It furnished to the legislatures of the States a simple and obvious rule of justice, which, however theretofore violated, should by no means be there-X after violated, and whilst it leaves them at full liberty to legislate upon the subject of all future contracts, and assign to them either no obligation or such qualified obligation as in their opinion may consist with sound policy and the good of the people, it prohibits them from retrospecting upon existing obligations upon any pretext whatever. Ogden v. Saunders, 12 Wheat. 213.

The word "obligation," as found in this provision, is not used in its widest sense. It is the "obligation of contracts that can not be impaired. The obligation of other things than contracts is not protected. Robinson v. Magee, 9 Cal. 81.

The obligation of a contract is that which requires the performance of the legal duties imposed by it. The duties imposed upon one of the contracting parties are correlative with the rights of the other. What one party is obliged to perform the other has a right to have performed. Blann v. State, 39 Ala. 353.

Right and obligation are considered by all ethical writers as correlative terms. Whatever a party by his contract gives another the right to re quire, he by that act lays himself under an obligation to yield or bestow The obligation of every contract consists then of that right or power over his will or actions which a party by his contract confers. Ogden v. Saunders, 12 Wheat. 213; Lapsley v. Brashears, 4 Litt. 47.

An agreement does not always, nay, seldom if ever upon its face, specify the full extent of the terms and conditions of the contract. Many things are necessarily implied and to be governed by some rule not contained in the agreement, and this rule can be no other than the existing law where the contract is made or to be executed. Parties must be understood as making their contracts with reference to existing laws, and impliedly assenting that such contracts are to be construed, governed and controlled' by such laws. Ogden v. Saunders, 12 Wheat. 213.

The obligation of a contract is the law which binds the parties to perform 'their agreement. The law which has this binding obligation must govern and control the contract in every shape in which it is intended to bear upon it, whether it affects its validity, construction or discharge. That law is the municipal law of the State, whether written or unwritten. This is emphatically the law of the contract made within the State, and must govern it throughout wherever its performance is sought to be enforced. It forms a part of the contract, and travels with it wherever the parties to it may be found. Ogden v. Saunders, 12 Wheat. 213; Sturges v. Crowninshield, 4 Wheat. 122; Bronson v. Kinzie, 1 How. 311; McCracken v. Hayward, 2 How. 608; Blair v. Williams, 4 Litt. 34; Lapsley v. Brashears, 4 Litt. 47.

The Constitution refers to and preserves the legal not the moral obligation of a contract. Obligations purely moral are to be enforced by the operation of internal and invisible agents, not by the agency of human laws. The restraints imposed on States by the Constitution, are intended for those objects which would, if not restrained, be the subject of State legislation. Ogden v. Saunders, 12 Wheat. 213; Blair v. Williams, 4 Litt. 34.

The obligation of a contract consists in its binding force on the party who makes it. This depends on the laws in existence when it is made. These are necessarily referred to in all contracts, and form a part of them as the measure of the obligation to perform them by the one party and the right acquired by the other. There can be no other standard by which to ascertain the extent of either, than that which the terms of the contract indicate according to their settled legal meaning. McCracken v. Hayward, 2 How. 608; Johnson v. Duncan, 3 Mart. 531; Robinson v. Magee, 9 Cal. 81; Western Saving Fund v. Philadelphia, 31 Penn. 175; Wood v. Wood, 14 Rich. 148.

The obligation of a contract consists in the power and efficacy of the law which applies to and enforces performance of the contract, or the payment of an equivalent for non-performance. The obligation does not inhere and subsist in the contract itself proprio vigore, but in the law applicable to the contract. Ogden v. Saunders, 12 Wheat. 213.

Whatever the parties are authorized to and do stipulate for at the time of making the contract, or whatever provisions of law are then in force regulating the contract, either as to its construction or legal effect, or materially advantageous to one party or disadvantageous to the other, as to all such the legislature has no power afterwards to interfere, to change or modify the rights and relations thereby established. Smith v. Cleveland, 17 Wis. 556.

The law creates the obligation of the contract, and whenever therefore the lex loci prescribes for the dissolution of the contract, in any prescribed mode, the parties are presumed to have acted subject to such contingency. Ogden v. Saunders, 12 Wheat. 213; Blanchard v. Russell, 13 Mass. 1.

The Constitution embraces alike those laws which affect the validity, construction, discharge and enforcement of a contract, for they enter into and form a part of it. Van Hoffman v. Quincy, 4 Wall. 535; Walker v. Whithead, 16 Wall. 314; S. C. 43 Geo. 537.

Laws.

No law passed before a contract was made can impair its obligation. As it is the law which gives to the contract its obligation, so long as the law which was in force at the time the contract was made continues the

same, the obligation of the contract must remain the same, and of course can not be impaired. Blair v. Williams, 4 Litt. 34; Bronson v. Kinzie, 1 How. 311; Moore v. Fowler, Hemp. 536; Sparrow v. Railroad Co. 7 Ind. 369; Bruns v. Crawford, 34 Mo. 330; Barry v. Iseman, 14 Rich. 129; Roby v. Boswell, 23 Geo. 51; Powers v. Dougherty Co. 23 Geo.65; Davis v. Bronson, 6 Iowa, 410.

The Constitution does not prohibit all legislation in respect to contracts. It only forbids the impairing of their obligation. Thornton v. Hooper, 14 Cal. 9.

No act of the legislature can alter the nature and legal effect of an existing contract to the prejudice of either party, nor to give to such a contract a judicial construction which shall be binding on the parties or on the courts of law. King v. Dedham Bank, 15 Mass. 447.

Whether the law professes to apply to the contract itself, to fix a rule of evidence, a rule of interpretation, or to regulate the remedy, it is equally within the true meaning of the Constitution if it in effect impairs the obligation of existing contracts. Ogden v. Saunders, 12 Wheat. 213.

A State law may divest vested rights, and yet not violate the Constitution, unless it also impairs the obligation of a contract. Charles River Bridge v. Warren Bridge, 11 Pet. 420; S. C. 24 Mass. 344; 23 Mass. 376; Watson v. Mercer, 8 Pet. 88; Cochran v. Van Surlay, 20 Wend. 365; Towle v. Forney, 4 Duer, 164.

Retrospective laws, which do not impair the obligation of contracts or partake of the character of ex post facto laws, are not condemned or forbidden by any part of the Constitution. Charles River Bridge v. Warren Bridge, 11 Pet. 420; S. C. 24 Mass. 344; 23 Mass. 376; Satterlee v. Matthewson, 2 Pet. 380; Davis v. Ballard, 1 J. J. Marsh. 563; Brown v. Storm, 4 Vt. 37; Andrews v. Russell, 7 Blackf. 474; Holman v. Bank, 12 Ala. 369; Balt. & S. R. R. Co. v. Nesbit, 10 How. 395; Wilson v. Hardesty, 1 Md. Ch. 66; Albee v May, 2 Paine, 74; Bay v. Gage, 36 Barb. 447; Drehman v. Stifle, 41 Mo. 184.

A law may be repealed at any time at the will of the legislature, and then it ceases to form any part of those contracts which may afterwards be entered into. The repeal is no more void than a new law would be which operates upon contracts to affect their validity, construction or duration. Both are valid as they may affect contracts afterwards formed, but neither are so if they bear upon existing contracts; and in the former case, in which the repeal contains no enactment, the Constitution would forbid the application of the repealing law to past contracts, and to those only. Ogden v. Saunders, 12 Wheat. 213; Atwater v. Woodbridge, 6 Conn. 223; Osborne v. Humphrey, 7 Conn. 335; Landon v. Litchfield, 11 Conn. 251.

A declaratory, like any other act, may be unconstitutional, as it impairs the obligation of prior contracts. Dundas v. Bowler, 3 McLean, 397.

The body upon which the prohibition rests is the legislative department of the State. Trustees v. Rider, 13 Conn. 87.

The States have, since the adoption of the Constitution, the authority to prescribe and declare by their laws prospectively what shall be the obligation of all contracts made within them. Such a power seems to be almost indispensable to the very existence of the States, and is necessary to the safety and welfare of the people. The whole frame and theory of the Constitution seems to favor this construction. The States were in the full enjoyment and exercise of all the powers of legislation on the subject of contracts before the adoption of the Constitution. The people of the States, in that instrument, transfer to and vest in Congress no portion of this power, except in the single instance of the authority given to pass uniform laws on the subject of bankruptcies throughout the United States, to which may be added such as result by necessary implication in carrying the granted powers into effect. The whole of this power is left with the States, as the Constitution found it, with the single exception that in the exercise of their general authority they shall pass no law "impairing the obligation of contracts." Ogden v. Saunders, 12 Wheat. 213.

Legislative powers over contracts, lawfully existing when the contracts are formed, affect the nature and enter into the obligation of those contracts. But such powers can be exerted only in the particular cases in reference to which they have been reserved, and they are inoperative in all other cases. Until such a case arises, the obligation of such a contract can no more be impaired than if it were under no circumstances subject to legislative control. Curran v. State, 15 How. 304; S. C. 12 Ark. 321.

The substance of the provision is that no State shall interfere in any way with the rights which citizens acquire by contract. A State Constitution is but a higher grade of State law than that passed by the legislature. A State convention has no more power to impair the obligation of contracts than a legislature. A State Constitution equally with a statute is within the prohibition. Rutland. v. Copes, 15 Rich. 84; Homestead Cases, 23 Gratt. 266; Moore v. Ill. Central R. R. Co. 4 C. L. N. 123; Union Bank v. State, 9 Yerg. 490; Logwood v. Planters' Bank, Minor, 23; Gunn v. Barry, 15 Wall. 610; Hazen v. Union Bank, 1 Sneed, 115; Edwards v. Jagers, 19 Ind. 407; Ex parte Oliver Lee & Co.'s Bank, 21 N. Y. 9; McNealy v. Gregory, 13 Fla. 417; Marsh v. Burroughs, I Woods, 463; Hawkins v. Filkins, 24 Ark. 286; Jacoway v. Denton, 25 Ark. 625.

The injunction is to the sovereignty. The whole people in any capacity or for any purpose assembled, can not constitute more than the State. Such assemblage is but the sovereign power of the State, and, of necessity,

can not be more or greater than the State, ant, therefore, the prohibition is to the sovereignty. The prohibition goes to the power of the State, and not to the manner or character of her action. Jacoway v. Denton, 25 Ark. 625.

A rebellious State can not adopt a law impairing the obligation of contracts in its Constitution preparatory to the restoration of its relation to the Union. In re Sarah Kennedy, 2 Rich. (N. S.) 116; Calhoun v. Calhoun, 2 Rich. (N. S.) 283; Gunn v. Barry, 15 Wall. 610; White v. Hart, 13 Wall. 646; S. C. 39 Geo. 306.

Congress can not, by authorization or ratification, give the slightest effect to a State law or Constitution in conflict with the Constitution of the United States. Gunn v. Barry, 15 Wall. 610; In re Sarah Kennedy, 2 Rich. (N. S.) 116; Calhoun v. Calhoun, 2 Rich. (N. S.) 283; White v. Hart, 13 Wall. 646; s. C. 39 Geo. 306.

A change of Constitution can not release a State from contracts made under a Constitution which permits them to be made. The moral obligations never die. Dodge v. Woolsey, 18 How. 331; Mathing v. Golden, 5 Ohio St. 361.

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The obligation of a contract can not be impaired unwarrantably judicial decisions any more than by legislation. Township v. Talcott, 19 Wall. 666; Butz v. City, 8 Wall. 575.

If a contract when made is valid by the laws of the State as then administered in its courts of justice, its validity and obligation can not be impaired by any subsequent decisions of the courts altering the construction of the law. Ohio Trust Co. v. DeBolt, 16 How. 416; s. c. 1 Ohio St. 563; Lee Co. v. Rogers, 7 Wall. 181; City v. Lamson, 9 Wall. 477; Olcott v. Supervisors, 16 Wall. 678; Gelpcke v. Dubuque, 1 Wall. 175; Havemeyer v. Iowa County, 2 Wall. 294; Thomson v. Lee County, 3 Wall. 327; Mitchell v. Burlington, 4 Wall. 270; Chicago v. Sheldon, 9 Wall. 50; contra, McClure v. Owen, 26 Iowa, 243.

If there is a remedy for the enforcement of a contract at the time when it is made, it can not be taken away by subsequent judicial decision. Butz v. City, 8 Wall. 575.

A law may be void in part and good in part, or in other words it may be void so far as it has a retrospective application to past contracts, and valid as applied prospectively to future contracts. Ogden v. Saunders, 12 Wheat. 213; Berry v. Haines, 2 Car. L. Rep. 428; Comm. v. Kimball, 41 Mass. 359; Norris v. Boston, 45 Mass. 282; State v. Paul, 5 R. I. 185; Barry v. Iseman, 14 Rich. 129.