Low v. Central Pacific Railroad Co. its bonds executed and secured according to agreement, and of the required amount, and upon each bond, and over the signature and seal of the Central Pacific Railroad Company, duly affixed, was written the following guaranty: "Whereas, the California Pacific Railroad Company, maker of the foregoing bond, has leased its railroad, and branches thereof, for the term of twenty-nine years, to the Central Pacific Railroad Company; now, therefore, in consideration of said lease and of other valuable considerations thereunto moving, the said Central Pacific Railroad Company hereby guarantees the payment of the foregoing bond, both principal and interest, to the holder thereof, according to the terms of said bond and the coupons thereto attached." The terms of the lease referred to in said guaranty, and which were relied upon as a legal and valid consideration for the support of said guaranty, were as follows: 1. The California Pacific Railroad Company leases its road, fixtures, rolling stock, and appurtenances, to the Central Pacific Railroad Company for the term of twenty-nine years, commencing on the 1st day of July, 1876. 2. In consideration of said lease, the Central Pacific Railroad Company guarantees the payment of the bonds herein before mentioned, both principal and interest, at maturity. 3. To pay to the California Pacific Railroad Company the sum of $550,000 as annual rent, to be paid semi-annually, in installments of $275,000, on the 15th of June and the 15th of December in each year, the first payment to be made on the 15th of December, 1876. 4. To keep the road and rolling stock of the said California Pacific Railroad Company in repair, and return the same at the expiration of said lease in as good condition as the same now are, except in cases of extraordinary damages resulting from floods, tempest, etc., which latter named damages are to be repaired at the expense of the said California Pacific Railroad Company. 5. To pay, during the term of said lease, all the taxes that may be levied upon the property of the said California Pacific Railroad Company, State, county and municipal. 6. To pay all legal expenses and damages that may be sustained by third parties in consequence of the operation of said road by said Central Pacific Railroad Company. Low v. Central Pacific Railroad Co. - 7. The said Central Pacific Railroad Company to have the option to pay the aforesaid sum of $550,000 in money or in interest coupons attached to the bonds, or any thereof, of the said California Pacific Railroad Company. 8. If the net earnings of the road shall at any time exceed the sum of $550,000, one-fourth of such excess shall be paid to the Central Pacific Railroad Company, and three-fourths thereof to the California Pacific Railroad Company. By net earnings is meant such sum as shall be left after the payment of all expenditures, liabilities, and disbursements of every kind and description whatever, including repairs, taxes, interest on bonds, and the principal thereof. 9. The three-fourths of such excess over $550,000 to be converted by the said California Pacific Railroad Company into a sinking fund to meet the extraordinary repairs caused by floods, etc., herein before mentioned, and also to meet and pay the principal of the bonds of said company at maturity. 10. The terms of the lease may be altered at the expiration of each period of five years, upon demand or request of either party thereto. If the parties themselves cannot agree upon the alteration to be made therein, the subject-matter shall be referred to arbitrators, each party choosing one, and those two selecting, if necessary, a third. The plaintiffs declined to receive said bonds. The question submitted to the court for decision was: Is the guaranty of the Central Pacific Railroad Company upon said bonds valid and binding upon it? The court held the contract valid and binding. The plaintiffs appealed. George Cadwalader and Delos Lake, for appellants, cited 2 Kent's Com. 298; Vandall v. South San Francisco Dock Company, 40 Cal. 83; Madison, etc., Plank Road Company v. Watertown, etc., Plank Road Company, 7 Wis. 59; Munt v. The Shrewsbury, etc., Railway Company, 13 Beav. 1; State Bank v. United States Pottery Co., 34 Vt. 144; and Smead v. Indianapolis R. R. Co., 11 Ind. 104. S. W. Sanderson, for respondents. BY THE COURT. The covenants on the part of the lessee, the Central Pacific Railroad Company, contained in the lease made by Low v. Central Pacific Railroad Co. .the California Pacific Railroad Company, the lessor, as set forth in the fifth paragraph of the agreed case, are that the lessee will pay to the lessor a specified sum of money semi-annually, keep the road in repair, pay taxes, legal expenses, etc., and guarantee the payment, both principal and interest, of the bonds of the lessor, mentioned in the lease. The lease of the road, the covenants on the part of the lessor mentioned in the lease, and the implied covenant to pay to the lessee the moneys which the lessee may pay upon the bonds, over and above the portion of the semi-annual payments which may be applied thereto, constitute the consideration for the covenants on the part of the lessee; and, in our opinion, they constitute a sufficient, valid, and legal consideration therefor. There can be no question that the lessee had competent power to bind itself, in consideration of the lease, to pay an amount equal to the amount of the bonds directly to the lessor, or to third persons, at the request of the lessor. It will be noticed that the aggregate of the semi-annual payments mentioned in the lease greatly exceeds the amount, both principal and interest, of the bonds. Such an agreement would not be any the less obligatory, or in any respect beyond the power of the lessee, by reason of the fact that the third persons to whom the payment is to be made are the holders of the bonds of the lessor. . The question, therefore, is whether the lessee, being a railroad corporation organized under the laws of this State, has power, upon a sufficient consideration, to guarantee the payment of the bonds of the lessor mentioned in the agreed case. The power on the part of the lessor to make, and on the part of the lessee to accept, the lease of the railroad is not denied; and we have seen, that in consideration of the lease, the lessee might have covenanted to pay the rent to third persons, upon the bonds of the lessor. But it is urged that a railroad corporation does not possess the power to enter into a contract of guaranty, because such power is not granted by the statute providing for the formation of those corporations. The third section of the act under which the lessee was incorporated provides that the corporation "shall be capable in law to make all contracts necessary for the construction, completion, and maintenance of such railroad, generally to possess all the powers and privileges, for the purpose of carrying on the business of the corporation, that private indi * and viduals and natural persons now enjoy." Stats. 1861, p. 608. A provision substantially to the same effect is contained in the Civil Code, § 354, but it is unnecessary to determine whether it is applicable to the corporation in this case, they having been organized before the adoption of the Code. Had a natural person taken this lease and made the contract of guaranty now before us, there is no room to doubt that it would be held valid; and this being so, the exercise of the power by the corporation must be upheld, unless, by its very nature, it is a power which a corporation cannot exercise. There is no sufficient reason deducible from the character of such a corporation, and the business in which it engages, why the corporation may not, for a valid consideration, guarantee the payment of a debt, which it may directly contract to pay-why the corporation may not, upon a sufficient consideration, make a conditional as well as an absolute promise of payment. These views are sustained by Railroad Company v. Howard, 7 Wall. 411. In that case, the contracts of guaranty made by the corporation for the payment of bonds issued to it by certain municipal corporations, in payment of their subscriptions to the stock of the company, were upheld as a valid exercise of power by the corporation. In that case, as in this, the statute conferred upon such corporation power to make contracts to the same extent as that enjoyed by individuals. See, also, Smead v. Indianapolis, etc., Railroad Company, 11 Ind. 104; Stewart v. Erie, etc., Transportation Company, 17 Minn. 372. The statute having conferred upon such corporations all the powers and privileges for the purpose of carrying on their business that natural persons enjoy, and the Civil Code (§ 286) having provided that "private corporations may be formed for any purpose, for which individuals may lawfully associate themselves," the question of the policy of the exercise of such enlarged powers by corporations is beyond the reach of the courts. MOKINSTRY, J., dissenting. VOL. XXVIII-80 Judgment affirmed. Coburn v. Ames. COBURN V. AMES. (52 Cal. 385.) Fixtures—wharf — right of riparian proprietor below low-water mark. A lease was executed of lands on the shore of the ocean, extending to low. water mark. The lessee constructed a wharf, extending from the shore below low-water mark, and resting upon piles. Held, that the portion of the wharf below low-water mark was not affixed, incident or appurtenant to the demised premises, although attached to the wharf on the demised premises by nails, bolts and screws, and was not an improvement." A riparian proprietor cannot maintain ejectment for that portion of a wharf, constructed on his land, which extends below low-water mark. EJE AJECTMENT for premises on the shore of the ocean, demised by plaintiff, upon which, by consent of the lessee's successors, a wharf was erected, extending below low-water mark. The opinion sufficiently states the facts. The plaintiff recovered the entire premises. Campbell, Fox & Campbell, for appellants. Delos Lake and Williams & Thornton, for respondent. The owner of land bordering on the ocean, or its bays, inlets, creeks, rivers, etc., has the exclusive right of building landings, wharves, or piers out from his land into waters sufficiently deep for the accommodation of commerce. Angell on Tide Waters, 171, ed. 1847; Ball v. Slack, 2 Whart. (Penn.) 538; Cortelyou ▼. Van Brundt, 2 Johns. 357; Bowman's Devisees v. Wathen, 2 McLean, 376; Harrison v. Sterritt, 4 Har. & McH. 540; Harrison v. Edwards, 17 Wis. 586; Clark v. Peckham, 10 R. I. 35; Thornton v. Grant, 10 id. 477; Dutton v. Strong, 1 Black, 23; Delaplaine v. Chicago, etc., R. R. Co., 42 Wis. 214; s. c., 24 Am. Rep. 386; Gough v. Bell, 2 Zabr. 441; Kingman v. Sparrow, 12 Barb. 201; Chess v. Manown, 3 Watts, 219; Bird v. Smith, 8 id. 434; Cooper v. Smith, 9 S. & R. 26; Chambers v. Furry, 1 Yeates, 167; Shrunk v. Schuylkill Co., 14 S. & R. 71; Lehigh Valley Railroad v. Trone, 28 Penn. St. 206; Freytag v. Powell, 1 Whart. 536; Ang. on Tide Waters, 235; 3 Kent's Com. 430. The owner of uplands adjacent to navigable waters has an inter |