Chenango Bridge Company v. Binghamton Bridge Company. as authentic evidence of the law, because it is the tribunál which the Constitution itself has appointed to decide such questions; and our judgments are subject to review there, and to be reversed if they shall fail to conform to the law as laid down. In a series of decisions, commencing with Fletcher v. Peck (6 Cranch, 87), embracing Dartmouth College v. Woodward (4 Wheat., 518), and other intermediate ones, and coming down to the modern cases of The State Bank of Ohio v. Knoop (16 How., 369), and Dodge v. Woolsey (18 id., 331), the doctrine is firmly settled that a grant or other executed conveyance is a contract, in the sense of the Constitution; that grants and conveyances made by means of statutes passed by the State legislatures are equally within the Constitution as private grants between individuals; and that a State may, by means of a grant effected by a public statute, impose restraints upon the law-making power, which restraints it is not within its competency to abrogate by a subsequent statute. The cases referred to from Howard's Reports are striking examples of restrictions upon the power of taxation over particular subjects, effected by statutes granting corporate franchises, but which, as it was held, the State could not by any subsequent act of legislation remove. (See also The Ohio Life and Trust Co. v. Debolt, 16 How., 427, per TANEY, Ch. J.) The force of this course of decision is not at all weakened by the judgment in the case of The Charles River Bridge v. The Warren Bridge (11 Peters, 420), in which, though it was held that the exclu sive right of the plaintiffs could not be sustained, the decision was placed wholly upon the ground that the plaintiff's charter did not, by its terms, or by any allowable implication, forbid the legislature from authorizing the establishment of another bridge. The opinion of the court, pronounced by Mr. Chief Justice TANEY, proceeds throughout on the assumption that the legislature of Massachusetts was competent to bind itself to an engagement against the erection of another toll bridge, and insists only that, in the case before it, it had not done so. The case may contain doctrines in respect to the construction of statutes applicable to the present case; but it plainly con Chenango Bridge Company v. Binghamton Bridge Company. cedes that where, in the charter of a bridge company, there is an explicit prohibition against establishing another bridge, it is binding upon the State, and the obligation cannot be renounced by succeeding legislatures. The doctrine has recently been reasserted in the Supreme Judicial Court of Massachusetts, in the case in which the charter of an early railroad company contained a provision that no other railroad than the one thereby granted should, within thirty years after the passage of the act, be authorized to be made upon the same route. Charters were subsequently granted by the legislature to seve ral railroad corporations, which, together, authorized a line of railroads nearly corresponding with the plaintiff's road. The court, after hearing an elaborate argument, and by a carefully prepared opinion by the late Chief Justice SHAW, decided in favor of the plaintiff's claim to an exclusive right, and gave judgment for an injunction against operating the defendant's roads. The most serious question, therefore, in the present case is, whether the prohibition against constructing other bridges within a distance of two miles is part of the charter of the Chenango Bridge Company. It will be seen that the act of 1805 provides for the incorporation of two separate bridge companies, one of which was to be called the President and Directors of the Delaware Bridge Company, and to have for its object the erection of a bridge across each of the two branches of the Delaware river,. where the turnpike road passed over them; and the other to be called "The Susquehanna Bridge Company," for the construction of two other bridges to be laid across the Susquehanna and the Chenango rivers respectively, at points indicated. The series of provisions respecting these companies is introduced by a very significant preamble. It sets forth an urgent public necessity for these bridges, by declaring in effect that the motives which led to the incorporation of the turnpike roads, provided for in the same act, cannot be carried into full effect, or the public convenience promoted, without the bridges. It then sets out the necessity which was thought Chenango Bridge Company v. Binghamton Eridge Company. to exist of extending extraordinary encouragement to the enterprise, on account of the difficulty of the work, its exposure to injury from sudden freshets, and the probability that "a frequent renewal of the whole capital" would be required to secure permanent and durable bridges. This recital is introductory of, and applies equally to, the subsequent provisions respecting each of the bridge companies, and is, therefore, as applicable, so far as appears, to the bridge over the Chenango as to either of the others. Its object is to explain the reason for offering the peculiar inducements which are held out to encourage parties to undertake the several enterprises, in order that those who might in future years be called upon to expound the act may understand the motives which led to its enactment. These inducements consist in the rates of toll allowed to be taken, the duration of the charters, and especially, as it seems to me, in the provision for securing the corporators against interference with the franchises granted, by the establishment of ferries or the erection of competing bridges. As these inducements were, so far as the act discloses, equally necessary to promote the erection of each of the bridges, there is no reason, a priori, for supposing that the Chenango bridge was not as fully within the intention of the legislature, in offering them, as either of the other three bridges. We are to look also into the system upon which the several detailed provisions are framed and adjusted to the two corporations; and the scheme was this: to provide in the outset for the formation of one of the corporations (the Delaware Company being chosen) and to attach primarily to that one all the provisions and regulations which it was thought expedient to enact respecting both companies, and then to provide for the incorporation of the other company, and to adapt these provisions and regulations to that corporation by brief words of reference. The act is obviously drawn in conformity to this system. Among the special provisions which are numerous and are set down in great minuteness of detail, employing some fifteen sections, is that one which declares that it shall not be lawful for any person to erect any bridge or establish any ferry across the SMITH.-VOL. XIII. 16 Chenango Bridge Company v. Binghamton Bridge Company. said west and east branches of the Delaware river, within two miles either above or below the bridge to be erected and maintained in pursuance of the act. The Delaware Bridge Company being thus fully constituted, the Susquehanna Company is then provided for in a single section. The location of the two bridges to be constructed by that company is fixed, and the name of the corporation is stated; and the section then proceeds to declare that the said Susquehanna Bridge Company "and their successors and assigns shall and may have perpetual succession, and shall be and hereby are invested with all and singular the powers, rights, privileges, immunities and advantages, and shall be subject to all the duties, regulations, restraints and penalties, which are contained in the foregoing incorporation of the Delaware Bridge Company;" and it declares that "all and singular the provisions, sections and clauses thereof, not inconsistent with the particular provisions herein contained, shall be and hereby are fully extended to the president and directors of this incorporation." The section then provides for commissioners to open the books of subscription to the stock, and for the rate of tolls, which are to be the same for the bridge over the Chenango river as are provided respecting one of the bridges of the Delaware Company, and for the bridge over the Susquehanna, one-third more; and this is all which is said respecting this company. The intention of giving to the two companies precisely the same facilities, and of making them, as far as possible, exactly similar in all respects, is very apparent. The draftsman was assiduous in bringing together a great many words to express that intention, and was apparently fearful that some ingenious criticism would find grounds to distinguish between them, contrary to what he intended. Now as these charters were designed to continue for thirty years, and could not be expected to be immediately profitable, the provision forbidding competition must have been regarded as of great impor tance. The adventurers must necessarily look to the future for their reimbursement for the outlay which they must immediately incur; but in order to rely upon that resource, Chenango Bridge Company v. Binghamton Bridge Company. they, we may suppose, required a guaranty against other competitors for the profits of the transit across the river, which the increase of population and the opening of the country to settlements were expected to bring. Such a guaranty was inserted in. very explicit language, in the provisions respecting the bridges spanning the Delaware. If that guaranty is not also applied to the bridges of the other company, it was undoubtedly owing to an accidental omission, the motives for attaching it to these bridges being equally cogent as in the case of those crossing the Delaware; and the general intention to give each of the companies a charter exactly similar, being, as has been mentioned, abundantly apparent. With this general outline of the statutes, we are prepared to examine the particular mode of reference by which the restraint in question is supposed to be engrafted upon the charter of the Susquehanna Bridge Company. That company is invested with all the rights, privileges, immunities and advantages of the Delaware Company. If the language of the provision respecting that company had been that no person should erect a bridge or establish a, ferry within two miles either up stream or down stream from the bridges erected by them, this power of excluding competition would have been a right and a privilege, and moreover an immunity and an advantage, which, beyond all question, would have been annexed to the Susquehanna company equally with the Delaware company. But the prohibition is, in terms, against erecting a bridge across either of the branches of the Delaware river within the prescribed distance; and it is because the streams of water are named, that it is argued that the prohi bition cannot be applied by the modes of reference which are used to the bridges over the other streams. It is very true that a provision incorporated into the Susquehanna charter, that bridges should not be erected over the Delaware river, would be idle and absurd. But I am of opinion that the construction contended for by the defendants would be too narrow and literal. It was, I think, the substance of the provision in the first mentioned charter, as distinguished from the verbal |