If the provisions of a special charter or a special authority
derived from the legislature can reasonably well consist with
general legislation whose words are not absolutely harmonious with
it, the two are to be deemed to stand together -- one as the
general law of the land the other as the law of the particular
case.
Where a state had publicly promised that the notes of a bank in
which it was the sole stockholder, and for whose bills it was
liable, should be taken in payment of taxes and all other debts due
to the state, and so impressed the credit of the state upon the
notes,
held that when the state afterwards intended to
terminate this obligation (as it could do upon reasonable notice as
to after-issued bills), it was bound to do it openly and in
language not to be misunderstood. As a doubtful or obscure
declaration would not be a proper one for the purpose, so it was
not to be imputed.
The court construes different sections of the statutes of the
State of South Carolina relating to the banks of that state, and
holds, under the sixteenth section of the charter of the bank known
as "the President and Directors of the Bank of the State of South
Carolina," or more briefly "the Bank of the State," (which enacted
"that the bills or notes of the said corporation originally made
payable, or which shall have become payable on demand, in gold or
silver coin, shall be receivable in all payments for taxes or other
moneys due the state") -- that the bills of the bank, although
issued after December 20, 1860, were a legal tender for the payment
of taxes due the state in 1870, notwithstanding the fact that the
bank at the time of their presentation did not redeem its notes in
specie, and notwithstanding that in 1843 the legislature bad
enacted that "all taxes for the service of the state shall be paid
in specie ... or the notes of specie-paying banks."
Between the years 1801 and 1812 the Legislature of South
Carolina incorporated five banks,
viz., the Bank of South
Carolina, in 1801; the State Bank of South Carolina, in 1802; the
Union Bank, and the Planters' and Mechanics' Bank, in 1810, and
"the President and Directors of the Bank of South Carolina," called
for brevity THE BANK OF THE STATE OF SOUTH CAROLINA, and sometimes
THE BANK OF THE STATE, in 1812.
The preamble to the act of incorporation of this last-named
Page 84 U. S. 426
bank set forth that
"It is deemed expedient and beneficial to the state and the
citizens thereof to establish a bank on the funds of the state for
the purpose of discounting paper and making loans for longer
periods than has heretofore been customary, and on security
different from what has hitherto been required."
The charter then declared that certain stocks, which were
designated, should constitute and form the capital of the said bank
and be vested in the president and directors, who should be
appointed in a manner there provided, and then adds:
"And the faith of the state is hereby pledged for the support of
the said bank and to supply any deficiency in the funds specially
pledged, and to make good all losses arising from such
deficiency."
The sixteenth section of the charter to this bank provided, as
did also the same section in the charters of the four other banks
above referred to, as incorporated in previous years,
"That the bills or notes of the said corporation, originally
made payable, or which shall have become payable, on demand, in
gold or silver coin, shall be receivable at the treasury of this
state, and by all tax collectors and other public officers, in all
payments for taxes or other moneys due to the state."
In 1832, the bank last named (the Bank of the State) and of
which we are principally to speak was rechartered by an
enactment,
"That an act entitled an act to establish a bank in behalf of,
and for the benefit of the state, passed on the 19th December in
the year of our Lord 1812, and all other acts now of force relating
to the conduct and operations of the said bank, be, and they are
hereby, reenacted and continued of force until the 1st May,
1856."
In 1852 the charter was again renewed in these terms:
"That from and after the expiration of
the present
charter of the Bank of the State of South Carolina, the same
shall be, and
Page 84 U. S. 427
is hereby extended until the 1st of January, which will be in
the year of our Lord, 1871."
So the charters of the four other banks were at different times
extended, and among the times of the first two in 1822 and 1833,
and of the last two in 1830, and in all these extensions or
recharters the privileges of the sixteenth section of making the
notes receivable in payment of taxes, irrespectively of the fact
whether the notes were redeemable in specie, were retained. We
speak hereafter of a recharter of these four banks in 1852 and
1853, when these privileges were not retained.
In 1857, in the act to raise supplies for the year commencing in
October, 1857, it is provided:
"That the comptroller general shall direct the tax collectors
and treasurers to receive the taxes and other dues to the state
only in notes of the Bank of the State, OR of specie-paying banks
of this state, or in coin of the United States."
In 1865, the legislature declared that the branches and agencies
of the Bank of the State of South Carolina should be closed, and
the principal bank in Charleston cease to be a bank of issue, and
continue to act as a bank of deposit until further orders of the
legislature.
In 1868, the legislature passed an act to close the operations
of the bank, and by the fourth section of the act enacted
"That the sixteenth section of the act, ratified the 19th
December, 1812, entitled 'An act to establish, a bank on behalf of
and for the benefit of the state,' and all acts and parts of acts
which render the bills of said corporation receivable in payment of
taxes and all other dues to the state, be, and the same are hereby
repealed."
In the year 1843 -- that is to say before the date of the second
recharter above mentioned of the Bank of the State, the legislature
passed an act "prescribing the duties of certain officers in the
collection of supplies, payment of salaries, and for other
purposes," and the first section of this act enacted,
"That all taxes for the use and service of the state shall
be
Page 84 U. S. 428
paid in specie, 'paper medium,' [
Footnote 1] or the notes of specie-paying banks."
This was a permanent act. But in all previous years, with the
exception of the year 1837, of which we speak directly, as far back
at least as 1826, the same enactment had been introduced into each
annual appropriation bill as a special enactment. In 1837, in which
year there was a general suspension of specie payments throughout
the United States, the enactment was: [
Footnote 2]
"That the taxes be paid in specie . . . or the bills of the
banks of the state. And if any bank shall in the opinion of the
comptroller general become unsafe, it shall be his duty to order
their reception to be discontinued by the tax collectors."
So far as regards the Bank of the State of South Carolina and
the four other banks named in connection with it.
We now pass to certain banks incorporated in years of later
date.
Between the year 1831 and the year 1836, seven of these banks
were incorporated by the state, to-wit: the Commercial Bank of
Columbia, in 1831; the Merchants' Bank for South Carolina at
Cheraw, in 1833; the Bank of Charleston, in 1834; the Bank of
Camden, in 1835; the Bank of Hamburg, in the same year; the Bank of
Georgetown, and the Southwestern Railroad Bank, in 1836. Except in
the case of the one last named, the charters of each of these banks
contained a section in the words following,
viz.:
"The bills or notes of the said corporation, originally made
payable on demand, or which shall have become payable, in gold or
silver, current coin, shall be receivable by the treasurers, tax
collectors, solicitors, and other public officers in all payments
for taxes or other moneys due to the state so long as the said bank
shall pay gold and silver, current coin, for their notes; but
whenever there shall be a protest on any of the bills
Page 84 U. S. 429
or notes of the said bank for nonpayment of specie, the
comptroller general shall be authorized, and he is hereby required,
to countermand the receipt of the bills and notes of the said bank
in payment of taxes or debts due to the state unless good and
satisfactory cause shall be shown him by the said corporation for
protesting in a court of justice the payment thereof."
The charter of the remaining bank was to the same effect,
omitting the direction to the comptroller general and his action
thereon.
Reverting now to the five earlier banks and to recharters of
them, the reader will remember that in the recharters of the Bank
of the State of South Carolina made first in 1832 and again in
1852, "the same," the old charter of 1812 -- including, of course,
the sixteenth section -- was continued. And that the same thing was
true of the four other banks so far as related to their recharters
as made in 1822, 1830, and 1833. But while in regard to the Bank of
the State of South Carolina, no variation was made on the old
charter during the active existence of the bank, nor until the
legislature in 1868 passed the act to close its operations, the
same was not true of the other four early banks which we have
spoken of chiefly in connection with it. A variation was finally
made on them. And when,
after their recharters of 1822,
1830, and 1833, they were again rechartered in 1852 and 1853, the
old sixteenth section was not reenacted in regard to them, but they
were made subject to the last above-quoted restriction of the later
banks -- the banks, namely, incorporated between the years 1831 and
1836.
In this condition of state legislation, one Wagner, who was
indebted to the state for taxes for the year 1870, tendered to a
certain Stoll, a collector of taxes, whose duty it was to collect
and receive such taxes, in payment of his taxes, bills of the
already mentioned "the President and Directors of the Bank of the
State of South Carolina," or as more briefly called the Bank of the
State of South Carolina, or Bank of the State. The bills were
issued after December 20th, 1860,
Page 84 U. S. 430
though not in aid of the rebellion. At the time of their
presentation, the bank did not redeem its notes in specie. The
officer refused to receive them, and Wagner presented his petition
to the court below for a mandamus to compel him to receive the
same.
The question in the case was the nature and extent of the
obligation of the contract which, under the sixteenth section of
the charter of the Bank of the State, arose between the State of
South Carolina and the holder of bills of the bank to receive the
bills in payment of taxes due the state.
It was asserted by Stoll, the tax collector, that the sixteenth
section of the charter of the bank had been repealed or so far
modified by the act passed in 1843 -- enacting [
Footnote 3] that "all taxes for the use and
service of the state shall be paid in specie, paper medium, or the
notes of specie-paying banks of this state" -- that thereafter the
bills of the bank in question were not receivable for taxes due to
the state unless the bank was in fact at the time the taxes became
payable a bank that redeemed its notes in specie, the argument
being that although by this sixteenth section of the charter of the
bank the receivability of its notes in payment of taxes or other
moneys due to the state, was guaranteed, whether they were or were
not in fact redeemed in coin when presented for payment, yet that
the Act of 1843 prohibited the receipt in payment of taxes of the
notes of any bank which did not in fact redeem its notes in specie
when presented for payment, and that the latter act being
inconsistent with the former effected its repeal or
modification.
The supreme court of the state thought this argument sound and
adjudged that the tax collector of the state was not bound to
receive them, and refused the mandamus.
To reverse that judgment this writ of error was taken. The case
was twice argued: first at the last term, and now again much more
fully at this.
Page 84 U. S. 431
MR. JUSTICE HUNT delivered the opinion of the Court.
It is evident from a comparison of the different statutes
incorporating the banks -- 1st, that as to all the banks, the
statutory description of their notes to be received in payment of
taxes, referred to the form of the notes,
viz., those
expressed upon their face to be payable in gold or silver, and
which are originally or by lapse of time had become payable on
demand, and not to the fact that specie was actually paid when the
notes were presented for payment, and 2dly that the legislature
intended to provide that a different rule should be applied to the
two classes of banks. In the case of the banks chartered between
1801 and 1812, it was simply provided that their bills should be
received in payment of taxes and other moneys due to the state. In
the case of those chartered between the years 1831 and 1836, it was
provided that their bills should be thus receivable so long only as
they should pay gold and silver, current coin, for their notes. The
two classes of banks were thus confessedly placed upon a different
basis, and so remained when the Act of 1843 was passed.
To justify this Court in holding that the act passed in that
year repealed or modified the sixteenth section of the charter of
the bank in question, it must appear that the later provision is
certainly and clearly in hostility to the former. If, by any
reasonable construction, the two statutes can stand together, they
must so stand. If harmony is impossible, and only in that event,
the former law is repealed in part or wholly, as the case may be.
[
Footnote 4] The principle is
thus expressed in
Daviess v. Fairbairn: [
Footnote 5]
"If a subsequent statute be not repugnant in all of its
provisions to a prior one, yet if the latter statute clearly intend
to prescribe the only rule which shall govern, it repeals the prior
one."
Is it clear and certain that the Act of 1843 was intended to
prescribe the only rule to govern the receivability of bank
Page 84 U. S. 432
notes, and that a different rule was not intended to be applied
to the banks chartered before 1812, and those chartered after 1831?
Were not the words "the specie-paying banks," in the Act of 1843,
intended as a description of the banks then in existence, and which
then actually paid specie on their notes, as if the act had
said
"all taxes . . . shall be paid in specie, . . . or the notes of
the banks of the state now paying specie in conformity with their
charter, to-wit, the notes of the Bank of the State of South
Carolina, the Union Bank &c.?"
The statute book shows that for many years prior to 1843, at
each successive session, the legislature passed an annual supply
bill in which was regularly reenacted the provision that the taxes
due to the state for that year should be paid in specie, paper
medium (a currency now at an end), or in the notes of specie-paying
banks. This was a temporary and annual act, and was enacted yearly
at least as early as the year 1826, until and including the year
1842, with the exception of the year 1837. In the year 1837, it is
said the banks were in a state of suspension, and the legislature
enacted that the taxes should
"be paid in specie, . . . or the bills of the banks of the
state, and if any bank shall, in the opinion of the comptroller
general, become unsafe, so that its bills ought not to be received
at the Treasury, it shall be his duty to order their reception to
be discontinued by the tax collectors."
In the year 1843, the provision above recited and so frequently
adopted was reenacted as a part of the general law of the state,
and it was no longer embraced in the annual supply bill.
Whether contained in the annual supply bills or in the more
durable form of the Act of 1843, we are satisfied that that act was
not intended by the legislature as a repeal of the sixteenth
section of the act incorporating the Bank of the State of South
Carolina.
To sustain this view, we refer to the acts extending the charter
of the bank in question. It was chartered in the year 1812. Its
charter expired in the year 1832, and was in
Page 84 U. S. 433
that year extended for a further term of twenty years. In the
year previous, in the succeeding year, and in this same year, the
legislature enacted the provision that "taxes should be paid in
specie, paper medium, or the notes of the specie-paying banks of
the state." It however reenacted in its extended charter the
provision that the notes of the Bank of the State should be
receivable in payment of taxes if payable in form in specie and on
demand.
Again, in the year 1852, nine years after the passage of the Act
of 1843, the legislature for the second time extended the charter
of this bank, including the original sixteenth section. If there be
a conflict between these statutes, it might well be argued that the
Act of 1852 reenacting the sixteenth section operated as a repeal
of the law of 1843 so far as it related to this bank. Whether this
be the case or whether the two are to be continual as both
continuing in force and as being applicable to different subjects,
the result is the same, that the sixteenth section remains in
force.
This view is further illustrated by the fact that the four other
banks whose charters were granted prior to 1812 were extended
without any alteration of their charters. Notwithstanding the
yearly enactment that taxes should be collected in gold and silver
or the notes of specie-paying banks, the charters of the State Bank
and of the Bank of South Carolina were extended in the year 1822,
and those of the Union Bank and of the Planters' and Mechanics'
Bank, in the year 1830, and again in 1833 the charters of the State
Bank and the Bank of South Carolina were further extended, and in
each instance the provision was retained making the notes
receivable in payment of taxes without reference to the fact that
their notes should be redeemed in specie. It is difficult to
believe that the legislature intended the Act of 1843 to act as a
repeal or modification of these laws, some passed prior and some
subsequent to that date.
It is evident, again, that the Legislature of South Carolina,
when they intended that the bills of non-specie-paying banks should
not be received in payment of taxes, used language perfectly
adapted to that purpose, and indicated the process
Page 84 U. S. 434
by which it would easily, but certainly, be accomplished. Thus,
in the charters of the banks incorporated between the years 1831
and 1836 is found the provision already quoted,
viz.:
"That the bills or notes of said corporation, originally made
payable on demand, or which shall have become payable, in gold or
silver, current coin, shall be receivable by the treasurers, tax
collectors, solicitors, and other public officers, in all payments
for taxes or other moneys due to the state, so long as said bank
shall pay gold and silver, current coin, for their notes. But
whenever there shall be a protest on any of the bills or notes of
said bank, for nonpayment in specie, the comptroller general shall
be authorized, and is hereby required, to countermand the receipts
of the bills and notes of the bank, in payment of taxes and debts
due to the state, unless good and satisfactory cause shall be shown
him, by the said corporation, for contesting in a court of justice
the payment thereof."
It is thus expressly enacted that its bills shall be receivable
for taxes so long only as the said bank shall pay gold or silver
current coin for its notes. A precise definition is given of what
constitutes a failure so to pay, to-wit, a protest for nonpayment
in specie of its notes or bills, and a mode is provided of
precluding their further reception, to-wit, the action of the
comptroller general.
Again, when the charters of the four early banks, the associates
of the Bank of the State, in date as well as in the terms of their
charter, were last extended, in 1852 and 1853, they were subjected
to the same restrictions as the other banks mentioned. Their
recharter was expressly made subject to the condition that their
notes should be received in payment of taxes so long only as the
banks should pay gold and silver current coin for their notes.
The Bank of the State was the property of the state. The state
was its only stockholder, and its faith and credit stood publicly
pledged for the payment of its notes. In the case of that bank, all
the specifications are absent. The legislature intentionally
omitted to say that its bills should not be receivable for taxes
when it failed to redeem them in specie.
Page 84 U. S. 435
It omitted to furnish the test of non-specie-payment, a protest,
and omitted to authorize the comptroller general to forbid their
reception.
It is scarcely credible under these circumstances that the
legislature intended the Bank of the State to stand upon the same
plane with the other banks. We do not think it was so intended or
that such is the legal effect of the statutes we have been
considering.
The absence, in the case of the Bank of the State, of the
necessary machinery to prevent the reception of its notes if it
ceased to be a specie-paying bank affords a strong argument in
support of this view. The notes were intended to be received by the
hundreds of tax collectors throughout the state, a class of men not
usually qualified to decide nice legal questions and not elected
with a view to their capacity to make such decisions. Yet the
question of whether a bank was a specie-paying bank or a
non-specie-paying bank rested in the judgment and decision of the
collector. If one collector held as a matter of law that a bank
which paid specie on its bills but refused to pay specie on its
deposits was a specie-paying bank, he could receive its notes in
payment of taxes. If the collector in an adjoining district held
that the payment of its deposits was a more important element than
the redemption of its notes in specie, and that this afforded the
test of a specie-paying bank, the notes could be refused by him.
Great and inevitable confusion would result. That such confusion
was anticipated, and that it was intended to be avoided, is evident
from the clear, detailed, and precise provisions applied to those
banks where the actual payment of specie by them was intended to be
required. These details not being provided for the Bank of the
State, a strong argument arises that the actual payment of specie
was not intended to be required of that bank.
That the principle of implied repeal or modification does not
apply to the charter of the Bank of the State we are considering is
evident also from two other considerations:
1. The State of South Carolina had publicly undertaken and
promised that the notes of this bank should be taken in payment
Page 84 U. S. 436
of taxes and all other debts due to the state. It impressed the
credit of the state upon the notes. Every man who held and received
them had a right to rely upon this promise. When the state intended
to terminate this obligation, as it has been held it could do upon
reasonable notice and as to after-issued bills, it was bound to do
it openly, intelligibly, and in language not to be misunderstood.
As a doubtful or obscure declaration would not be justifiable, so
it is not to be imputed.
2. The provisions of a special charter or a special authority
derived from the legislature are not affected by general
legislation on the subject. The two are to be deemed to stand
together -- one as the general law of the land, the other as the
law of the particular case. [
Footnote 6]
In September, 1868, an act was passed by the Legislature of
South Carolina to close the operations of this bank. In the fourth
section it was enacted that the original act,
"and all acts and parts of acts, which render the bills of said
corporation receivable in payment of taxes and all other debts due
to the state, be, and the same are hereby, repealed."
The sixteenth section was the act, the extension of 1832 and the
extension of 1852 were "the parts of acts" which rendered its bills
receivable in payment of taxes. This was the explicit and
intelligible declaration to which the public was entitled to, and
the legislature intended to terminate the receivability of its
notes in payment of taxes or debts due to the state. At this time,
and not before, was the sixteenth section of its charter actually
and legally repealed.
Much that is difficult in the consideration of the case of this
bank is explained by the fact that the state itself was its sole
stockholder, receiving all the benefits of its bills issued, and
responsible for all its losses and the payment of its bills.
Upon the whole case, we are clear that the judgment below
Page 84 U. S. 437
must be
Reversed and a mandamus issued to the collector directing
him to receive in payment of the relator's taxes the bills offered
by him.
[
Footnote 1]
This "paper medium" was a currency issued in 1785, of which it
was supposed that some remnant might be outstanding.
[
Footnote 2]
6 South Carolina Statutes at Large 584.
[
Footnote 3]
See supra, pp.
84 U. S. 427-428.
[
Footnote 4]
Dwarris on Statutes 530; Sedgwick on Statutes 126;
United States v.
Tynen, 11 Wall. 88,
78 U. S. 92;
Henderson's
Tobacco, 11 Wall. 657.
[
Footnote 5]
70 U. S. 3 How.
636,
70 U. S.
643.
[
Footnote 6]
See Dillon on Municipal Corporations § 54, where
many cases to this effect are collected.
BRADLEY, J.:
I dissent from the opinion of the Court in this case. I agree
that the Legislature of South Carolina meant the same thing by the
expression "notes of specie-paying banks" and the expression "notes
of banks payable in specie," or an equivalent phrase. But in my
judgment it was meant by both expressions to indicate "notes of
banks actually paying specie."
The other questions in the case were not raised or considered,
and need not be adverted to.
MR. JUSTICE SWAYNE did not sit in this case.
