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which was said to be "almost on fours" with it. In this last case a charitable institution was incorporated in Louisiana in 1853, and its property exempted from taxation. Under a statute enacted in pursuance of art. 118 of the constitution of Louisiana of 1868, the city of New Orleans imposed a tax upon a certain cotton press owned by the asylum. It was held that the statute, as construed and applied, violated the tenth section of the first article of the Constitution. And Mr. Justice Bradley, in giving the opinion, observed: “In Tucker v. Ferguson, 22 Wall. 527, and West Wisconsin Railway v. Board of Supervisors, 93 U. S. 595, the power to alter, amend, and repeal charters was expressly reserved; and besides, in those cases the exemption granted was held to be gratuitous on the part of the state, no consideration therefor passing from the companies. It was no part of their charters; but in the present case the exemption was expressed in the charter itself, and was one of the inducements offered for its acceptance, and for making donations for the estab lishment of the institution."

§ 586 1. In Memphis Gas Light Co. v. Taxing District of Shelby County, 109 U. S. 398, it was held that a grant of a privilege to make and sell gas for a term of years in a certain municipality does not exempt the grantees from the imposition of a license tax. There is no express nor implied exemption in the charter of the company. And this language from Erie Railroad Co. v. Wallace, 21 Wall. 492, was quoted with approbation: "This court has in the most emphatic terms and on every occasion declared that the language in which the surrender [of the right of taxation] is made must be clear and unmistakable. The covenant or enactment must distinctly express that there shall be no other or further taxation. A state cannot strip herself of this most essential power by doubtful words. It cannot by ambiguous language be deprived of this highest attribute of sovereignty. The principle has been distinctly laid down in each of the cases referred to. It has never been departed from. See also Providence Bank v. Billings, 4 Pet. 514; Herrick v. Randolph, 13 Wall. 531; North Missouri R. R. Co. v. Ma

guire, 20 Wall. 40; Delaware R. R. Tax, 18 Wall. 206. There is in this case no language which attempts to exempt plaintiff from taxation, nor is there even the most remote implication of such exemption." The judgment of the Supreme Court of Tennessee was affirmed.

$ 586 m. The force and effect of a reservation by a state, either in the charter itself or in a prior statute, of power to alter, amend, or repeal the charter, have been carefully considered and fully determined. The following language was used by the court in announcing the general doctrine which it had adopted: "The reservation affects the entire relations between the state and the corporation, and places under legislative control all rights, privileges, and immunities derived by its charter directly from the state. Rights acquired by third parties, which have become vested under the charter, stand upon a different footing. The state in the present case only asserts its power under the reservation to modify its own contract with the corporation; it does not contend for a power to revoke the contracts of the corporation with other parties." 1

The power of repeal, of course, implies the power to consolidate two existing companies and create a new one, with all the powers, privileges, and duties of both the others. Under this reserved power it was held in the Sinking Fund Cases, 99 U. S. 700 (1878), that Congress might properly require the Union Pacific Railroad Company in the management of its affairs to set aside a portion of its current income as a sinking fund to meet its debts as they matured. And the right of amendment and repeal reserved by Congress was considered at length, and the extent and limitations of the power.

The force and effect of the reserved power to alter or repeal a charter was again much considered in the late case of

1 Tomlinson v. Jessup, 15 Wall. 454, 459. For other cases in respect to the power of repealing or amending charters, see Miller v. State, 15 Wall. 478; Holyoke Co. v. Lyman, 15 Wall. 500, Pennsylvania College Cases, 13 Wall. 190.

2 Railroad Co. v. Maine, 96 U. S. 499; Railroad Co. v. Georgia, 98 U. S. 359. See N. O. Gas-Light Co. v. La. Light Co. 21 Rep. 65. ED.

Greenwood v. Freight Company, 105 U. S. 13 (1881). The Marginal Freight Company was chartered in Massachusetts in 1867, to build a railroad through various streets of Boston. The general law of Massachusetts then existing contained a clause reserving power to alter, amend, or repeal any chartér. In 1872 the legislature of Massachusetts incorporated the Union Freight Railroad Company, which was authorized to take possession of the track and franchises of the former corporation and run over the same streets, making due compensation, and the former charter was expressly repealed; and the later act was held to be constitutional; and on the plain ground that if the legislature has power to repeal the statute under which one company was organized, it can charter a new one with the same powers, and authorize the new company to take the property and franchises of the old one on making due compensation. And a statute which ac complishes the above is not in conflict with the Constitution if it provides for compensation for the property of the old corporation so taken by the new one.

The conclusions from the preceding analysis are, that charters of private corporations are contracts; that all express collateral stipulations contained in such charters are also contracts; but that no collateral agreements, limitations, and restrictions, by or upon the state, will be implied from the nature and objects of the corporation.1

6. Municipal Corporations.

§ 587. The charters of municipal corporations are not contracts, and may therefore be altered or repealed at pleasure, so far as the state legislature is not restrained by the local con stitution. The law regards these public territorial bodies as agents and instruments of the state for the exercise of a por tion of its governmental functions in a certain district; as clothed with a public trust analogous to that conferred upon

1 Therefore a statute is not unconstitutional which changes the mode of serving process upon a railroad corporation from that provided in its charter. It is a mere question of remedy. Railroad Co. v. Hecht, 95 U. S. 168.

ED.

officers; which agency or trust may be revoked, changed, lessened, or increased, whenever the legislature in its discretion Ishall think best.

To this principle there has been an universal assent. No case of authority, either in the national or the state courts, has thrown a doubt upon the correctness of these propositions. It is unnecessary, therefore, to make any extended reference to judicial opinions. One or two citations will suffice. In the Dartmouth College case the judges expressly excepted municipal corporations from the operation of the rule which they established. In East Hartford v. Hartford Bridge Company, the Supreme Court of the United States decided that, a town being a municipal corporation, a grant to it of a ferry privilege may be revoked. A series of cases has been determined during the last few years by the highest court of New York, in which the principle has been distinctly affirmed and applied to legislative acts modifying the charter and corporate powers of New York City. The last of these cases, The People v. Pinkney,3 was decided in 1865.

§ 587 a. Public Corporations. The principle involved in these cases is that the doctrine of the Dartmouth College Case has no application where the statute in question is a public law relating to a public subject within the domain of the general legislative power of the state, and involving the public rights and public welfare of the entire community affected by it. The two classes of cases are separated by a broad line of demarcation. Accordingly it has been frequently held that a county seat might be removed from one town to another by a legislative enactment, although some prior statute had "permanently established" it in the first town, and although citizens of that town, on the faith of it, had complied with the conditions on which it was first lo

1 4 Wheat. 659, 694.

2 10 How. 511.

3 5 Tiffany, 377.

4 Swayne, J., in Newtown v. Commissioners, 100 U. S. 557 (1879); Sinton v. Carter County, 23 Fed. Rep. 535 (1885). And see Wade v. Richmond, 18 Gratt. 583. ED.

cated. One legislature cannot bind another on such a matter.1

II. What is the Obligation of a Contract which may not be impaired? § 588. Courts, judges, and text writers have been troubled to find a satisfactory general answer to this question. One principal cause of the difficulty has been that the simple inquiry as to the nature of the obligation has almost always been complicated with the further inquiry, whether certain laws or acts impaired that obligation. If we can keep these questions separate, if we can clearly fix and define the notion of the obligation, we shall then be prepared to determine with comparative case whether any specified legislative acts impair it.

Another source of difficulty lies in the fact that "obligation" as here used is not a word having a technical meaning in the English common law; it is not a word of art; it does not belong to the professional vocabulary. The common law, it is true, used the word "obligation" as a technical term, but only to describe a sealed instrument of a peculiar form. Again, "obligation" is a familiar English term, implying a duty, -what one ought to do, resulting from mere moral sanctions. Thus, one is obliged to another, one is under an obligation to another, when a duty more or less pressing, and flowing from the moral law, rests upon him towards that other. The word, as it occurs in the Constitution, cannot be understood in this broad and comprehensive sense.

§ 589. But if, turning away from the nomenclature of the English law, we examine that of the Roman, we shall there find the word used with a definite, technical, legal meaning; and this signification is the one to be given to the term as it appears in the Constitution. The later Roman jurists, who composed systematic treatises, and the codifiers under Jus

1 Newton v. Commissioners, 100 U. S. 548; Armstrong v. The Commissioners, 4 Blackf. 208; Elwell . Tucker, 1 Blackf. 285; Adams v. County of Logan, 11 Ill. 336; Bass v. Fantleroy, 11 Tex. 698. Whether a municipal corporation may be extinguished by a legislative enactment, so as to deprive its prior creditors of any suit at law to collect their debts is not yet fully agreed. ED.

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