Page:Henry Osborn Taylor, A Treatise on the Law of Private Corporations (5th ed, 1905).djvu/473

 CHAP. VIII.] CORPORATION AND STATE. [§ 464. had undertaken to prohibit its officers from acting under the statute, and when the court, if it required the officer to pro- ceed, could not protect him with a judgment to which the state was a party. 1 " The court, when a state cannot be sued, can- not set up its jurisdiction over the officers in charge of the pub- lic moneys, so as to control them, as against the political power, in their administration of the finances of the state." 2 This decision pointed towards the proposition which the Supreme Court has finally declared ; that whenever, in order to enable a court to grant the relief sought, it appears that a state is an indispensable party to the suit, the court has no jurisdiction. 3 § 463. Here must be noticed further and important limita- tions on the rights, which a corporation can acquire,. . . . -ii • • Limitations through its contract with the state, arising from lim- on the itations on the powers of the state legislatures. For acquirable the purposes of government, except as its powers are corporation restricted by the Federal constitution, a state may, against the perhaps, be regarded as sovereign. Bnt the legisla- through ture of the state is not the state, and its powers are restricted (a) by the state constitution, and (b) by certain doc- trines of constitutional law. § 464. If the state constitution provides that the power to alter, amend, and repeal shall always be reserved to the state in enabling statutes or in charters of incor- poration, the legislature cannot act in violation of this provision; it cannot contract with the corpora- tion not to change the corporate constitution. 4 Such a contract would be void, for constitutional provisions are im perative. Likewise, if the state constitution provides that rail Restrictions in state con- stitutions on state legisla- tures. 1 Louisiana v. Jumel, 107 U. S. 711, distinguishing United States v. Lee, supra. See also In re Ayers, 123 U. S. 443. Compare Board of Public Works v. Gaunt, 76 Va. 455; U. S. Bank v. Planters 1 Bk., 9 Wheat. 904; Bank of Kentucky v. Wister, 2 Pet. 318. 2 107 U. S. 728. See Belknap v. Schild, 161 U. S. 10. 8 Cunningham v. Macon, etc., R. R. Company, 109 U. S. 446; Stanley v. Schwalby, 147 U. S. 508. When a state begins suit against a person or corporation, the defendant may set off, but cannot have judgment over, in absence of a statute authorizing it. Commonwealth v. Owensboro, etc., R. R. Co., 81 Ky. 572. 4 Spring Valley Water Works v. Schottler, 110 U. S. 347, 355. When a reservation to the legislature of the power to revoke charters (or re- peal enabling statutes), is contained in the constitution of a state, a char- ter is subject to this power, though not expressly made so. Spring Val- 453