces sale surplus energy tennessee valley authority alabama power company interchange energy authority power company purchase authority power company certain transmission lines mere sale surplus energy nothing need added said constitutional authority dispose government lease sell fix terms sales surplus energy power company authority continued practice begun government several years contemplated interchange energy form disposition presents questions essentially different pertinent sales transmission lines authority undertakes purchase power company lead wilson dam large area within fifty miles dam lines provide means distributing electric energy generated dam large population furnish method reaching market alternative method sell surplus energy dam market appears limited one purchaser alabama power company affiliated interests know constitutional ground upon federal government denied right seek wider market suppose early days mining west government undertaken operate silver mine domain acquired mules horses equipment carry silver market transmission lines electric energy facility conveying market particular sort property acquisition lines raises different constitutional question unless way invasion rights reserved state people find basis concluding limited undertaking alabama power company amounts invasion certainly alabama power company constitutional right insist shall sole purchaser energy generated wilson dam energy shall sold go waste limit decision case us defined argument earnestly presented government virtue ownership dam power plant establish steel mill make sell steel products factory manufacture clothing shoes public thus attempt make ownership energy generated dam means carrying competitive commercial enterprises thus drawing federal government conduct management business relation purposes federal government established picture eloquently dr wn deem irrelevant issue government using water power wilson dam establish industry business using energy generated dam manufacture commodities sort public government disposing energy simply mechanical energy incidental falling water dam converted electric energy susceptible transmission question simply acquisition transmission lines facility disposal energy government rightly conceded bar substance without constitutional authority acquire dispose energy except comes operation works constructed exercise power delegated said transmission lines lead directly dam lawfully constructed question constitutional right government acquire operate local urban distribution systems involved express opinion validity effort status dam power development tennessee valley whether connected apart wilson dam validity tennessee valley authority act claims made pronouncements program authority apart questions discussed relation particular provisions contract january affecting alabama power company decree circuit appeals affirmed affirmed justice brandeis concurring propriety well practice demand refrain passing upon constitutionality act congress unless obliged proper performance judicial function question raised party whose interests entitle raise blair disagree conclusion constitutional question announced chief justice opinion judgment circuit appeals affirmed without passing upon government insisted throughout litigation plaintiffs standing challenge validity legislation objection maintenance suit overcome presenting claim form bill equity complying formal prerequisites required equity rule following section obstacle procedural inheres substantive law settled rules equity practice cases involving constitutionality legislation upon findings made district dismissed bill appears alabama power company corporation state transmission lines located outstanding large issues bonds preferred stock common stock officers agreed approval board directors sell tennessee valley authority part lines incidental property management thought transaction interest company acted exercise business judgment utmost good faith showing fraud oppression gross negligence showing legal duress showing management believed sell tennessee valley authority excess company corporate powers illegal entered forbidden purpose basis law assertion contract ultra vires company law alabama public utility corporation may ordinarily sell part transmission lines incidental property another corporation approval public service commission obtained contract provided securing approval moreover motion dissolve restraining order denied hearing merits concluded legislature act approved january effective immediately provided utility state may sell property tennessee valley authority without approval public service commission state agency first substantive law plaintiffs object preferred stock claimed hearing represent preferred stock less amount securities outstanding rights enlarged tennessee valley authority entered transaction pursuant act congress fact bill calls enquiry legality transaction overcome obstacle ordinarily stockholders standing interfere management mere belief corporate action taken contemplated illegal gives stockholder greater right interfere possessed citizen stockholders guardians public function guarding public acts deemed illegal rests public officials within recognized limits stockholders may invoke judicial remedy enjoin acts management threaten property interest secure aid correct appear mistakes judgment part officers courts may interfere management corporation unless bad faith disregard relative rights members action seriously threatening property rights rule applies whether mistake due error fact law merely bad business judgment applies among things mistake alleged refusal assert seemingly clear cause action compromise copper securities amalgamated copper stockholder compel officers enforce every legal right courts instead chosen officers arbiters corporation fate hawes oakland common stockholder sought enjoin contra costa company permitting city oakland take without compensation water excess legally entitled affirming dismissal bill said may exercise highest wisdom let city use water manner complained directors better able act understandingly subject stockholder residing new york great body stockholders residing oakland places california may take view content abide action directors bitter litigation city conducted one stockholder corporation stockholders amount dividends diminished corbus alaska treadwell gold mining suit common stockholder enjoin payment alaska license tax alleged illegal said directors represent stockholders presumed act honestly according best judgment interests judgment matter lawfully confided discretion may lightly challenged stockholder instance submitted review equity directors may sometimes properly waive legal right vested corporation belief best interests promoted insisting right may regard expense enforcing right furtherance general business corporation determining whether waive insist upon right equity may called upon appeal single stockholder compel directors corporation enforce every right may possess irrespective considerations trifling thing stockholder attempt coerce directors corporation act judgment approve substitute judgment second equity practice even property rights stockholders alleged violated management stockholders seeking injunction must bear burden showing danger irreparable injury others seek equitable relief case bar burden making proof peculiarly heavy one plaintiffs preferred stockholders limited interest enterprise resembling respect bondholder contradistinction common stockholder acts may innocuous preferred conceivably might injure common stockholders finding property interests plaintiffs imperiled transaction question record barren evidence finding made third practice constitutional cases fact convenient parties public promptly decided whether legislation assailed valid justify departure settled rules corporate law established principles equity practice contrary fact nature enquiry proposed deepen reluctance courts entertain stockholder suit must evident one power declare legislative enactment void one judge conscious fallibility human judgment shrink exercising case conscientiously due regard duty official oath decline responsibility cooley constitutional limitations ed frequently called attention gravity delicacy function passing upon validity act congress restricted exercise function rigid insistence jurisdiction federal courts limited actual cases controversies power give advisory opinions ground recent years ordered dismissal several suits challenging constitutionality important acts congress texas interstate commerce commission validity titles transportation act stat new jersey sargent validity parts federal water power act stat arizona california validity boulder canyon project act et compare west virginia involving federal water power act liberty warehouse grannis affirmed dismissal suit test validity kentucky statute concerning sale tobacco also massachusetts state grange benton developed governance cases confessedly within jurisdiction series rules avoided passing upon large part constitutional questions pressed upon decision pass upon constitutionality legislation friendly nonadversary proceeding declining decide questions legitimate last resort necessity determination real earnest vital controversy individuals never thought means friendly suit party beaten legislature transfer courts inquiry constitutionality legislative act chicago grand trunk ry wellman compare lord veazie atherton mills johnston question constitutional law advance necessity deciding liverpool phila steamship emigration commissioners abrams van schaick wilshire oil habit decide questions constitutional nature unless absolutely necessary decision case burton rule constitutional law broader required precise facts applied liverpool phila steamship emigration commissioners supra compare hammond schappi bus line pass upon constitutional question although properly presented record also present ground upon case may disposed rule found varied application thus case decided either two grounds one involving constitutional question question statutory construction general law decide latter siler louisville nashville light appeals highest state challenging decision question federal constitution frequently dismissed judgment sustained independent state ground berea college kentucky pass upon validity statute upon complaint one fails show injured operation tyler judges hendrick maryland among many applications rule none striking denial right challenge one lacks personal property right thus challenge public official interested performance official duty entertained columbus greenville ry miller fairchild hughes affirmed dismissal suit brought citizen sought nineteenth amendment declared unconstitutional massachusetts mellon challenge federal maternity act entertained although made commonwealth behalf citizens pass upon constitutionality statute instance one availed benefits great falls mfg attorney general wall parrot silver copper louis malleable casting prendergast construction validity act congress drawn question even serious doubt constitutionality raised cardinal principle first ascertain whether construction statute fairly possible question may avoided crowell benson fourth aware several occasions passed upon important constitutional questions presented stockholders suits bearing superficial resemblance us none cases question presented circumstances similar bar none plaintiffs preferred stockholders dealt largely questions federal jurisdiction collusion propriety considering constitutional question challenged party statute challenged imposed burden upon corporation penalties fail discharge whereas tennessee valley authority act et seq imposed obligation upon alabama power company contract received valuable consideration among things authority agreed sell outside area covered contract thus preserved corporation possible serious competition effect agreement equivalent compromise doubtful cause action certainly alleged invalidity tennessee valley authority act matter clear make compromise illegitimate circumstances present features differentiating case bar cases stockholders held entitled pass upon constitutionality statute directors refused challenge cases commonly cited dodge woolsey suit brought common stockholder enjoin breach trust directors submitted seriously injure plaintiff crew clearly distinction error judgment breach duty declared interfere error judgment held facts threatened action directors breach trust pointed serious injury necessarily resulting therefrom plaintiff greenwood union freight suit brought common stockholder enjoin enforcement statute alleged unconstitutional repealing corporation charter said sufficient say bill presents strong case total destruction corporate existence think complainant stockholder comes within rule authorizes shareholder maintain suit prevent disaster corporation peremptorily refuses move matter pollock farmers loan trust suit brought common stockholder enjoin breach trust paying voluntarily tax said illegal stockholder substantive right object challenged question raised equity jurisdiction allegation threatened irreparable damage corporation plaintiff admitted said objection adequate remedy law raised raised appellees entertained stage proceedings far within power government question jurisdiction purposes case explicitly waived argument circumstances justified declining proceed judgment upon merits jurisdictional issued discussed dissent pages effect cotting kansas city stock yards suit brought common stockholder enjoin enforcement rate statute alleged unconstitutional directors refused protect corporation alleged found enforcement subject company great irreparable loss serious contention concerning jurisdiction stated justice brewer whether suit lay attorney general state jurisdiction suit one involving controversy stockholders corporation officers serious question made chicago mills suit brought common stockholder people gas light coke company enjoin enforcement ordinance alleged illegal sole question whether federal jurisdiction question raised issue fact affirming judgment said page whole record agree circuit testimony disclose jurisdiction federal collusively fraudulently invoked brushaber union pacific suit brought common stockholder restrain corporation voluntarily paying tax alleged invalid stated plaintiff counsel contention objection made seeks indirectly revised statutes section said shall done namely enjoin collection tax assuming averments identical pollock case declared right stockholder sue clear smith kansas city title trust suit brought common stockholder enjoin investment company bonds issued federal farm loan act neither parties government filed briefs amicus made objection jurisdiction parties citizens missouri raised considered fully question whether federal jurisdiction section judicial code question justice holmes justice mcreynolds dissented held federal jurisdiction upon averments bill assumed adequate sustained right stockholder invoke equitable remedy authority brushaber pollock cases hill wallace suit members board trade chicago restrain enforcement future trading act stat alleged unconstitutional held averments bill included allegations irreparable injury stated equitable grounds justify granting relief cases cited far cases discussed may deemed authority sustaining bill disapproved recognizing soundness rule stare decisis appropriate hesitated overrule earlier decisio shown upon fuller consideration erroneous present keener appreciation wisdom limiting decisions rigidly questions essential disposition case evidenced hastings decided term overruled stevenson long controlling authority criminal appeals act fifth company ever right challenge transaction tennessee valley authority right lost estoppel suit begun company right plaintiffs seek enforce also necessarily estopped tennessee valley authority act became law may date january company associates purchased approximately kwh electric energy wilson dam contract january assailed continued purchase wilson dam power provided made authority acted matters reliance contract may company applied alabama public service commission approval transfers provided contract june commission made general terms finding proposed sale properties consistent public interest moreover plaintiffs right estopped long inaction although widespread publicity given negotiations contract later ceedings plaintiffs made protect august begin suit eight months execution contract ice coal companies thought suffer commission opposition action authority apparently contributing expenses litigation sixth even substantive law stockholders standing challenge validity legislation management corporation acting courts exercise discretion refuse injunction unless alleged invalidity clear seem follow corollary long established presumption favor constitutionality statute justice iredell said early calder bull dall act congress legislature state violates constitutional provisions unquestionably void though admit authority declare void delicate awful nature never resort authority clear urgent case chief justice marshall said dartmouth college woodward wheat one occasion expressed cautions circumspection approaches consideration questions declared doubtful case pronounce legislative act contrary constitution justice washington said ogden saunders wheat rest opinion favour constitutionality law question arises ground doubt felt acknowledged alone estimation satisfactory vindication decent respect due wisdom integrity patriotism legislative body law passed presume favour validity violation constitution proved beyond reasonable doubt always language subject called decision know expresses honest sentiments every member bench chief justice waite said cases declaration act congress unconstitutional never made except clear case every possible presumption favor validity statute continues contrary shown beyond rational doubt one branch government encroach domain another without danger safety institutions depends small degree strict observance salutary rule challenge power tennessee valley authority rests wholly upon claim act congress authorized contract unconstitutional opinions circuit appeals show claim matter peradventure clear challenge validity act made application proceeding required exercise judicial discretion proceedings mandamus also remedy granted matter right exercise sound judicial discretion duncan townsite lane courts decline enter upon enquiry serious doubt existence right duty sought enforced said interstate commerce commission matter beyond peradventure clear invariably refused writ mandamus even though question one law extent statutory power administrative officer body fortiori rule applied power challenged congress constitution justice stone justice roberts justice cardozo join opinion separate opinion justice mcreynolds considering consistent rulings many years difficult conclude petitioners presented justiciable controversy must decide smith kansas city title trust grounds jurisdiction far less substantial disclosed may propriety avoid disagreeable duties lightly forsaking ong respected precedents established practice find serious difficulty notion proper means legitimate ends may dispose water power electricity honestly developed connection permissible improvement navigable waters means employed end must reasonably appropriate circumstances pretense exercising granted power may fact undertake something intrusted mere ownership iron mine hardly permit construction smelting works followed entry business manufacturing selling hardware albeit ore thus disposed private dealers discomfited artificial prices publicized therefore consider truth petitioners charge pretending act within powers improve navigation corporate agencies really seeking accomplish right business developing distributing selling electric power record sustains charge declare decree accordingly circuit appeals took narrow view purpose effect contract january went far beyond mere acquisition transmission lines proper use disposing power legitimately developed like contracts must considered whole illumined surrounding circumstances especial attention given deliberately announced purpose directors clothed extraordinary discretion supplied enormous sums money command started gain control electrical business large areas dictate sale prices power wilson dam instrumentality seized upon carrying plan effect primary concern contract regarded mere isolated effort dispose property certainly consider provisions directly relate alabama power company permissible must give attention whole antecedents purpose well terms employed abstract question us contrary matter enormous practical importance whole investment stake properly understood pronouncements policies program authority illuminate action taken help reveal serious interference petitioners rights property danger complete destruction considered program commenced agency national government vast resources subject discretion backed agencies likewise intrusted discretionary use huge sums threat competition opponent appalling prevail evident private concern reasonably hope withstand force tennessee river headwaters west virginia north carolina crosses tennessee southwesterly course enters alabama near chattanooga flows westerly across northern part state northeast corner mississippi turns northward passes tennessee kentucky empties ohio forty miles cairo total length nine hundred miles drainage basin approximates forty thousand square miles volume water extremely variable commercial navigation moderate importance muscle shoals near florence twenty miles east mississippi line fifteen south tennessee succession falls constitutes serious interference navigation also presents possibilities development power large scale immediately world war great dam constructed intended primarily tion power production electricity soon commenced devoted governmental purposes much sold delivery made near dam last thirty years several corporations engaged growing business developing electric energy distributing customers network interconnected lines extending throughout tennessee georgia alabama mississippi great expense gradually built extensive businesses acquired properties large value operated state supervision stock ownership otherwise came general control commonwealth southern corporation among associates alabama power company serviced alabama mississippi company serviced mississippi tennessee company operated eastern tennessee huge sums invested enterprises thousands persons many apparently companies diligently developing several systems responding demands territories covered operations began imposing program somewhat improving tennessee river navigation especially developing water power along whole course public expense plan involved conversion water power electricity wide distribution throughout valley adjacent territory development intrusted tennessee valley authority federal corporation wholly controlled promptly took wilson dam began work upon wheeler dam twenty miles river pickwick dam forty miles lower also commenced construction norris dam across clinch river branch tennessee two hundred miles wilson dam probable additions connected transmission wires electric energy distributed millions people many public service corporations brought terms put business least public funds early appropriated expenditure directors governmental agencies control vast sums ready lend aid readily understand issues us one must mindful circumstances trial made findings fact fill sixty printed pages controverted present purposes accepted upon cause stands decision much quoted plainly indicate effect declared contract january deliberate step forbidden field taken definite purpose continue trespass nothing suggests either necessity desirability entering agreement solely obtain solvent customers willing pay full value surplus power generated wilson dam apparently ample opportunity sales deliveries made near dam attempt made show otherwise definite end view something orderly disposition authority answer complaint little series denials even allege contract january necessary ready disposal power thereby better prices obtained buyer ready able willing take dam full value board expected derive adequate return business acquired sort explanation contract entered whether profitable use probably made property find authority brief serious attempt justify purchases necessary fact advantageous method ing property nothing findings lends support view record leaves room reasonable doubt primary purpose put federal government business distrib ting selling electric power throughout certain large districts expel power companies long serviced control market therein government instrumentality entered upon pretentious scheme provide fairness rates charged private owners attain less goal electrification america carry program every town city village every farm throughout country written greatest chapter economic industrial social development america reasonable doubt concerning purpose result contract january design authority dispelled examination reports annual report board pp provide workable economic basis operations authority plans initially serve certain definite regions develop program areas going outside initial areas selected authority may roughly described region immediately proximate route transmission line soon constructed authority muscle shoals site norris dam region proximity muscle shoals including northern alabama northeastern mississippi region proximity norris dam new source power constructed authority clinch river northeast tennessee later stage development contemplated include roughly drainage area tennessee river kentucky alabama georgia north carolina part tennessee lies east west margin tennessee drainage area make area workable one fair measure public ownership include several cities substantial size chattanooga knoxville ultimately least one city conception establish independent network comparable respects electric utility system serving area tva sought establish interchange arrangements outlets power use existing systems service tva plan conceived process execution contemplates complete exclusive control jurisdiction power sites tennessee river tributaries tva policy contemplates full corporate discretion tva developing executing extending electric system service within transmission limits policy contemplated service utility type covered generation transmission distribution preferably public nonprofit agencies available wholesale retail relief labor withdrawn february date work continued authority forces approximately miles rural electric lines construction lauderdale colbert counties june approximately miles lee pontotoc alcorn itawamba prentiss monroe tishomingo counties miss standard form contract devised govern sale power wholesale municipal distribution systems first used contract city tupelo miss tupelo contract published authority available distribution annual report pp authority devoted special attention year problems rural electrification required section act close fiscal year miles rural electric line built additional miles process construction lines divided among various counties follows miles miles completed progress alabama colbert lauderdale mississippi alcorn lee itawamba pontotac prentiss tennessee lincoln total addition number rural lines purchased mississippi power rehabilitated ord improve operating safety conditions provide increases load also additional customers connected existing rural lines moreover implicit january contract terminated august contract challenged contract defended upon theory government may dispose surplus water power necessarily created wilson dam may authorize generation electric energy acquisition transmission lines means facilitating disposal facilitate disposal real purpose obviously thing facilitated carrying business use purchased property guise disposition something wholly different electric power purposes beyond sphere proper federal action unlawful goal plausible claim contract either necessary desirable merely bring sale property often affirmed facts artifice control conclusions agency stated quite clearly end view public operation serve yardstick measure fairness electric rates tva power policy designed limited view marketing power produced available muscle shoals formulating going forward power policy board considering policy permanent independent commercial function present purposes complete survey relevant circumstances preceding contract january consequences essential pleadings findings fairly outline situation follows mainly quoted derived act may created tennessee valley authority body corporate purpose maintaining operating properties owned vicinity muscle shoals alabama interest national defense agricultural industrial development improve navigation tennessee river control destructive flood waters tennessee river mississippi river basins section provided board three directors direct exercise powers corporation section authorized make alterations modifications improvements existing plants facilities construct new plants section distribute sell electric power herein particularly specified section corporation powers may necessary appropriate exercise powers herein specifically conferred upon corporation section acquire real estate construction dams reservoirs transmission lines power houses structures navigation projects point along tennessee river tributaries section also board empowered authorized sell surplus power used operations operation locks works generated counties municipalities corporations partnerships individuals according policies hereinafter carry said authority board authorized enter contracts sale term exceeding twenty years section order promote encourage fullest possible use electric light power farms within reasonable distance transmission lines board discretion shall power construct transmission lines farms small villages otherwise supplied electricity reasonable rates make rules regulations governing sale distribution electric power judgment may equitable section first corporate acts tva organization formulate announce power policy govern commercial distribution electric power tva evidence establishes fact board outset considered general corporate discretion establishment extension electric power policy establishing power policy board primarily considering merely question disposal power produced muscle shoals longer required governmental purposes result overbuilding obsolescence plants termination war purpose considering disposal prospective increases electric power unavoidably created excess governmental requirement considering matter standpoint successful establishment permanent operation independent well rounded owned electric distribution system general civic social industrial planning development tennessee valley region whole date august tva announced power policy indicating initial stage development certain later steps originally determined upon power policy rescinded abandoned modified time submission cause september authority announced wholesale retail rate schedules shown evidence materially lower corresponding schedules existing utilities area following action numerous municipalities area began make efforts construct municipal systems distribute tva current public works administration called pwa gave assurances favorable consideration applications loans end circumstances commonwealth southern corporation negotiated january contract operating power company georgia power company mississippi power company tennessee electric power company recited alabama company mississippi company tennessee company desired sell authority desired purchase certain land buildings physical properties devoted generation transmission distribution electricity together certain franchises contracts going business alabama company agreed sell low tension kv lower transmission lines substations including high tension station decatur sheffield steam plant station rural lines rural distribution systems five alabama counties parts two others counties northwestern alabama lie sides tennessee river eighty miles mississippi company consideration agreed transfer transmission distribution lines substations generating plants property pontoto lee itawamba union benton tippah prentiss tishomingo alcorn counties except one dam site tishomingo county state mississippi used connection generation transmission distribution sale electrical energy counties northeastern section state territory sixty miles square tennessee company agreed convey transmission distribution lines substations distribution systems properties used connection transmission distribution sale electrical energy anderson campbell morgan scott counties east tennessee kv transmission line cove creek knoxville counties mountains northward knoxville within radius sixty miles lie northeast muscle shoals points therein much hundred miles wilson dam population power companies agreed conveyance property shall include physical property easements shall also include machinery equipment tools working supplies set forth respective exhibits franchises contracts going business relating use said properties also transfer secure transfer said franchises contracts going business transfer said properties present customers attached far able also period contract none said companies sell electric energy municipality corporation partnership association individual portion described counties parts thereof alabama tennessee mississippi etc authority agreed sell energy outside specified counties customers utilities supplied power companies covenants provided interchange electric energy contracting parties cooperation sale electric appliances throughout entire territory served power companies companies covenant agree expiration agreement interchange arrangement effect maintained power companies additional period exceeding eighteen months sufficient permit authority construct transmission facilities serving territory serving whole part power obtained interchange points companies agree available times exchange point exchange energy capacity supply entire demands customers served authority points exchange subject limitations transmission capacity set forth section hereof provided mum amount authority shall entitled demand points exchange shall prior agreement sale alabama company derived gross annual revenue properties located within area district population company therein individual directly served lines transferred mississippi power company served directly customers counties total population cause began mississippi properties operated tva rural lines process extension mississippi alabama electric properties facilities covered contract january contracted tva purpose continuing enlarging utility service used respective power companies operation commercial utility service tva wholesaling retailing tva electricity area served alabama power company aid regulation navigation national defense governmental function far plan purpose activity tva disclosed record indicate answering petitioners complaint alabama company admitted public statements tva indicated program therein alleged directors respondent company considered vest agency therein alleged unlimited power access public funds program business competition public ownership promotion area served respondent company effect destroy respondent property conclusion part principal inducement enter contracts january august respondent company thereby enabled salvage larger amount property done competition also circumstances threatened competition directed controlled tva averred therein respondent agreed sale certain transmission lines property entered contract dated january respondent company admits execution contract threat made use federal funds duplicate facilities respondent result competition rates attainable permissible respondent rates stipulated controlled regulated tva matter law trial found function intended tva evidence relation service utility type area ceded contract january transcends function conservation disposition government property involves continuing service commercial functions government fill contracts governmental origin character contract january involve substantial loss injury alabama power company including inter alia loss abandonment franchises licenses going business service area supporting general system power facilities unless resisted tend invite progressive encroachment service area tennessee valley authority constitutional authority authorize tennessee valley authority federal agency undertake operation essentially permanent character utility system profit involving generation transmission commercial distribution electricity within state domain reasonable relation lawful governmental use contract january expressly provided transfer substantially lines properties alabama power company service ceded area included transmission lines rural distribution systems certain urban distribution systems contemplated eventual transfer fourteen urban distribution systems contract expressly contemplating service ceded area tennessee valley authority electricity generated purchased tennessee valley authority purpose furtherance illegal proprietary operations tennessee valley authority violation federal constitution void contract accordingly ultra vires void alabama power company made exhaustive findings fact law trial entered decree annulling january contract enjoining alabama power company performing circuit appeals reversed upon theory authority making proper arrangements sale surplus power wilson dam injunction continued think trial reached correct conclusion decree approved thin mask disposing property enter business generating ransmitting selling power wherever board may specify definite design accomplish ends wholly beyond sphere marked constitution easy way found breaking limitations heretofore supposed guarantee protection aggression footnotes tennessee valley authority body corporate created act congress may amended act congress august stat stat et commonwealth southern corporation organized laws delaware owner common stock alabama power company party contract also contained agreements subsidiaries commonwealth southern corporation viz tennessee electric power company georgia power company mississippi power company agreements companies involved suit equity rule following section district found preferred stockholders alabama company holding shares preferred stock thereof associated preferred stockholders protective committee authorized names joined plaintiffs record case parties plaintiff see note stat stat stat among findings district point following muscle shoals plants including sheffield steam plant units installed wilson dam authorized war purposes section national defense act anticipation participation great war original conception use nitrate plant employing haber process plant employing cyanamid process fixation manufacture nitrogen subsequent conversion ammonium nitrate explosives plant completed never practicable due lack knowledge haber process plant successfully developed calcium cyanamid manufacturing standpoint due availability ammonium nitrate result commercial development synthetic processes commercial manufacture calcium cyanamid nitrate plant considered uneconomical undesirable proposed suggested either war department tva finds however plant aid electric power furnished wilson dam sheffield steam plant operated produce annually tons ammonium nitrate cyanamid process present plans war department count upon plant supply amount annually event major war existence facilities make available large quantities nitrogenous war materials use either nitrogen fixing process oxidation synthetic ammonia valuable national defense asset sess see rivers harbors acts august stat july stat march stat june stat september stat august stat april stat march stat june stat july stat july stat march stat july stat see also sess sess sess sess act july stat see citations numerous statutes st tes sweet act july stat act july stat see royalties leases promote mining coal phosphate oil oil shale gas sodium public domain act february stat also leases public lands containing potassium deposits act october stat stat management explained best interest company accept offer authority purchase transmission lines limited area coupled agreement part authority sell outside area life contra protected company possible entrance authority territory located company customers including largest assured company long latter retained urban distribution systems within territory served transmission lines systems serviced power wilson dam upon delivery transmission lines authority agreed pay company see also samuel holladay fed cas pages miller ex parte garland wall hepburn griswold wall adkins children hospital holmes blodgett holden hayburn case dall ferreira gordon wall append muskrat willing chicago auditorium ex parte randolph pages charles river bridge warren bridge pet cases arizona california hatch reardon corporation commission lowe heald district columbia sprout south bend concordia fire insurance illinois compare electric dow pierce somerset leonard vicksburg delaware hudson jin fuey moy baender barnett texas eastern texas panama johnson linder missouri pacific boone richmond screw anchor blodgett holden lucas alexander interstate commerce commission others memphis city dean wall smyth ames corbus alaska treadwell gold mining ex parte young delaware hudson albany susquehanna wathen jackson oil refining resolution directors dodge woolsey page fully concur views expressed said letter illegality tax therein named believe way binding upon bank consideration many obstacles way testing law courts state consent take action called upon take must leave said kleman pursue measures may deem best premises referring dodge woolsey pointed hawes oakland law stood means bank citizen state dodge bring right asserted constitution relieved tax question except writ error state notable recent example humphrey executor page et limited myers disapproving important statements opinion lists decisions later overruled see burnet coronado oil gas malcolm sharp movement study modified overruled decisions chief justice tilghman pennsylvania asserting power hold laws unconstitutional declining exercise particular case stated practice follows weighty reasons assumed principle constitutional const uction every reputation act legislature declared void unless violation constitution manifest leave room reasonable doubt james thayer quoting passage origin scope american doctrine constitutional law review called attention remark judge cooley effect one member legislature may vote measure judgment unconstitutional subsequently placed bench measure passed legislature spite opposition comes judicially may find duty although degree changed opinion declare constitutional quarter million within transmission distance birmingham memphis atlanta louisville authority present intention develop power program territory considering going outside authority may go outside area substantial changes general conditions facts governmental policy necessarily require change policy regional development privately owned utilities area cooperate working program authority entered contract january commonwealth southern corporation alabama tennessee georgia mississippi subsidiaries contract covered options purchase electric properties certain counties alabama mississippi tennessee sale distribution systems municipalities counties restrictions territorial expansion contracting parties interchange power matters alabama volts lower transmission lines substations rural lines rural distribution systems alabama power counties lauderdale colbert lawrence limestone morgan except hulaco area included contract also north half franklin county including town red bay territory northern part cullman county served line alabama power extending south decatur price properties set purchase completed end fiscal year power company agreed attempt sell local distribution systems counties respective municipalities authority reserving right serve sales consummated within months bona fide negotiation effort failure many municipalities northern alabama consummate negotiations purchase distributi systems serving authority entered negotiations direct purchase distribution systems purchase contract completed june mississippi contract covered properties mississippi power counties pontotoc lee wamba union benton tippah prentiss tishomingo alcorn except dam site tennessee river tishomingo county purchase price purchase completed delivery accepted june transmission generation facilities acquired mississippi retained part authority system include following transmission lines miles substations transmission lines miles substations tupelo steam generating plant corinth steam generating plant blue mountain diesel generating plant myrtle diesel generating plant part local distribution facilities acquired mississippi sold prior end fiscal year expected sold eventually noted hereafter tennessee contract covered properties tennessee electric power counties anderson campbell morgan except lines extending morgan county harriman scott also west portion claiborne county volt transmission line anderson county knoxville price properties set purchase completed end fiscal year negotiations carried diligently several months national power light affiliate electric bond share endeavor acquire eastern tennessee electric properties tennessee public service subsidiary national power light co electric distribution system city knoxville included properties negotiations resulted contract end fiscal year construction rural electric lines northern alabama northeastern mississippi commenced latter part relief labor authority furnishing supervision materials