Page:Henry Osborn Taylor, A Treatise on the Law of Private Corporations (5th ed, 1905).djvu/476

 § 468.] THE LAW OF PRIVATE CORPORATIONS. [CHAP. VIII. constitution ; or whether they would hold that, as states are integral parts of the United States, the Federal constitution cannot sanction an act which might tend towards the disinte- gration or extinction of one of these integral parts remains an open question. § 467. A word may be added here in regard to corporations organized under authority from Congress. Al- tions° ra " though the constitutional provision against passing Congress 7 a ^ aw i m P a i rm g the obligation of contracts does not apply to Congress, the prohibition against depriv- ing any one of his property without due process of law and just compensation does; and as rights which have already vested under a contract are held to be property, Congress seems nearly as restricted as if the provision against passing a law impairing the obligation of contracts applied to it. 1 It will be seen, however, that any rights of a corporation against the United States would lack any sanction except the comity of the government, which, strictly speaking, is no sanction. 2 § 468. Questions whether or not particular state statutes, or particular acts done on behalf of a state, impair tiono/the the obligation of any contract between a state and courts* 1 a corporation, come up properly for discussion in the following pages of this chapter, in connection with the topics of eminent domain, police power, taxation^ and the right which a state may reserve to alter and amend the constitution of a corporation. Questions of this character are often decided in the Federal courts ; and as the final deci- sion, whether the obligation of a contract is impaired by a state law, rests with the Supreme Court of the United States, 3 the utterances of that court are of universal authority. 1 County of Cass v. Morrison, 28 Minn. 257; see Chicago, etc., R'y Co. v. United States, 104 U. S. 680; and, for the construction of a contract between the United States and a cor- poration, see Lake Superior and Mississippi R. R. Co. v. U. S., 93 U. S. 442. 2 Compare generally United States v. Lee, 106 U. S. 196, and Louisiana d. Jumel, 107 U. S. 711. 456 8 Where a party to a suit sets up that under one statute a state made a contract with him, and that by a subsequent statute it violated the contract, and the highest court of law or equity of the state has held the subsequent act to be a valid act, and decreed accordingly, the Su- preme Court of the United States has jurisdiction under sec. 25 of the Judiciary Act. The Binghamton