A Constitution of New York, made in 1826, ordains that
"corporations may be formed under general laws, but shall not be
created by special act except in certain cases," and also "that all
general laws and special acts, passed pursuant to this section, may
be altered from time to time or repealed." And a statute of New
York, passed A.D. 1828, enacts that
"The charter of every corporation that shall be thereafter
granted by the legislature shall be subject to alteration,
suspension, and repeal in the discretion of the legislature."
In this state of things, a general railroad law was passed in
1850, authorizing the formation of railroad corporations with
thirteen directors. The formation of a company under this
general law being subsequently contemplated, with a capital of
$800,000, to build a road fifty miles long, the legislature
authorized the City of Rochester to subscribe $300,000 to it; and
enacted that if the company accepted the subscription, the city
should appoint one director for every $75,000 subscribed by it,
that is to say, should appoint four directors out of the thirteen
contemplated; the other stockholders, of course, appointing the
remaining nine. The company did accept the subscription, and the
stockholders other than the city subscribed $677,500, but paid up
only $255,000. Then the enterprise for all but eighteen miles of
the road was abandoned. The city had paid its $300,000 subscribed.
In 1867, the legislature passed another act giving the city power
to appoint one director for every $42,855.57 of stock owned by the
city, in other words, establishing the same ratio that existed
among the subscribers for the stock at the time the original
subscription was made. The effect was to give the city seven
directors and to leave the other stockholders but six. These last
stockholders, regarding the act of 1851 as making a contract that
they should have nine directors and the city but four, and that the
act of 1867 violated that contract, elected their old nine.
Held, on a
quo warranto, that the act of 1867 did
not, in view of the state constitution and the act of 1828 making
charters subject to alteration, suspension, and repeal, make such a
contract, and that the act of 1867 was constitutional.
Section 1 of article 8 of the Constitution of the state, just
named, adopted by it A.D. 1826, ordains as follows:
"Corporations may be formed under general laws, but shall not be
created by special act except in certain cases. All general laws
and special acts passed pursuant to this section may be altered
from time to time or repealed. "
Page 82 U. S. 479
And title 3 of chapter 18 of the first part of the Revised
Statutes of 1828, enacts thus:
"The charter of every corporation that shall hereafter be
granted by the legislature shall be subject to alteration,
suspension, and repeal, in the discretion of the legislature."
With this provision of the constitution and this enactment of
the revised statutes of the state in force, the Legislature of New
York passed in 1850 a general act for the formation of railroad
companies and the regulation of the same. This act authorized any
number of persons, not less than twenty-five, to form a company for
the purpose of constructing, maintaining, and operating railroads
for public use, . . . and for this purpose to make and sign
articles of association in which the name of the company should be
stated, the places from which and to which the road was to be
constructed, the amount of the capital stock, which should not be
less than $10,000 for every mile of road constructed, the number of
shares of which the capital stock should consist, and the names and
places of residence of
thirteen directors of the company
who should manage its affairs for the first year, and until others
were chosen in their place. Each subscriber was to state what
number of shares he would take; and the articles were to be filed
in the office of the secretary of state, and after certain
formalities gone through with them, the persons who had subscribed
the articles of association, and all who should become stockholders
in the company, "shall," says the act,
"be a corporation by the name specified in such articles of
association, and shall possess the powers and privileges granted to
corporations,
and be subject to the provisions contained in
title 3 of chapter 18 of the first part of the Revised
Statutes. [
Footnote
1]"
The formation of a railroad company to be styled the Rochester
and Genesee Valley Railroad Company, and to run between the City of
Rochester and the Town of Portage, fifty miles south of it, being
contemplated by a course which
Page 82 U. S. 480
should run through the Town of Avon, about eighteen miles south
of Rochester, an act of the state just named amending the charter
of that city was passed July 3, 1851, by which its common council
were authorized to borrow upon its credit $300,000, to be invested
in the stock of the new company, and by virtue of the subscription
thus authorized, the city was declared to acquire all the rights
and privileges and be liable to the same responsibilities as other
stockholders of the company, except as otherwise provided in the
act. In case the railroad company elected to receive the
subscription, the common council were authorized to nominate and
appoint one director for every $75,000 of capital stock held by the
city at the time of each election of directors, but the city could
have no voice in the election of the remaining directors. On the
10th of July, 1851, the articles of association of the new company
were filed in the office of the secretary of state, organizing the
corporation under the general railroad act of 1850, already in part
quoted. The corporation was declared in the article to be created
for the purpose of constructing, owning, and maintaining a railroad
from the City of Rochester to the Town of Portage, a distance, as
already said, of fifty miles, with a capital stock of $800,000,
divided into 8,000 shares of $100 each. On the 15th of June, 1852,
the Mayor of Rochester subscribed for 3,000 shares of the stock of
the company, and, on the same day, at a meeting of the directors of
the railroad, such subscription was unanimously accepted. Other
parties subscribed for stock to the amount of $677,500, so that the
whole amount subscribed, including the stock taken by the city, was
$977,500. The whole amount of capital stock fully paid up was:
By the City of Rochester . . . . . . $300,000
By all other parties . . . . . . . . 255,200
--------
Total amount . . . . . . . . . . . . $555,200
The balance of the stock subscribed was extinguished or
forfeited before March 9, 1867. Before this time also the Rochester
& Genesee Valley Railroad Company had abandoned
Page 82 U. S. 481
the construction of their road south of Avon, and assigned all
their rights and franchises beyond that point to another
corporation.
On the 9th of May, 1867, an act was passed, amending the act of
1851 by giving the common council authority to appoint one director
for every $42,855.57 of stock owned by the city; in other words,
establishing the same ratio that existed among the subscribers for
stock at the time the original subscription was made. The effect of
this act was to give the City of Rochester power to appoint seven
of the thirteen directors, and the other stockholders six. At the
next annual election, however, the stockholders, other than the
city, alleging that the Act of July 3, 1851, made a contract
between the city and the other stockholders, that the city should
elect but four directors out of the thirteen, and that the act of
1867, authorizing the election of seven, violated the obligation of
that contract, proceeded to elect one Miller and eight others
directors as the directors eligible by them, and on the same day
the common council, in pursuance of the act of 1867, appointed
seven other persons as directors eligible by them. Thereupon, the
attorney general of New York, on the relation of Powers and the six
other directors appointed by the city, issued a
quo
warranto against Miller and his eight co-directors, and the
case coming to the Court of Appeals that court held that the
appointment by the city was valid, and the election of the nine
directors by the other side irregular. Miller and his co-directors
now brought the case here.
The only question involved was the constitutionality of the act
of 1867. If that act was constitutional the decision of the state
court was correct, and was to be affirmed. If the act was a
violation of the Constitution of the United States, the decision
was erroneous and was to be reversed.
Page 82 U. S. 488
MR. JUSTICE CLIFFORD delivered the opinion of the Court.
Corporate franchises, granted to private corporations, if duly
accepted by the corporators, partake of the nature of legal
estates, and the grant, under such circumstances, if it be absolute
in its terms, and without any condition or reservation, importing a
different intent, becomes a contract within the protection of that
clause of the Constitution which ordains that no state shall pass
any law impairing the obligation of contracts. Charters of private
corporations are regarded as executed contracts between the state
and the corporators, and the rule is well settled that the
legislature, if the charter does not contain any reservation or
other provision modifying or limiting the nature of the contract,
cannot repeal, impair, or alter such a charter against the consent
or without the default of the corporation, judicially ascertained
and declared. Subsequent legislation, altering or modifying such a
charter, where there is no such reservation, is plainly
unauthorized, if it is prejudicial to the rights of the
corporators, and was passed without their assent. Where such a
provision is incorporated in the charter, it is clear that it
qualifies the grant, and that the subsequent exercise of that
reserved power cannot be regarded as an act within the prohibition
of the Constitution. [
Footnote
2] Such power also, that is the power to alter, modify, or
repeal an act of incorporation, is frequently reserved to the state
by a general law applicable to all acts of incorporation, or to
certain
Page 82 U. S. 489
classes of the same, as the case may be, in which case it is
equally clear that the power may be exercised whenever it appears
that the act of incorporation is one which falls within the
reservation, and that the charter was granted subsequent to the
passage of the general law, even though the charter contains no
such condition, nor any allusion to such a reservation. [
Footnote 3]
Matters of fact, though not in dispute, must be first
ascertained, in order that the questions involved in the case may
be properly presented for decision. Briefly stated, the material
facts are as follows, as appears by the finding of the court of
original jurisdiction, and from the concessions of the parties:
That the railroad company is a corporation duly organized under
the general railroad act of the state, passed on the 2d of April,
1850, and that the articles of association were, on the 10th of
July, of the succeeding year, filed in the office of the secretary
of state; that the articles of association provided for the
construction of a railroad from Rochester to Portage, a distance of
fifty miles, with a capital of eight hundred thousand dollars, to
be divided into shares each for one hundred dollars, as therein
specified; that the stock subscribed for the corporation, paid and
unpaid, amounted to nine thousand seven hundred and seventy-five
shares, of which only five thousand five hundred and fifty-two
shares were ever fully paid, and for which certificates have been
issued. Authority was conferred upon the City of Rochester, by an
act to amend the charter of the city, to subscribe for or purchase
stock of that railroad company to the amount of three hundred
thousand dollars, and the provision was that by virtue of that
subscription or purchase, the city should acquire all the rights
and privileges, and be liable to the same responsibilities as other
stockholders of said company, except in certain particulars not
necessary to be mentioned. [
Footnote 4] Pursuant to that authority, the proper
officers of
Page 82 U. S. 490
the city subscribed for that amount of the stock of the railroad
company, and it appears that the proper officers of the railroad
company elected to receive the subscription, and that the full
amount of the subscription was paid, and that the certificates of
the shares were duly issued to the city, and that the city has ever
since been the holder and owner of the whole number of said shares.
Power was also conferred upon the city, in case the company
"elected to receive their subscription," to nominate and appoint
one director for every seventy-five thousand dollars of capital
stock held by the municipality, at the time of each election of
directors, but the further provision was that the city should have
no voice in the election of the remaining directors; consequently
the common council of the city, at the time of each annual election
of directors, elected four -- the number being limited by law to
thirteen -- and the other stockholders elected nine, without any
interference from the city authorities. Complaints arose from the
fact that four hundred and fifty-two thousand and three hundred
dollars of the stock, subscribed by parties other than the city,
had never been paid in, nor had certificates ever been issued for
any part of that unpaid subscription. On the contrary, the same was
not in existence as stock, having long before been extinguished and
forfeited for nonpayment, in consequence of which the railroad
company had abandoned the construction of their road south of Avon,
and assigned all their right of way, property, and franchises
beyond that point to another corporation, so that their railroad as
constructed and operated terminates at Avon, and is only eighteen
and three-fourth miles in length. Control of the railroad, by a
change of circumstances not contemplated when the plan was
organized, being in the hands of stockholders owning a minority of
the stock, the legislature of the state, on the 9th of March, 1861,
enacted that the common council of the city should
"have the power to nominate and appoint one director of the
company for every forty-two thousand eight hundred and fifty-five
dollars and five-sevenths of a dollar of capital stock of the said
railroad company held by
Page 82 U. S. 491
the said city, at the time of each election of directors of said
company. [
Footnote 5]"
Thereafter the common council of the city, as the plaintiffs
claim, became entitled at each annual election of directors to
elect seven of the number allowed by law, and that the other
stockholders were entitled to elect the remaining six only, as
authorized by the apportionment prescribed by the amendatory act of
the legislature. Accordingly the common council of the city, at the
annual election held in June of the succeeding year, elected seven
directors, but the other stockholders, denying the validity of the
amendatory act, elected nine directors under the old law, and the
persons so chosen immediately entered upon, used, and exercised the
said offices as directors of said corporation, and without any
warrant or authority, as insisted by the plaintiffs. Deprived of
their rights as defined by the amendatory act, the plaintiffs
brought the present action, in the nature of a writ of
quo
warranto, in the supreme court of the state, alleging that the
nine directors elected by the other stockholders have usurped the
offices of directors of the railroad company. Service was made and
the defendants appeared and filed an answer. Hearing was had and
the supreme court rendered judgment for the plaintiffs, and the
defendants transferred the cause to the Court of Appeals, where the
judgment was affirmed; thereupon the losing party sued out a writ
of error and removed the record into this Court. They seek to
reverse the judgment of the state courts upon the ground that the
act of the state legislature authorizing the common council of the
city to elect seven of the thirteen directors in the railroad
company is unconstitutional and void as repugnant to their act of
incorporation, and in support of that theory they submit the
following propositions:
(1) That the signers of the before-mentioned articles of
association, when the articles were filed in the office of the
secretary of state, became a corporation by the name specified in
those articles, with all the powers and privileges granted by the
general law of the
Page 82 U. S. 492
state upon that subject. [
Footnote 6]
(2) That the powers and privileges thus conferred were granted
by the state, and that the grant, as an act of incorporation,
became and was an executed contract.
(3) That the powers and privileges of the charter are prescribed
and defined in the general railroad law of the state.
(4) That the persons named as corporators in a charter cannot be
compelled to accept the act of incorporation, nor any modification
or extension of the powers and privileges granted, whether
conferred or modified or extended, by a special act or by virtue of
a general law.
(5) That a contract created by an act of incorporation, when
once complete, is unalterable by either party without the consent
of the other.
Undoubtedly the powers and privileges of the railroad company in
this case are the same as they would have been if the company had
been incorporated by a special act, and it may also be conceded
that the charter, when the articles of association were filed in
the office of the secretary of state, became an executed contract,
subject to the restrictions ordained by the constitution of the
state, and to the reservations contained in the general law of the
state relating to corporations, and also in the general railroad
act, which it is admitted prescribes and defines the powers and
privileges of the railroad company.
Section one of article eight of the constitution of the state
ordains as follows: corporations may be formed under general laws,
but shall not be created by special act except in certain cases.
All general laws and special acts passed pursuant to this section
may be altered from time to time or repealed. [
Footnote 7]
Provision is also made by the eighth section of the act defining
the powers, privileges, and liabilities of corporations that the
charter of every corporation that shall hereafter be granted by the
legislature shall be subject to alteration,
Page 82 U. S. 493
suspension, and repeal, in the discretion of the legislature.
[
Footnote 8]
Articles of association for the incorporation of railroad
companies cannot be filed and recorded in the office of the
secretary of state until at least one thousand dollars of stock for
every mile of railroad proposed to be made is subscribed thereto,
nor without complying with the other conditions specified in the
second section of the general railroad act, and the first section
of the act provides that such corporation shall be subject to the
provisions (except those enacted in the seventh section) contained
in title three of chapter eighteen of the first part of the revised
statutes, which includes section eight, containing the reservation
that the charter of every corporation that shall hereafter be
granted shall be subject to alteration, suspension, and repeal, in
the discretion of the legislature. [
Footnote 9] Such a reservation therefore is not only
ordained by the constitution of the state, but it has been twice
enacted by the legislature, and it is conceded that both of those
statutes are in full force. Superadded to those reservations is the
further one, contained in the forty-eighth section of the general
railroad act, which provides that the legislature may at any time
annul or dissolve any corporation formed under this act, the effect
of which, it is admitted by the defendants, is to incorporate into
the grant a power of revocation, which seems to supersede all
necessity for any further remark upon the subject. [
Footnote 10]
Much consideration was given to the question under consideration
in the case of
Dartmouth College v. Woodward, [
Footnote 11] in which the right of
the state was denied to amend the charter granted to the college by
the Crown before the Revolution, and to modify and restrict the
same without the consent of the trustees under the charter. Four
propositions were decided by the Court in that case, the opinion
being given by the Chief Justice:
(1) That the charter was a contract within the meaning of that
clause of the Constitution which ordains that no state shall pass
any law impairing the obligation of
Page 82 U. S. 494
contracts.
(2) That the charter was not dissolved by the Revolution.
(3) That the acts of the state legislature altering the charter
in a material respect without the consent of the corporation was an
act impairing the obligation of the charter, and was
unconstitutional and void.
(4) That the college, under its charter, was a private and not a
public corporation.
Concurring opinions were also given by two of the Associate
Justices, and Judge Story, in enforcing his views, remarked that
where a private corporation is thus created by the charter of the
Crown, it is subject to no other control on the part of the Crown
than what is expressly or implicitly reserved by the charter
itself. Unless a power be reserved for this purpose, the Crown
cannot, in virtue of its prerogative, alter or amend the charter or
divest the corporation of any of its franchises, or add to them, or
augment or diminish the number of trustees, or remove any of the
members, or change or control the administration of the funds, or
compel the corporators to receive a new charter.
Prior to that adjudication, the Supreme Court of Massachusetts
had decided that rights legally vested in a corporation cannot be
controlled or destroyed by any subsequent statute unless a power
for that purpose be reserved to the legislature in the act of
incorporation, and the learned judge having referred to that case
remarked that the principles there laid down are so consonant with
justice, sound policy, and legal reasoning, that it is difficult to
resist the impression of their perfect correctness, showing very
plainly that such legislation would be valid if the power for that
purpose is reserved in the act incorporating the company. [
Footnote 12] Conclusive evidence
that such was the opinion of that learned judge is also derived
from his subsequent remarks in that same case, in which he says
that any act of a legislature which takes away any powers or
franchises vested by its charter in a private corporation or its
corporate officers, or which restrains or controls the legitimate
exercise of them,
Page 82 U. S. 495
or transfers them to other persons without its assent is a
violation of the obligations of the charter, adding: "If the
legislature mean to claim such an authority, it must be reserved in
the grant." [
Footnote
13]
Where such a provision is incorporated in the charter, it is
clear that it qualifies the grant and that the subsequent exercise
of that reserved power cannot be regarded as an act within the
prohibition of the Constitution. [
Footnote 14]
Members of banking associations, it was enacted by the general
banking law of New York, should not be individually liable for the
debts of the association unless it was so provided in the articles
of organization, but this Court held, in the case of
Sherman v.
Smith, [
Footnote 15]
that a subsequent statute imposing such a liability upon the
shareholders of the association was a valid law, as the charter
reserved to the legislature the power to alter or repeal the act of
incorporation. Such a conclusion was earnestly resisted at the bar,
as the conditional exemption from such liability was embodied in
the articles of association, but the court overruled the defense
upon the ground that the reservation in the charter of the right to
alter or repeal the act was paramount and controlling.
Decisions of the state courts, in repeated instances both before
and since that time have been made to the same effect. When that
case was before the Court of Appeals before the record was removed
here for revision, the Court of Appeals decided that the provision
reserving to the legislature the power to alter or repeal the
general banking law became a part of the contract with every
association formed under it, and that the state might modify it
prospectively or retrospectively without infringing the article of
the federal Constitution which ordains that no state shall pass any
law impairing the obligation of contracts, and this Court affirmed
the judgment in that case. [
Footnote 16]
Page 82 U. S. 496
Laws could not be enacted under the constitution in force when
the general banking law was passed to create, alter, continue, or
renew any body politic or corporate without the assent of
two-thirds of the members in each branch of the legislature.
Consequently it was contended that the members of such
associations, subsequently created, could not be affected by the
statute declaring that shareholders should be liable individually
for the debts of the association, but the Court of Appeals
reaffirmed the decision in the preceding case and determined that
the statute imposing that liability was a valid exercise of the
power reserved in that act and that its effect was that the
franchises and privileges granted were at all times subject to
abrogation or change by the legislative power of the state; that
the power reserved was one to be exercised at any time by the
existing legislative authority, however constituted, and in any
mode conforming to the organic law of the state for the time being.
[
Footnote 17]
Exactly the same principle was adopted in the case of
Railroad v. Dudley, [
Footnote 18] where it was held that an alteration of the
charter of the company, made by the legislature in pursuance of the
power reserved to alter or repeal the act, by changing its name,
increasing its capital, and extending its road, did not discharge a
subscriber to the stock from liability for his subscription,
whether such alteration was or was not beneficial to him, the
alteration having been duly made and without fraud on the part of
the company. [
Footnote
19]
Under such a reservation it is also held by the same court that
a member of the corporation holds his stock subject to such
liability as may attach to him in consequence of an extension or
renewal of the charter, made without his application or consent,
and that the estate of an intestate succeeds to the individual
liability imposed on the owner in his lifetime as a stockholder, in
a corporation whose charter would
Page 82 U. S. 497
have expired if it had not been renewed, but was extended after
his death, and that his administrator was liable for debts of the
corporation contracted after the death of the intestate. [
Footnote 20]
Even the defendants admit that the exact question presented for
decision in this case was decided by the supreme court of the state
in the case between these same parties or some of them, and which
was subsequently transferred to the Court of Appeals, and was there
reversed upon an exception involving a question of local law.
[
Footnote 21]
Nearly forty years earlier, the same question substantially was
decided in the same way by the chancellor of that state, in which
he held that where a state legislature reserves to itself, in the
very charter it grants to a private corporation, the right of
altering, amending, or repealing the act of incorporation, a
subsequent repeal of the charter is valid and constitutional; that
such a reservation in the charter of a corporation, upon common law
principles, is not repugnant to the grant, but a constitutional
limitation of the powers granted. [
Footnote 22] Few or none, it is presumed, will question
the correctness of that rule, but the Court here is of the opinion
that the reservation is equally valid and effectual if it exists in
the constitution of the state or in a prior general law. [
Footnote 23] So where the
legislature, in granting a charter to an insurance company,
reserved the right to alter it, and they subsequently exercised
that right by declaring that if the assets of such corporation
should pass into the hands of a receiver, he might make assessments
upon the premium notes, it was held that this was a legitimate
exercise of the reserved power and that it fully authorized the
receiver to make assessments whenever it became necessary to carry
the intention
Page 82 U. S. 498
of the legislature into effect. [
Footnote 24] Power to legislate founded upon such a
reservation in a charter to a private corporation is certainly not
without limit, and it may well be admitted that it cannot be
exercised to take away or destroy rights acquired by virtue of such
a charter, and which by a legitimate use of the powers granted have
become vested in the corporation, but it may be safely affirmed
that the reserved power may be exercised, and to almost any extent,
to carry into effect the original purposes of the grant or to
secure the due administration of its affairs so as to protect the
rights of the stockholders and of creditors, and for the proper
disposition of the assets. [
Footnote 25] Such a reservation, it is held, will not
warrant the legislature in passing laws to change the control of an
institution from one religious sect to another, or to divert the
fund of the donors to any new use inconsistent with the intent and
purpose of the charter, or to compel subscribers to the stock,
whose subscription is conditional, to waive any of the conditions
of their contract. [
Footnote
26]
Attempt is made in this case to show that the right to elect all
of the directors except four had become vested in the stockholders
owning a minority of the shares, and that the amendatory act giving
to the city the power to elect seven impairs that vested right, but
the Court is entirely of a different opinion, as the legislature in
conceding that right made the concession subject to the reserved
power to alter or repeal the charter, as ordained in the
constitution of the state, and also in the several statutes
mentioned, which clearly give to the legislature the power to
augment or diminish the number or to change the apportionment as
the ends of justice or the best interest of all concerned may
require.
Page 82 U. S. 499
All parties supposed, when the charter was formed and when the
subscriptions to the stock were paid that the capital stock would
be eight hundred thousand dollars and that the right conceded to
the city to elect four out of the thirteen directors would give the
city a fair proportion of the whole number, but circumstances have
changed in consequence of the failure of a large class of the
subscribers to the stock to make good their subscriptions. Payments
being refused, the corporation found it necessary to reduce the
capital stock and to shorten the route, as before explained.
These changes from the original design made new legislation
necessary to the ends of justice, and the amendatory act was passed
to effect that object, and the Court is of the opinion that the
amendatory act is a valid law, and that the judgment should be
Affirmed.
[
Footnote 1]
The provisions last above quoted at the top of the page.
[
Footnote 2]
Pennsylvania College
Cases, 13 Wall. 213.
[
Footnote 3]
Fletcher v.
Peck, 6 Cranch 136;
Terret
v. Taylor, 9 Cranch 51.
[
Footnote 4]
Session Acts 1851, p. 768.
[
Footnote 5]
Sessions Acts 1867, p. 92.
[
Footnote 6]
3 Edm.Stats. 618, §§ 1-4.
[
Footnote 7]
Constitution of 1846, Article 8, § 1.
[
Footnote 8]
Revised Statutes, 600.
[
Footnote 9]
Session Acts 1850, 212, § 1.
[
Footnote 10]
Ib., p. 234.
[
Footnote 11]
17 U. S. 4
Wheat. 675.
[
Footnote 12]
Dartmouth College v.
Woodward Case, 4 Wheat. 708;
Wales v.
Stetson, 2 Mass. 146.
[
Footnote 13]
Dartmouth College v.
Woodward, 4 Wheat. 712; Cooley's Constitutional
Limitations 279.
[
Footnote 14]
Pennsylvania College
Cases, 13 Wall. 213.
[
Footnote 15]
66 U. S. 1 Black
587.
[
Footnote 16]
Oliver Lee & Co.'s Bank, 19 N.Y. 146.
[
Footnote 17]
Reciprocity Bank, 22 N.Y. 14;
White v. Railroad
Co., 14 Barb. 559.
[
Footnote 18]
14 N.Y. 348.
[
Footnote 19]
See also Plankroad v. Thatcher, 11 N.Y. 110.
[
Footnote 20]
Bailey v. Hollister, 26 N.Y. 116;
Clarke v. City of
Rochester, 28
id. 631;
People v. Hills, 35
id. 449.
[
Footnote 21]
People v. Hills, 46 Barb. 344.
[
Footnote 22]
McLaren v. Pennington, 1 Paige Ch. 102.
[
Footnote 23]
Pennsylvania College
Cases, 13 Wall. 213;
General Hospital v.
Insurance Co., 4 Gray 227;
Roxbury v. Railroad Co., 6
Cushing 424;
Suydam v. Moore, 8 Barb. 363; Angel &
Ames on Corporations, 9th ed., § 767.
[
Footnote 24]
Hyatt v. McMahon, 25 Barb. 467.
[
Footnote 25]
Commonwealth v. Essex Co., 13 Gray 253;
Miller v.
Railroad Co., 21 Barb. 517.
[
Footnote 26]
State v. Adams, 44 Mo. 570;
Zabriskie v. Railroad
Co., 3 C.E.Green 180;
Railroad Co. v. Veazie, 39 Me.
581;
Sage v. Dillard, 15 B.Monroe 357.
MR. JUSTICE BRADLEY, with whom concurred MR. JUSTICE FIELD,
dissenting.
I dissent from the opinion of the Court in this case on the
ground that the agreement with respect to the number of directors
which the City of Rochester should elect was not a part of the
charter of the company, but an agreement outside of and collateral
to it. Whilst the legislature may reserve the right to revoke or
change its own grant of chartered rights, it cannot reserve a right
to invalidate contracts between third parties, as that would enable
it to reserve the right to impair the validity of all contracts,
and thus evade the inhibition of the Constitution of the United
States.
[See the
82 U. S. ]
