Page:Henry Osborn Taylor, A Treatise on the Law of Private Corporations (5th ed, 1905).djvu/525

 CHAP, vm.] CORPORATION AND STATE. [§ 497. of lawgiver, from whom emanate most of the rules of law con- tained in the constitution of the corporation. It is held to con- tract with the corporation not to alter these rules, thus agree- ing that acts in respect of the corporate enterprise shall always have a certain legal effect. This, as we have seen, 1 is the only contract ordinarily existing between the corporation and the state ; and if the state reserves the right to alter or repeal these rules of law, that reservation prevents the existence of this con- tract. § 497. Accordingly, when the state reserves this power, the charter or enabling act of the corporation, as be- tween the state and the corporation, subsists simply right in a . „, , , ,. rule of law. as a rule for conduct, as law properly speaking, which, like other law, may be altered or repealed at the will of the legislature, provided the obligation of no contract is thereby impaired, and no one is deprived of his property with- out due process of law. No one has any property or vested right in a rule of law, except in so far as the rule has mani- fested itself in legal relations between himself and others who are within the scope of its operation ; and, accordingly, pro- vided le^al relations alreadv existing are not affected, the law may be changed at the will of the legislature. 2 As Chief Jus- tice Waite said, in Munn v. Illinois : 3 " A mere common law regulation of trade or business may be changed by statute. A person has no property, no vested interest, in any rule of the common law. That is only one of the forms of municipal law, and is no more sacred than any other. Rights of prop- erty which have been created by the common law cannot be taken away without due process ; but the law itself, as a rule of conduct, may be changed at the will, or even at the whim Co., 123 Mass. 32; Roxbury v. Bos- ton and P. R. R. Co., 6 Cush. (Mass.) 424. Where a corporation receives its charter subject to the generally- expressed right of the state to alter and repeal or impose further legisla- tion, exemption from future general legislation will not exist unless ex- pressly given or by necessary impli- cation. Pennsylvania R. R. Co. v. Miller, 132 U. S. 75. 1 § 450. 2 When a state reserves the uncon- ditional right to alter and repeal, the question whether an amendment is wise, consistent with public interests and the prosperity of the company, is for the legislature, not for the courts. American Coal Co. v. Con- solidation Coal Co., 46 Md. 15. 3 94 U. S. 113, 134, affirming S. C, 69 111. 80 505