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corporations, as respects the property which they hold, control, and manage, for the benefit of their citizens, are governed by the same rules and subject to the same liabilities as individuals, yet this property, so far as it has been derived from the State, or obtained by the exercise of the ordinary powers of government, must be held subject to control by the State, but under the restriction only, that it is not to be appropriated to uses for

legislature will exercise it for the public good, and it is the sole judge of the exigency which demands its interference." Per Sandford, J., 2 Sandf. 369. "The selection of officers who are nothing more than public agents for the effectuating of public purposes is matter of public convenience or necessity, and so, too, are the periods for the appointment of such agents; but neither the one nor the other of these arrangements can constitute any obligation to continue such agents, or to reappoint them, after the measures which brought them into being shall have been found useless, shall have been fulfilled, or shall have been abrogated as even detrimental to the well-being of the public. The promised compensation for services actually performed and accepted, during the continuance of the particular agency, may undoubtedly be claimed, both upon principles of compact and of equity; but to insist beyond this upon the perpetuation of a public policy either useless or detrimental, and upon a reward for acts neither desired nor performed, would appear to be reconcilable with neither common justice nor common sense. Daniel, J., in 10 How. 416. See also Barker v. Pittsburgh, 4 Penn. St. 49; Standiford v. Wingate, 2 Duv. 443; Taft v. Adams, 3 Gray, 126; Walker v. Peelle, 18 Ind. 264; People e. Haskell, 5 Cal. 357; Dart v. Houston, 22 Geo. 506; Williams v. Newport, 12 Bush, 438; Territory v. Pyle,

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1 Oregon, 149; Bryan v. Cattell, 15 Iowa, 538. But if the term of an office is fixed by the Constitution, the legislature cannot remove the officer, cept as that instrument may allow, either directly, or indirectly by abolishing the office. People v. Dubois, 23 Ill. 547; State v. Messmore, 14 Wis. 163; Commonwealth v. Gamble, 62 Penn. St. 343; s. c. 1 Am. Rep. 422; Lowe v. Commonwealth, 3 Met. (Ky.) 240; State v. Wiltz, 11 La. Ann. 489; Goodin v. Thoman, 10 Kan. 191; State v. Draper, 50 Mo. 353. Compare Christy v. Commissioners, 39 Cal. 3. Nor can the legislature take from a constitutional officer a portion of the characteristic duties belonging to the office, and devolve them upon an office of its own creation. State v. Brunst, 26 Wis. 413; s. c. 7 Am. Rep. 84, disapproving State v. Dews, R. M. Charl. 397. Compare People v. Raymond, 37 N. Y. 428; King v. Hunder, 65 N. C. 603; s. c. 6 Am. Rep. 754. Nor, where the office is elective, can the legislature fill it, either directly, or by extending the term of the incumbent. People v. Bull, 46 N. Y. 57; People v. McKinney, 52 N. Y. 374 ; ante, p. *64, note. Compare People v. Flanagan, 66 N. Y. 237. As to control of municipal corporations, see further Marietta v. Fearing, 4 Ohio, 427; Bradford v. Cary, 5 Greenl. 339; Bush v. Shipman, 4 Scam. 186; Trustees, c. v. Tatman, 13 Ill. 27; People v. Morris, 13 Wend. 325; Mills v. Williams, 11 Ired. 558; People v. Banvard, 27 Cal. 470; ante, ch. viii.

eign to those for which it has been acquired. And the franchises conferred upon such a corporation, for the benefit of its citizens, must be liable to be resumed at any time by that authority which may mould the corporate powers at its will, or even revoke them altogether. The greater power will comprehend the less.1 If,

1 In East Hartford v. Hartford Bridge Co., 10 How. 533, Mr. Justice Woodbury, in speaking of the grant of a ferry franchise to a municipal corporation, says: "Our opinion is ... that the parties to this grant did not by their charter stand in the attitude towards each other of making a contract by it, such as is contemplated by the Constitution, and as could not be modified by subsequent legislation. The legislature was acting here on the one part, and public municipal and political corporations on the other. They were acting, too, in relation to a public object, being virtually a highway across the river, over another highway up and down the river. From this standing and relation of these parties, and from the subject-matter of their action, we think that the doings of the legislature as to this ferry must be considered rather as public laws than as contracts. They related to public interests. They changed as those interests demanded. The grantees, likewise the towns, being mere organizations for public purposes, were liable to have their public powers, rights, and duties, modified or abolished at any moment by the legislature. They are incorporated for public, and not private, objects. They are allowed to hold privileges or property only for public purposes. The members are not shareholders nor joint partners in any corporate estate which they can sell or devise to others, or which can be attached and levied on for their debts. Hence, generally, the doings between them and the legislature are in the nature of legislation rather than com

may be

pact, and subject to all the legislative conditions just named, and therefore to be considered not violated by subsequent legislative changes. It is hardly possible to conceive the grounds on which a different result could be vindicated, without destroying all legislative sovereignty, and checking most legislative improvements, as well as supervision over its subordinate public bodies.” A different doctrine was advanced by Mr. Justice Barculo, in Benson v. Mayor, &c. of New York, 10 Barb. 234, who cites in support of his opinion — that ferry grants to the city of New York could not be taken away by the legislature what is said by Chancellor Kent (2 Kent's Com. 275), that "public corporations . . empowered to take and hold private property for municipal uses; and such property is invested with the security of other private rights. So corporate franchises attached to public corporations are legal estates, coupled with an interest, and are protected as private property." This is true in a general sense, and it is also true that, in respect to such property and franchises, the same rules of responsibility are to be applied as in the case of individuals. Bailey v. Mayor, &c. of New York, 3 Hill, 531. But it does not follow that the legislature, under its power to administer the government, of which these agencies are a part, and for the purposes for which the grant has been made, may not at any time modify the municipal powers and privileges, by transferring the grant to some other agency, or revoking it when it seems to have become unim

however, a grant is made to a municipal corporation

*charged with a trust in favor of an individual, private [* 278] corporation, or charity, the interest which the cestui [* 279] que trust has under the grant may sustain it against legislative revocation; a vested equitable interest being property in the same sense and entitled to the same protection as a legal.1

Those charters of incorporation, however, which are granted, not as a part of the machinery of the government, but for the private benefit or purposes of the corporators, stand upon a

portant. In People v. Power, 25 Ill. 190, Breese, J., in speaking of a law which provided that three-fourths of the taxes collected in the county of Sangamon, with certain deductions, should be paid over to the city of Springfield, which is situated therein, says: "While private corporations are regarded as contracts which the legislature cannot constitutionally impair, as the trustee of the public interests it has the exclusive and unrestrained control over public corporations; and as it may create, so it may modify or destroy, as public exigency requires or the public interests demand. Coles v. Madison County, Breese, 115. Their whole capacities, powers, and duties are derived from the legislature, and subordinate to that power. If, then, the legislature can destroy a county, they can destroy any of its parts, and take from it any one of its powers. The revenues of a county are not the property of the county, in the sense in which revenue of a private person or corporation is regarded. The whole State has an interest in the revenue of a county; and for the public good the legislature must have the power to direct its application. The power conferred upon a county to raise a revenue by taxation is a political power, and its application when collected must necessarily be within the control of the legislature for political purposes. The act

of the legislature nowhere proposes to take from the county of Sangamon, and give to the city of Springfield, any property belonging to the county, or revenues collected for the use of the county. But, if it did, it would not be objectionable. But, on the contrary, it proposes alone to appropriate the revenue which may be collected by the county, by taxes levied on property both in the city and county, in certain proportions ratably to the city and county." And see Bush v. Shipman, 5 Ill. 190; Richland County v. Lawrence County, 12 Ill. 1; Sangamon Co. v. Springfield, 63 Ill. 66; Borough of Dunmore's Appeal, 52 Penn. St. 374; Guilford v. Supervisors of Chenango, 18 Barb. 615, and 13 N. Y. 143; ante, pp. *235-*239, and cases cited.

1 See Town of Pawlet v. Clark, 9 Cranch, 292, and Terrett v. Taylor, 9 Cranch, 43. The municipal corporation holding property or rights in trust might even be abolished without affecting the grant; but the Court of Chancery might be empowered to appoint a new trustee to take charge of the property, and to execute the trust. Montpelier v. East Montpelier, 29 Vt. 12. It is held in People v. Ingersoll, 58 N. Y. 1, that the franchise to levy taxes by a county for county purposes was not exercised by the county as agent for the State, but as principal.

different footing, and are held to be contracts between the legislature and the corporators, having for their consideration the liabilities and duties which the corporators assume by accepting them; and the grant of the franchise can no more be resumed by the legislature, orits benefits diminished or impaired without the consent of the grantees, than any other grant of property or valuable thing, unless the right to do so is reserved in the charter itself.1

2 Dartmouth College v. Woodward, 4 Wheat. 519; Trustees of Vincennes University v. Indiana, 14 How. 268; Planters' Bank r. Sharp, 6 How. 301; Piqua Bank v. Knoop, 16 How. 369; Binghamton Bridge Case, 3 Wall. 51; Norris v. Trustees of Abingdon Academy, 7 G. & J. 7; Grammar School v. Burt, 11 Vt. 632; Brown v. Hummel, 6 Penn. St. 86; State v. Heyward, 3 Rich. 389; People v. Manhattan Co., 9 Wend. 351; Commonwealth v. Cullen, 13 Penn. St. 133; Commercial Bank of Natchez v. State, 14 Miss. 599; Backus v. Lebanon, 11 N. H. 19; Michigan State Bank v. Hastings, 1 Doug. (Mich.) 225; Bridge Co. v. Hoboken Co., 2 Beas. 81; Miners' Bank v. United States, 1 Greene (Iowa), 553; Edwards v. Jagers, 19 Ind. 407; State v. Noyes, 47 Me. 189; Bruffet v. G. W. R. R. Co., 25 Ill. 353; People v. Jackson and Michigan Plank Road Co., 9 Mich. 285; Bank of the State v. Bank of Cape Fear, 13 Ired. 75; Mills v. Williams, 11 Ired. 558; Hawthorne v. Calef, 2 Wall. 10; Wales v. Stetson, 2 Mass. 146; Nichols v. Bertram, 3 Pick. 342; King v. Dedham Bank, 15 Mass. 447; State v. Tombeckbee Bank, 2 Stew. 30; Central Bridge v. Lowell, 15 Gray, 106; Bank of the Dominion v. McVeigh, 20 Grat. 457; Sloan v. Pacific R. R. Co., 61 Mo. 24; State v. Richmond, &c. R. R. Co., 73 N. C. 527. The mere passage of an act of incorporation, however, does not make the contract; and it may be repealed prior to a full accept

ance by the corporators. Mississippi Society v. Musgrove, 44 Miss. 820 ; s. c. 7 Am. Rep. 723. It is under the protection of the decision in the Dartmouth College Case that the most enormous and threatening powers in our country have been created; some of the great and wealthy corporations actually having greater influence in the country at large, and upon the legislation of the country, than the States to which they owe their corporate existence. Every privilege granted or right conferred - no matter by what means or on what pretence-being made inviolable by the Constitution, the government is frequently found stripped of its authority in very important particulars, by unwise, careless, or corrupt legislation; and a clause of the federal Constitution, whose purpose was to preclude the repudiation of debts and just contracts, protects and perpetuates the evil. To guard against such calamities in the future, it is customary now for the people in framing their constitutions to forbid the granting of corporate powers, except subject to amendment and repeal ; but the improvident grants of an early day are beyond their reach. On the general subject of the power of the legislature, under its right reserved, to alter, amend, and repeal, see Worcester v. Norwich, &c. R. R. Co., 109 Mass. 103, and cases cited; Ames v. Lake Superior R. R. Co., 21 Minn. 241; Railroad Commissioners v. Portland, &c. R. R. Co., 63 Me. 269; s. c. 18 Am. Rep. 208; Rodemachers.

* Perhaps the most interesting question which arises in [* 280] this discussion is, whether it is competent for the legislature to so bind up its own hands by a grant as to preclude it from exercising for the future any of the essential attributes of sovereignty in regard to any of the subjects within its jurisdiction; whether, for instance, it can agree that it will not exercise the power of taxation, or the police power of the State, or the right of eminent domain, as to certain specified property or persons; and whether, if it shall undertake to do so, the agreement is not void on the general principle, that the legislature cannot diminish the power of its successors by irrepealable legislation, and that any other rule might cripple and eventually destroy the government itself. If the legislature has power to do this, it is certainly a very dangerous power, exceedingly liable to abuse, and may possibly come in time to make the constitutional provision in question as prolific of evil as it ever has been, or is likely to be, of good.

So far as the power of taxation is concerned, it has been so

Milwaukee, &c. R. R. Co., 41 Iowa, 297; s. c. 20 Am. Rep. 592; Gorman v. Pacific R. R. Co., 26 Mo. 441; Railroad Commissioners v. Portland, &c. R. R. Co., 63 Me. 269; s. c. 18 Am. Rep. 208; Gardner v. Hope Ins. Co., 9 R. I. 194; s. c. 11 Am. Rep. 238.

And as to the right to regulate charges for transportation of persons and property, see Parker v. Metropolitan R. R. Co., 109 Mass. 506; AttorneyGeneral v. Railroad Companies, 35 Wis. 425; Chicago, &c. R. R. Co. v. Iowa, 94 U. S. Rep. 155.

In Mills v. Williams, 11 Ired. 561, Pearson, J., states the difference between the acts of incorporation of public and private corporations as follows: "The substantial distinction is this: Some corporations are created by the mere will of the legislature, there being no other party interested or concerned. To this party a portion of the power of the legislature is delegated, to be exercised for the general good, and

subject at all times to be modified, changed, or annulled. Other corporations are the result of contract. The legislature is not the only party interested; for, although it has a public purpose to be accomplished, it chooses to do it by the instrumentality of a second party. These two parties make a contract. The legislature, for and in consideration of certain labor and outlay of money, confers upon the party of the second part the privilege of being a corporation, with certain powers and capacities. The expectation of benefit to the public is the moving consideration on one side; that of expected remuneration for the outlay is the consideration on the other. It is a contract, and therefore cannot be modified, changed, or annulled, without the consent of both parties." An incorporated academy, whose endowment comes exclusively from the public, is a public corporation. Dart v. Houston, 22 Geo. 506. Compare State v. Adams, 44 Mo. 570.

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