Woodward, J.:
The Public Service Commission, Second District, has ordered: “ That Western Union Telegraph Company shall, beginning January 1, 1920, discontinue its present practice of requiring Postal Telegraph-Cable Company to pay cash for such intrastate telegraph messages as shall be delivered to said Western Union Telegraph Company by Postal Telegraph-Cable Company for transmission, and shall in lieu thereof charge such messages to an account against Postal Telegraph-Cable Company which shall be rendered to said Postal Telegraph-Cable Company not more often than every thirty days; or in the case of the message being one for a person who is a charge [750] customer of the Western Union Telegraph Company, shall charge said message to said customer’s account with the Western Union Telegraph Company.”
The Western Union Telegraph Company has brought this writ of certiorari to determine the right and power of the Public Service Commission to thus intervene in its affairs, and urges that it is not called upon to provide facilities for the carrying on of the business policies of the Postal Telegraph-Cable Company beyond the strict letter of the statutes governing its conduct. It is evident from the discussion of the learned chairman of the Public Service Commission, and the attitude of the intervenor in its brief, that the order proceeds largely upon the theory that as the Western Union Telegraph Company had heretofore permitted a credit to the Postal Telegraph-Cable Company it was bound to continue this practice for the special convenience of that portion of the public which chose to file its messages with the Postal Telegraph-Cable Company, and the determination of this question requires that we recur to certain fundamental principles underlying corporate action.
The Public Service Commissions Law (Consol. Laws, chap. 48; Laws of 1910, chap. 480) does not purport to repeal any statutes subsequent to 1907 (chap. 429), and we may assume that the General Corporation Law, the Stock Corporation Law and other statutes contained in the general revision of 1909 are still in effect. These statutes, including the Public Service Commissions Law, belong to a group of enactments dealing with the creation, maintenance, management and control of corporations, and are to be conn strued with reference to the provisions found in each one of them. (People ex rel. Haberman v. James, 5 App. Div. 412.) We may not, by an interpretation of the broad general language of one of these enactments, override and control the particular provisions of another; they must all be read and harmonized into an intelligent and workable whole, preserving to the individual or corporation all of those rights which belong to it under the law of its being, and which are not inconsistent with the rights of the public as defined in the statutes, or as exist under the common law. The revisers of the statutes have placed in the General Corporation Law all the provisions [751] which they deemed applicable to all classes of corporations (Matter of Ringler & Co., 204 N. Y. 30, 40) and these are enumerated in section 2 of that act and include transportation corporations.
When we find in section 34 of the General Corporation Law (as amd. by Laws of 1917, chap. 538) that “ the affairs of every corporation shall be managed by its board of directors,” and that, with certain exceptions, “ the directors may make necessary by-laws of the corporation,” we are bound to give some effect to this language; we are bound to assume that it means something, and if the granting or withholding of credit is not an affair of a corporation, as distinguished from its duty to the public, then we are at a loss to know what would constitute an affair of a corporation. Almost every corporation transacting any considerable business has a credit department; it is necessary to the well-being of the corporation, the earning of dividends, that the credits should b.e intelligently handled. It is as important to give credit where the interests of the stockholders require it as it is to withhold it where these interests would be adversely affected, and these are matters which peculiarly belong to the board of directors. “ Powers of those entrusted with corporate management are largely discretionary ” and “ courts will not interfere unless the powers have been illegally or unconscientiously executed, or unless it be made to appear that the acts were fraudulent or collusive .and destructive of the rights of the stockholders.” (Leslie v. Lorillard, 110 N. Y. 519; Burden v. Burden, 159 id. 287, 307; Schwab v. Potter Co., 194 id. 409, 415.) In the latter case the court quotes from Flynn v. Brooklyn City R. R. Co. (158 N. Y. 493, 507) that “ all questions within the scope of the corporate powers which relate to the policy of administration, to. the expediency of proposed measures, or to the consideration of contracts, provided it is not so grossly inadequate as to be evidence of fraud, are beyond the province of the courts,” and unless the Legislature in clear and direct terms has withdrawn from transportation corporations the rights which are declared to belong to the duties of the board of directors of “every corporation,” we must reach the conclusion that the power attempted to be exercised by the Public Service Commission is without warrant in law. [752] The word “ affairs ” has been judicially declared to be a word of broad signification, more comprehensive than that of “ business ” (Morrison v. Bachert, 112 Penn. St. 322, 328), and in Tompkins v. Little Rock, etc., R. R. Co. (15 Fed. Rep. 6, 13) it was said that it was “ a word of large import, and a receiver having the management «of the affairs of a railroad company must necessarily have the control and management of its road.” We see no reason why a telegraph company should not have the control and management of its lines, of all matters of expediency and of administrative policy, to the extent that this is not denied them by positive law. (Great Northern Ry. v. Minnesota, 238 U. S. 340, 346; Chicago, Mil. & St. Paul R. R. v. Wisconsin, Id. 491, 501.) On the provisions of section 34 of the General Corporation Law there is the unmistakable power to deal with the affairs of the corporation generally, and it is important to see whether this power has been limited to transportation corporations, to the extent that they may not determine for themselves the question of allowing credits.
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Woodward, J.:
The Public Service Commission, Second District, has ordered: “ That Western Union Telegraph Company shall, beginning January 1, 1920, discontinue its present practice of requiring Postal Telegraph-Cable Company to pay cash for such intrastate telegraph messages as shall be delivered to said Western Union Telegraph Company by Postal Telegraph-Cable Company for transmission, and shall in lieu thereof charge such messages to an account against Postal Telegraph-Cable Company which shall be rendered to said Postal Telegraph-Cable Company not more often than every thirty days; or in the case of the message being one for a person who is a charge [750] customer of the Western Union Telegraph Company, shall charge said message to said customer’s account with the Western Union Telegraph Company.”
The Western Union Telegraph Company has brought this writ of certiorari to determine the right and power of the Public Service Commission to thus intervene in its affairs, and urges that it is not called upon to provide facilities for the carrying on of the business policies of the Postal Telegraph-Cable Company beyond the strict letter of the statutes governing its conduct. It is evident from the discussion of the learned chairman of the Public Service Commission, and the attitude of the intervenor in its brief, that the order proceeds largely upon the theory that as the Western Union Telegraph Company had heretofore permitted a credit to the Postal Telegraph-Cable Company it was bound to continue this practice for the special convenience of that portion of the public which chose to file its messages with the Postal Telegraph-Cable Company, and the determination of this question requires that we recur to certain fundamental principles underlying corporate action.
The Public Service Commissions Law (Consol. Laws, chap. 48; Laws of 1910, chap. 480) does not purport to repeal any statutes subsequent to 1907 (chap. 429), and we may assume that the General Corporation Law, the Stock Corporation Law and other statutes contained in the general revision of 1909 are still in effect. These statutes, including the Public Service Commissions Law, belong to a group of enactments dealing with the creation, maintenance, management and control of corporations, and are to be conn strued with reference to the provisions found in each one of them. (People ex rel. Haberman v. James, 5 App. Div. 412.) We may not, by an interpretation of the broad general language of one of these enactments, override and control the particular provisions of another; they must all be read and harmonized into an intelligent and workable whole, preserving to the individual or corporation all of those rights which belong to it under the law of its being, and which are not inconsistent with the rights of the public as defined in the statutes, or as exist under the common law. The revisers of the statutes have placed in the General Corporation Law all the provisions [751] which they deemed applicable to all classes of corporations (Matter of Ringler & Co., 204 N. Y. 30, 40) and these are enumerated in section 2 of that act and include transportation corporations.
When we find in section 34 of the General Corporation Law (as amd. by Laws of 1917, chap. 538) that “ the affairs of every corporation shall be managed by its board of directors,” and that, with certain exceptions, “ the directors may make necessary by-laws of the corporation,” we are bound to give some effect to this language; we are bound to assume that it means something, and if the granting or withholding of credit is not an affair of a corporation, as distinguished from its duty to the public, then we are at a loss to know what would constitute an affair of a corporation. Almost every corporation transacting any considerable business has a credit department; it is necessary to the well-being of the corporation, the earning of dividends, that the credits should b.e intelligently handled. It is as important to give credit where the interests of the stockholders require it as it is to withhold it where these interests would be adversely affected, and these are matters which peculiarly belong to the board of directors. “ Powers of those entrusted with corporate management are largely discretionary ” and “ courts will not interfere unless the powers have been illegally or unconscientiously executed, or unless it be made to appear that the acts were fraudulent or collusive .and destructive of the rights of the stockholders.” (Leslie v. Lorillard, 110 N. Y. 519; Burden v. Burden, 159 id. 287, 307; Schwab v. Potter Co., 194 id. 409, 415.) In the latter case the court quotes from Flynn v. Brooklyn City R. R. Co. (158 N. Y. 493, 507) that “ all questions within the scope of the corporate powers which relate to the policy of administration, to. the expediency of proposed measures, or to the consideration of contracts, provided it is not so grossly inadequate as to be evidence of fraud, are beyond the province of the courts,” and unless the Legislature in clear and direct terms has withdrawn from transportation corporations the rights which are declared to belong to the duties of the board of directors of “every corporation,” we must reach the conclusion that the power attempted to be exercised by the Public Service Commission is without warrant in law. [752] The word “ affairs ” has been judicially declared to be a word of broad signification, more comprehensive than that of “ business ” (Morrison v. Bachert, 112 Penn. St. 322, 328), and in Tompkins v. Little Rock, etc., R. R. Co. (15 Fed. Rep. 6, 13) it was said that it was “ a word of large import, and a receiver having the management «of the affairs of a railroad company must necessarily have the control and management of its road.” We see no reason why a telegraph company should not have the control and management of its lines, of all matters of expediency and of administrative policy, to the extent that this is not denied them by positive law. (Great Northern Ry. v. Minnesota, 238 U. S. 340, 346; Chicago, Mil. & St. Paul R. R. v. Wisconsin, Id. 491, 501.) On the provisions of section 34 of the General Corporation Law there is the unmistakable power to deal with the affairs of the corporation generally, and it is important to see whether this power has been limited to transportation corporations, to the extent that they may not determine for themselves the question of allowing credits.
We look in vain in the Transportation Corporations Law for any intimation that the affairs of such corporations are not within the control of their boards of directors, in so far as it relates to matters of business policy and administration. Section 103 of the Transportation Corporations Law provides that every telegraph and telephone corporation “ shall receive dispatches from and for other telegraph or telephone lines or corporations, and from and for any individual, and on payment of the usual charges by individuals for transmitting dispatches as established by the rules and regulations of such corporation, transmit the same with impartiality and good faith and in the order in which they are received,” etc. There is nothing here that assumes to take away the general powers of boards of directors over the administrative policy; to determine that all or any of the persons or corporations shall be given credit. That is a matter in which the public, as such, has no concern; it does not go to the question of fairness in rates nor quality or efficiency of the service. It is purely an administrative question, and is clearly within the scope of the powers conferred by section 34 of the General Corporation Law, and is not abridged by anything in the Transportation Corporations Law, The statute makes it the duty of the Western Union [753] Telegraph Company to receive dispatches from the Postal Telegraph-Cable Company, and to receive dispatches intended for it, in the same manner and to the same extent as it is the duty of the Western Union Telegraph Company to receive dispatches from and for any individual, but its duty to transmit dispatches from or for any of these corporations or individuals is made contingent upon the “ payment of the usual charges,” and an implied promise to pay in the future is clearly not a present payment. There is no suggestion that the Western Union Telegraph Company has refused to receive or transmit messages from or for the Postal Telegraph-Cable Company upon its performing the condition precedent to the performance of this duty, but it is now commanded to perform this duty and to accept an implied promise to pay in lieu of the actual payment provided by the statute. Whence comes the authority for this command? Has the Public Service Commission, a creature of the Legislature, become superior to the law? May it annul conditions which the Legislature has created?
Looking to the Public Service Commissions Law we find no delegation of power over the affairs of the corporation; over its discretion to determine upon its administrative policy, in the effort to earn dividends for its stockholders. Subdivision 2 of section 94 (as added by Laws of 1910, chap. 673) provides, not that it shall take over the powers of boards of directors, but that it “shall have general supervision of all telegraph corporations, telephone corporations and telegraph lines and telephone lines within its jurisdiction as hereinbefore defined and shall have power to and shall examine the same and keep informed as to their general condition, their capitalization, their franchises and the manner in which their lines and property are leased, operated or managed, conducted and operated with respect to the adequacy of and accommodation afforded by their service and also with respect to the safety and security of their lines and property, and with respect to their compliance with all provisions of law, orders of the Commission, franchises and charter requirements.” It has these general supervisory powers, not over the business management and policy of the corporation, but over those matters in which the public, as distinguished from the stockholders, have an interest. [754] It is “ with respect to the adequacy of and accommodation afforded by their service,” and “ with respect to their compliance with all provisions of law ” and matters of that character that the Public Service Commission is authorized to exercise “ general supervision,” and its only powers over the financial arrangements of telegraph corporations is to be found in section 101 (as added by Laws of 1910, chap. 673), dealing with the issuing of stocks, bonds and other forms of indebtedness, except as such Commission may supervise and control the reorganization of such corporations under section 101a of the Public Service Commissions Law (as added by Laws of 1912, chap. 289). The enumeration of certain powers with respect to a particular subject-matter is a negation of all other analogous powers with respect to the same subject-matter (Ex parte McCardle, 7 Wall. 506; Tucker v. Alexandroff, 183 U. S. 424, 436), and we may assume that if the Legislature had intended to deny to a transportation corporation the right to determine its own credits, or methods of collecting its income, it would have included it in specific language somewhere in the statutes.
It is true, of course, that it is provided in section 97 of the Public Service Commissions Law (as added by Laws of 1910, chap. 673) that “ whenever the Commission shall be of opinion, after a hearing, had upon its own motion or upon a complaint that the rates, charges, tolls or rentals demanded, exacted, charged or collected by any telegraph corporation * * * for the transmission of messages or communications by telegraph * * * or that the rules, regulations or practices of any telegraph corporation * * * affecting such rates, charges, rentals or service are unjust, unreasonable or unjustly discriminatory or unduly preferential or in any wise in violation of law, * * * the Commission shall * * * determine the just and reasonable rates, charges and rentals to be thereafter observed and in force as the maximum to be charged, demanded, exacted or collected for the performance or rendering of the service specified and shall fix the same by order,” etc., but this does not authorize the Public Service Commission to fix by order the persons or corporations which shall be given credit. The subsequent provisions of said section 97 do not seem to authorize the' Commission to so order. (See, also, Laws of 1919, chap. 624, amdg. said § 97, subd. 3.) In view of the [755] broad language of section 34 of the General Corporation Law that “ the affairs of every corporation shall-be managed by its board of directors,” can we find in the language quoted any authority for the Public Service Commission to determine the purely administrative question of what individuals or corporations shall be entitled to credit? Could it have been the purpose of the Legislature to open the way to every individual and corporation in the State of New York to appeal to the Public Service Commission whenever a telephone or telegraph corporation denied the same credit that was extended to some other individual or corporation? Obviously, if the Public Service Commission may be called upon to determine that the Western Union Telegraph Company shall extend credit upon particular terms to the Postal Telegraph-Cable Company, its powers may be invoked in behalf of every other corporation or individual, no matter what may be his or its responsibility; it must be prepared to pass upon the responsibility of parties, and to determine the policy of every telephone and telegraph corporation in the State. In short, the Public Service Commission, instead of devoting its attention to the rights of the public, must maintain a credit bureau, and accept the responsibility of determining how the internal affairs of telegraph companies shall be handled, and, logically, the State of New York should assume the duty of paying dividends, or at least the making good of losses due to improper granting of credits. The Legislature has said that the duty of controlling the affairs of corporations rests with the boards of directors; that telegraph corporations should receive and transmit messages on the payment of the rates fixed, and it has provided in the Public Service Commissions Law that the Commission might, under designated circumstances, determine these rates, but we find no suggestion that it may go further and determine that the telegraph company must perform the service upon an implied promise to pay for such service at some future date prescribed by the Commission. There is plenty of scope for the activities of even so virile a body as the Public Service Commission within the obvious meaning of the language used, without extending it to the nullification of the provisions vesting legitimate powers in the hands of boards of directors.
It certainly cannot be held with any degree of plausibility [756] that the giving or withholding of credit for the few days involved in the practical administration of telegraph companies is such an “ unjust, unreasonable or unjustly discriminatory or unduly preferential ” practice as to have any appreciable effect upon the rates or service of these corporations. The rates fixed by law are, under the provisions of section 103 of the Transportation Corporations Law, due before the duty of transmission attaches. If a thirty days’ credit is to be extended then the corporation would have a right to exact interest from the due date, and it is a discrimination against those who pay cash on the due date to give the Postal Telegraph-Cable Company the extension of time without such compensation, but in the practical operation of business it is often of greater advantage to the corporation and its stockholders to extend the credit than to deal with the small daily transactions. In other words, this is distinctly one of the affairs of the corporation, with which the public has no concern, any more than it has with the same problem as presented to a manufacturing or other business corporation. What money is made or lost in the refusal or extension of credit is purely a business matter of the corporation, and it should not be interfered with in the absence of direct legislative authorization, such as is not to be found in any of the statutes to which our attention is directed.
The order of the Commission, and the theory of the Postal Telegraph-Cable Company, proceeds upon the proposition that where an individual or corporation delivers a message to the Postal Telegraph-Cable Company for delivery at a point where the latter corporation has no office it may deliver this message at the initial point to the Western Union Telegraph Company, and that this corporation is bound to transmit this message and to extend credit for the service for a period which may extend to 'thirty days, either to the Postal Telegraph-Cable Company or to the customer, if he happens to be a credit or charge customer of the Western Union Telegraph Company. In other words, the Postal Telegraph-Cable Company undertakes to act as the agent of persons and corporations delivering messages to it for transmission to territory within the State of New York where it has no office and no franchise to do business, and to compel the Western Union Telegraph Com[757] pany to carry the credit which it may or may not extend to its customer, although it is claimed that it does, in fact, pay over such cash as accompanies the transaction. This is claimed to result in an actual loss to the Postal Telegraph-Cable Company for the hiring of messengers to deliver the messages, but it appears to comport with the internal policy of that corporation to suffer this loss for the sake of keeping up the illusion that it is prepared to furnish a service in excess of its actual facilities or franchise rights, and it is one of the grievances of the Postal Telegraph-Cable Company that the Western Union Telegraph Company notifies these customers of the former that it is obliged to afford the transmission and delivery. Just why the Western Union Telegraph Company should be criticised for using ordinary business methods in protecting its vast investment in small rural communities by calling attention to the facilities which it offers to the public does not occur to us, and it is no part of the duty of the courts or other public bodies to participate in the disagreements of rival corporations.
Section 100 of the Transportation Corporations Law provides that seven or more persons may become a corporation for the purpose of constructing and maintaining and operating telegraph lines, upon making and fifing a certificate “ stating the name of the corporation; its general route and the points to he connected,” etc., and such a corporation, with the consent of the local authorities (Matter of New York Independent Telephone Co., 133 App. Div. 635; 200 N. Y. 527) is authorized to place its poles and wires in the public streets and highways along this general route and within the points to be connected, and this legislative grant of corporate existence and the consent of the local authorities authorized .to act in behalf of the State, constitutes “ a single, indivisible franchise to construct and operate ” a telegraph fine in the territory designated. (City of New York v. Bryan, 196 N. Y. 158, 166.) It is well settled by authority in this State that a transportation or public service corporation has no franchise rights or authority outside of the territory designated in its charter; it is confined to the “ general route and the points to be connected,” and it has no power to operate outside of the territory thus defined in its charter. (Schinzel v. Best, 45 Misc. Rep. 455, 463, 465; Hart [758] v. Mayor, 16 App. Div. 227; Central Crosstown R. R. Co. v. Metropolitan Street R. Co., Id. 229; Richards v. Citizens’ Water Supply Co., 140 id. 206; Manhattan Bridge T.-C. Line v. Third Avenue R. Co., 154 id. 704; Fanning v. Osborne, 102 N. Y. 441; Brooklyn Heights R. R. Co. v. City of Brooklyn, 152 id; 244; Delaware, L. & W. R. R. Co. v. City of Buffalo, 158 id. 266, 478; Hatfield v. Straus, 189 id. 208; City of Rochester v. R. & L. O. W. Co., Id. 323; New York Central & H. R. R. R. Co. v. General Electric Co., 219 id. 227, 237.) As the acceptance of a franchise implies the execution of the conditions and duties prescribed in the grant (3 Kent Comm. [14th ed.]