Page:Henry Osborn Taylor, A Treatise on the Law of Private Corporations (5th ed, 1905).djvu/455

 chap, vni.] CORPORATION AND STATE. [§ 453. "Woodward ; l and that in respect of the constitutional provision against the enacting of a law by a state impairing the obliga- tion of contracts, the grant is to be construed strictly in favor of the state, and as giving no rights against the public by implication, was decided by The Charles River Bridge v. The Warren Bridge. 2 These three cases outline the constitutional doctrines on this subject. 14 Wheaton, 518. "The objects for which a corporation is created are universally such as the govern- ment wishes to promote. They are deemed beneficial to the country; and this benefit constitutes the con- sideration, and in most cases the sole consideration of the grant. 1 ' Marshall, C. J., 4 Wheaton, p. 637. "The opinion of the court, after mature deliberation, is, that this is a contract, the obligation of which cannot be impaired without violat- ing the Constitution of the United States. This opinion appears to us equally supported by reason and by the former decisions of this court." lb., p. 650. Accord, The Bingham- ton Bridge, 3 Wall. 51, where, at p. 73, Davis, J., says, giving the opin- ion of the court : " We have sup- posed, if anything was settled by an unbroken course of decisions in the Federal and state courts, it was that an act of incorporation was a con- tract between the state and the stock- holders.'" It would be a work of supererogation to cite cases in sup- port of the above proposition. Still the following may be referred to: Planters' Bank v. Sharp, 6 How. 301; State Bank of Ohio v. Knoop, 16 How. 369; Bank of the State v. Bank of Cape Fear, 13 Ired. (N. C.) Law, 75; Jemison v. Planters', etc., Bank, 23 Ala. 168; Aurora, etc., Turnpike Co. v. Holthouse, 7 Ind. 59; Hamilton v. Keith, 5 Bush. (Ky.) 458; Regents of the University of Maryland v. Williams, 9 Gill & J. 365; Norris v. Trustees of Abing- ton Academy, 7 Gill & J. 7; People v. Manhattan Co., 9 Wend. 351; Com- monwealth v. Cullen, 13 Pa. St. 133; State v. Noyes, 47 Me. 189. Contra, Mechanics and Traders' Bank v. De- bolt, 1 Ohio St. 591; Toledo Bank v. Bond, ib. 622; Skelly v. Jefferson Branch Bank, 9 Ohio St. 606. The legislature may alter the charter with the assent of all the corporators. Smead v. Indianapolis, P. and C. R. R. Co., 11 Ind. 104. In construing the charter contract between the corporation and the state, reference is also to be had to existing statutes. Thus, a charter granted the franchise to construct a toll-bridge; at the time, there exist- ed a law forbidding the erection of one toll-bridge within three miles of another. Held, subsequent legisla- tion permitting another toll-bridge within three miles of the first was unconstitutional. Micou v. Tallas- see Bridge Co., 47 Ala. 652; com- pare The Binghamton Bridge, 3 Wall. 51. 2 11 Peters, 420; see Pearsall v. Rail- way, 161 U. S. 647; Skaneateles Water Co. v. Skaneateles, 184 U. S. 354; Hartford Br. Co. v. Union Ferry Co., 29 Conn. 210; Fitch v. New Haven, New London, etc., R. R. Co., 30 Conn. 38; Mills v. St. Clair Co., 8 How. 569; Fanning v. Gregoire, 16 How. 524; Shorter u. Smith, 9 Ga. 517; Collins v. Sherman, 31 Miss. 435