[Charles River Bridge v. Warren Bridge et al.] against them, which is, whether a charter to a corporation, is a contract within the tenth section of the first article of the constitution, which prohibits a state from passing any law impairing the obligation of a contract; or whether this prohibition applies only to contracts between individuals, or a state and individuals. As this question is not only an all-important one, arising directly and necessarily in the case, but in one view of it, is the whole case which gives the plaintiffs a standing in this Court, it will be next considered. In this country every person has a natural and inherent right of taking and enjoying property, which right is recognised and secured in the constitution of every state; bodies, societies, and communities have the same right, but inasmuch as on the death of any person without a will, his property passes to his personal representative or heir, a mere association of individuals, must hold their real and personal property subject to the rules of the common law. A charter is not necessary to give to a body of men the capacity to take and enjoy, unless there is some statute to prevent it, by imposing a restriction or prescribing a forfeiture, where there is a capacity to take and hold; the only thing wanting is the franchise of succession, so that the property of the society may pass to successors instead of heirs; Terms of the Law, 123; 1 Bl. Com. 368, 72. This and other franchises, are the ligaments which unite a body of men into one, and knits them together as a natural person; 4 Co. 65, a; creating a corporation, an invisible incorporeal being, a metaphysical person; 2 Pet. 323; existing only in contemplation of law, but having the properties of individuality; 4 Wh. 636; by which a perpetual succession of many persons are considered the same, and may act as a single individual. It is the object and effect of the incorporation to give to the artificial person the same capacity and rights as a natural person can have, and when incorporated either by an express charter, or one is presumed from prescription, they can take and enjoy property to the extent of their franchises as fully as an individual; Co. Lit. 132, b; 2 D. C. D. 300; 1 Saund. 345. It bestows the character and properties of individuality on a collective and changing body of men; 4 Pet. 562; by which their rights become as sacred as if they were held in severalty by natural person. Franchises are not peculiar to corporations, they are granted to individuals, and may be held by any persons capable of holding or enjoying property; a franchise is property, a right to the privilege or immunity conferred by the grant; it may be of a corporeal or incorporeal right, but it is the right of property, or propriety, in the thing to which it attaches. Franchises are of various grades, from that of a mere right of succession to an estate in land, to the grant of a county Palatine, which is the highest franchise known to the law, (as has been shown in the preliminary view; vide ante, 49, 50;) the nature and character whereof is the same, whether the grant is to one or many. Corporations are also of all grades, and made for varied objects; all governments are corporations, created by usage and common con [Charles River Bridge v. Warren Bridge et al.]. sent, or grants and charters, which create a body politic for prescribed purposes; but whether they are private, local, or general in their objects, for the enjoyment of property, or the exercise of power, they are all governed by the same rules of law, as to the construction, and the obligation of the instrument by which the incorporation is made. One universal rule of law protects persons and property. It is a fundamental principle of the common law of England, that the term freemen of the kingdom, includes "all persons," ecclesiastical and temporal, incorporate, politique, or natural; it is a part of their magna charta; 2 Co. Inst. 4; and is incorporated into our institutions. The persons of the members of corporations are on the same footing of protection as other persons, and their corporate property secured by the same laws which protect that of individuals; 2 Co. Inst. 46, 7. "No man shall be taken," 99.66 no man shall be disseised," without due process of law, is a principle taken from magna charta, infused into all our state constitutions, and is made inviolable by the federal government, by the amendments to the constitution. No new principle was adopted, in prohibiting the passage of a law by a state, which should impair the obligation of a contract; it was merely affirming a fundamental principle of law, and by putting contracts under the protection of the constitution, securing the rights and property of the citizens from invasion by any power whatever. It was a part of that system of civil liberty which "formed the basis whereon our republics, their laws and constitutions are erected, and declared by the ordinance of 1787 to be a fundamental law of all new states." This was the language of the congress, "And in the just preservation of rights and property, it is understood and declared, that no law ought ever to be made, or have force in the said territory, that shall in any manner interfere with, or affect private contracts, or any agreements, bona fide and without fraud, previously formed;" 1 Laws U. S. 478, 79. This ordinance was passed during the session of the convention which framed the constitution, several of the members of which were also members of congress; it was, therefore, evidently in their view, and may justly be taken as a declaration of the reasons for inserting this prohibitory clause. As an important cotemporaneous historical fact, it also shows that the convention intended to make the prohibition more definite, less extensive in one respect, and more so in another, than in the ordinance. Omitting the words "in any manner interfere with or affect," the words "impair the obligation of," were substituted; the word private was omitted, so as to extend the prohibition to all "contracts," public or private: as "the constitution unavoidably deals in general terms;" i Wh. 326; marks only great outlines, and designates its general objects; 4 Wh. 407; no detail was made, no definition of a contract given, or exception made. No one can doubt that the terms of the prohibition are not only broad enough to comprehend all contracts, but that violence will be [Charles River Bridge v. Warren Bridge et al.] done to the plain meaning of the language, by making any exception by construction; it must, therefore, necessarily embrace those contracts, which grant a franchise or property to individuals or corporations, imposing the same restraints on states, as were imposed by the English constitution on the prerogative of the king, which devolved on the states by the revolution; vide 4 Wh. 651; 8 Wh. 584, 8. "The king has the prerogative of appointing ports and havens;" the "franchise of lading and discharging has been frequently granted by the crown," from an early period. "But though the king had a power of granting the franchise of ports and havens, yet he had not the power of resumption, or of narrowing or contracting their limits, when once established;" 1 Bl. Com. 264. It would be strange if the free citizens of a republic did not hold their rights by a tenure as sacred as the subjects of a monarchy; or that it should be deemed compatible with American institutions, to exclude from the protection of the constitution, those privileges and immunities which are held sacred by the laws of our ancestors. We have adopted them as our right of inheritance, with the exception of such as are not suited to our condition, or have been altered by usage, or acts of assembly. No one, I think, will venture the assertion, that it is incompatible with our situation, to protect the corporate rights of our citizens, or that in any state, there is either an usage or law which makes them less sacred than those held by persons who are not members of a corporation. No one can, in looking throughout the land, fail to see that an incalculable amount of money has been expended, and property purchased on the faith of charters and grants, or contemplate their violation by a law, which will not, some day, take his possessions from him, by an exercise of power, founded on a principle which applies to all rights. If a state can revoke its grant of property or power to a subordinate corporation, there can be no limitation; there is no principle of law, or provision of the constitution, that can save the charter of a borough, a city, a church, or a college, that will not equally save any other; of consequence, if all cannot be protected, none can be. The federal government itself is but a corporation, created by the grant or charter of the separate states; if that is inviolable by the power of a state, each of its provisions is so; each state, in its most sovereign capacity, by the people thereof, in a convention, have made it a supreme law of the state, paramount to any state constitution then in existence, or which may be thereafter adopted. The state has made an irrevocable restriction on its own once plenary sovereignty, which it cannot loosen without the concurrence of such a number of states, as are competent to amend the constitution. So far as such restriction extends, the state has annulled its own power, by a surrender thereof for the public good; if a state can remove that restriction on its own legislative power, and do the thing prohibited, it can also remove the restriction on its sovereignty, by revoking the powers granted to congress. The property and power [Charles River Bridge v. Warren Bridge et al.] of the federal government, are held by no other or stronger tenure, than the land or franchises of a citizen or corporation; both rights were inherent in the people of a state, who have made grants by their representatives, in a convention directly by their original power, or in a legislative act, made by the authority delegated in their state constitution. But the grants thus made are as binding on the people and the state, as if made in a convention; they are the contracts of the state, the obligation of which the people have declared, shall not be impaired by the authority of a state; it shall not "pass any law," which shall have such object in view, or produce such effect. An act of a convention is the supreme law of the state; an act of the legislature is a law subordinate; both, however, are laws of the state of binding authority, unless repugnant to that law which the state has, by its own voluntary act, in the plenitude of its sovereignty, made paramount to both, and declared that its judges, “shall be bound thereby," any thing to the contrary notwithstanding. Each state has made the obligation of contracts a part of the constitution, thus saving and confirming them under the sanction of its own authority; no act, therefore, can violate the sanctity of contracts, which cannot annul the whole constitution, for it is a fundamental principle of law, that whatever is saved and preserved by a statute, has the same obligation as the act itself. This principle has been taken from the magna charta of England, and carried into the great charter of our rights of property. By magna charta, ch. 9, and 7 Rich. II. it is enacted, "that the citizens of London shall enjoy all their liberties, notwithstanding any statute to the contrary. By this act, the city may claim liberties by prescription, charter, or parliament, notwithstanding any statute made before; 4 Co. Inst. 250, 53; 2 Co. Inst. 20, 1; 5 D. C. D. 20, London, M. T. P. Harg. Law, T. 66, 67. The constitution goes further, by saving, preserving and confirming the obligation of contracts; and notwithstanding any law passed after its adoption; and this confirmation being by the supreme law of the land, makes a contract as inviolable, even by a supreme law of a state, as the constitution itself. From the beginning of the revolution, the people of the colonies clung to magna charta, and their charters from the crown; their violation was a continued subject of complaint. Vide 1 Jour. Cong. 27, 8; 40, 1; 60, 108, 143, 154, 167, 178; one of the grievances set forth in the declaration of independence is, "For taking away our charters," &c. One of the causes which led to the English revolution was, "They have also invaded the privileges, and seized on the charters of most of those towns that have a right to be represented by their burgesses in parliament; and have secured surrenders to be made of them, by which the magistrates in them have delivered up all their rights and privileges, to be disposed of at the pleasure of those evil counsellors," &c. 10 Journ. Commons, 2, b. In the language of congress, [Charles River Bridge v. Warren Bridge et al.] "The legislative, executive, and judging powers, are all moved by the nod of a minister. Privileges and immunities last no longer than his smiles. When he frowns their feeble forms dissolve;" 1 Journ. 59, 60. "Without incurring or being charged with a forfeiture of their rights, without being heard, without being tried, without law, without justice, by an act of parliament, their charter is destroyed, their liberties violated, their constitution and form of government changed; and all this upon no better pretence, than because in one of their towns, a trespass was committed on some merchandise said to belong to one of the companies, and because the ministry were of opinion, that such high political regulations, were necessary to compel due subordination, and obedience to their mandates;" 1 Journ. 41. Such were the principles of our ancestors in both revolutions; they are consecrated in the constitution framed by the fathers of our government, in terms intended to protect the rights and property of the people, by prohibiting to every state the passage of any law which would be obnoxious to such imputations on the character of American legislation. The reason for this provision was, that the transcendent power of parliament devolved on the several states by the revolution; 4 Wh. 651; so that there was no power, by which a state could be prevented from revoking all public grants of property or franchise, as parliament could do; Harg. L. T. 60, 61; 4 Wh. 643, 51. The people of the 'states renounced this power; and as an assurance that that they would not exercise it; or if they should do so inadvertently, that any law to that effect should be void; the constitution embraces all grants, charters and other contracts affecting property, places them beyond all legislative control, and imposes on this Court the duty of protecting them from legislative violation; 6 Cr. 136; 4 Wh. 625. In the same sovereign capacity, in which the people of each state adopted the constitution, they pledged their faith that the sanctity of the obligation of contracts should be inviolable; and to insure its performance, created a competent judicial power, whom they made the final arbiter between their laws and the constitution, in all cases in which there was an alleged collision between them. These principles have been too often, and too solemnly affirmed by this Court, to make any detail of their reasoning or opinions necessary. In Fletcher v. Peck, they were applied to a grant of land by a state to individuals, made by the authority of a state law, which was afterwards repealed; 6 Cr. 127; in New Jersey v. Wilson, to an immunity from taxation granted to a tribe of Indians; 7 Cr. 164; in Terrett v. Taylor to a religious society; 9 Cr. 43, &c.; in Dartmouth College v. Woodward to a literary corporation; 4 Wh. 636. In all these cases state laws which violated the grants and charters which conferred private or corporate rights, were held void under the prohibition in the constitution; the Court holding that as it contained no exception in terms, none could be made by construction, |
