1. If Congress pass an act granting public lands to a territory
to aid in making a railroad, and if, by the true construction of
the act, the territory acquired any beneficial interest in the
lands as contradistinguished from a mere naked trust or power to
dispose of them for certain specified uses and purposes, the act is
irrepealable and a subsequent act attempting to repeal it is
void.
2. If the legislative assembly of the territory, in an act
incorporating a company to make the railroad which Congress
intended to aid by the grant, conferred upon the company any right,
title, or interest in the lands granted by Congress, it is not
competent for Congress afterwards to repeal the grant and divest
the title of the company.
3. Where it appears that the territorial act of incorporation
was passed
before the grant was made by Congress, and that
after that grant the act of incorporation was reenacted
with certain modifications,
Page 66 U. S. 359
the reenactment gives to the railroad corporation such title as
the territory was capable at that time of conferring.
4. But if the grant was revoked or the act making it repealed
before the reenactment of the charter, the title of the company
must depend on the validity of the repealing act.
5. The original act of incorporation, passed by the territorial
legislature, being before the grant by Congress to the territory,
did not operate as a valid grant to the company so as to vest in it
a title to the lands when subsequently granted.
6. Legislative grants are not warranties, and the rule of the
common law must be applied to them that no estate passes to the
grantee except what was in the grantor at the time.
7. While the federal courts have no common law jurisdiction not
conferred by statute, and their rules of decision are derived from
the laws of the states, still, in construing acts of Congress, the
rules of interpretation furnished by the common law are the true
guides and have been uniformly followed.
8. In ascertaining the meaning or effect of a state statute, the
rules of construction are borrowed from the common law except in
cases where the courts of the state have otherwise determined.
9. An act of Congress granting land to a territory to be held
for the purpose of making or aiding to make a public improvement of
general interest, and restricting the use to that one purpose, does
not pass to the territory a beneficial interest
in
praesenti.
10. If the grant be coupled with a provision that the lands
shall be subject to the disposal of the territorial legislature for
the public purpose specified
and no other, and shall not
inure to the benefit of any company
heretofore constituted and
organized, it is clear that
future legislation of the
territory alone could dispose of the lands, even for the purpose
declared.
11. Where the act of Congress making the grant declares that no
title shall vest in the territory, nor no patent issue for any part
of the lands until twenty miles of the railroad be finished, these
words cannot be rejected or disregarded or shorn of their ordinary
signification unless they be so clearly repugnant to the rest of
the act that the whole cannot stand together.
12. Such words are not necessarily repugnant to or inconsistent
with the word "grant" used in the same and in previous sections of
the act.
13. The word "grant" is not a technical word, like "enfeoff,"
and although, if
Page 66 U. S. 360
used broadly and without limitation, it will carry an estate in
the thing granted, yet if used in a restricted sense, the grantee
will take but a naked trust for the benefit of the grantor.
14. Words which, standing alone in an act of Congress, may
properly be understood to pass a beneficial interest in land will
not be regarded as having that effect if the context shows that
they were not intended to be so used.
15. Legislative grants must be interpreted, if practicable, so
as to effect the intention of the grantor, but if the words are
ambiguous, the true rule is to construe them most strongly against
the grantee.
16. Wherever privileges are granted to a corporation and the
grant comes under revision in the courts, it is to be construed
strictly against the corporation and in favor of the public, and
nothing passes except what is given in clear and explicit
terms.
Edmund Rice brought trespass in the County Court of Dakota,
Territory of Minnesota, against the Minnesota & Northwestern
Railroad Company for cutting timber on section 15 of township 114
north, of range 19 west. The defendants answered that the title to
the section of land described in the plaintiff's complaint was in
them, and set forth their title as follows:
The defendants were incorporated on the 4th of March, 1854, by
the Legislative Assembly of Minnesota Territory for the purpose of
making a railroad from the northwest shore of Lake Superior to some
point to be selected on the northern line of Iowa in the direction
of Dubuque. This act of incorporation provided, among other things,
that
"For the purpose of aiding the said company in the construction
and maintaining the said railroad, it is further enacted that any
lands that may be granted to the said territory to aid in the
construction of the said railroad shall be, and the same are
hereby,
granted in fee simple absolute, without any further act
or deed, and the Governor of this Territory or future State of
Minnesota is hereby authorized and directed, in the name and in
behalf of said territory or state, after the said grant of land
shall have been made by the United States to said territory, to
execute and deliver to said
Page 66 U. S. 361
company such further deed or assurance of the transfer of the
said property as said company may require to vest in them a perfect
title to the same, provided however that such lands shall be taken
upon such terms and conditions as may be prescribed by the act of
Congress granting the same."
The books of subscription were opened at St. Paul and New York.
Stock was subscribed to a large amount, the requisite proportion of
it was paid in, and the company was organized agreeably to the
terms of the charter. On the 29th of June, 1854, an act was passed
by Congress granting to the Territory of Minnesota, for the purpose
of aiding in the construction of a railroad along the route
mentioned in the charter, every alternate section of land,
designated by odd numbers, for six sections in width on each side
of said road within the territory. The act of Congress making the
grant was as follows:
"1.
Be it enacted &c., that there is hereby granted
to the Territory of Minnesota for the purpose of aiding in the
construction of a railroad from the southern line of said territory
commencing at a point between township ranges 9 and 17, thence by
the way of St. Paul by the most practicable route, to the eastern
line of said territory, in the direction of Lake Superior, every
alternate section of land, designated by odd numbers, for six
sections in width on each side of said road within said territory,
but in case it shall appear that the United States have, when the
line of said road is definitely fixed by the authority aforesaid,
sold any section or any part thereof granted as aforesaid or that
the right of preemption has attached to the same, then it shall be
lawful for any agent or agents to be appointed by the governor of
said territory, subject to the approval of the Secretary of the
Interior, to select from the lands of the United States nearest to
the tier of sections above specified, so much land in alternate
sections or parts of sections as shall be equal to such lands as
the United States have sold or to which the right of preemption has
attached as aforesaid, which land thus selected in lieu of those
sold and to which preemption has attached as aforesaid, together
with the sections or parts of sections designated by odd numbers as
aforesaid and appropriated as aforesaid shall be held by the
Territory
Page 66 U. S. 362
of Minnesota for the use and purpose aforesaid,
provided that the lands to be so located shall in no case
be further than fifteen miles from the line of the road in each
case, and selected for and on account of said road;
provided
further that the lands hereby granted shall be exclusively
applied in the construction of that road for which it was granted
and selected, and shall be disposed of only as the work progresses,
and the same shall be applied to no other purpose whatever;
and
provided further that any and all lands heretofore reserved to
the United States by an act of Congress or in any other manner by
competent authority for the purpose of aiding in any object of
internal improvement or for any other purpose whatever be and the
same are hereby reserved to the United States from the operation of
this act except so far as it may be found necessary to locate the
route of said railroad through such reserved lands, in which case
the right of way only shall be granted subject to the approval of
the President of the United States."
"SECTION 2.
And be it further enacted that the sections
and parts of sections of land which by such grants shall remain to
the United States within six miles on each side of said road shall
not be sold for less than double the minimum price."
"SECTION 3.
And be it further enacted that the said
lands hereby granted to the said territory shall be subject to the
disposal of any legislature thereof for the purpose aforesaid, and
no other; nor shall they inure to the benefit of any company
heretofore constituted and organized; and the said railroad shall
be and remain a public highway for the use of the United States,
free from toll or other charge upon the transportation of any
property or troops of the United States; nor shall any of the said
lands become subject to private entry until the same shall have
been first offered at public sale at the increased price."
"SECTION 4.
And be it further enacted that the lands
hereby granted to said territory shall be disposed of by said
territory only in the manner following -- that is to say, no title
shall vest in the said Territory of Minnesota, nor shall any patent
issue for any part of the lands hereinbefore mentioned, until a
continuous line of twenty miles of said road shall be completed
Page 66 U. S. 363
through the lands hereby granted; and when the Secretary of the
Interior shall be satisfied that any twenty miles of said road are
completed, then a patent shall issue for a quantity of land not
exceeding one hundred and twenty sections, and included within a
continuous length of twenty miles of said road, until it shall be
completed, and if said road is not completed within ten years, no
further sale shall be made, and the land unsold shall revert to the
United States."
"SECTION 5.
And be it further enacted that the United
States mail shall be transported at all times on said railroad,
under the direction of the Post Office Department, at such price as
Congress may by law direct,
provided that until such price
is fixed by law, the Postmaster General shall have the power to
determine the same."
It was before the passage of this act that the books of
subscription were opened -- namely on the 1st of May, 1854. On the
20th of the same month, subscriptions were made upon the books at
St. Paul. On the 30th of June, 1854, the day after the act of
Congress making the grant was approved by the President, one
million of dollars were subscribed to the stock on the books opened
at New York, and ten percent thereupon duly paid to the
commissioners. Directors were then elected and the company
completely organized. Afterwards, on the 16th of February, 1855,
the territorial legislature made some modifications and additions
to the charter and reenacted it. The defendants further averred
that on the 20th of October, 1855, they caused a survey to be made
of their route for the railroad and located it agreeably to the act
of incorporation and the act of Congress; that the route as located
runs through the land claimed by the plaintiff and described in his
complaint; that it was not until after this location -- to-wit, on
the 1st of January, 1856 -- that the plaintiff purchased the land
from the United States, and that the trespass complained of
consisted in going on that part of the land where the track of the
railroad was lawfully located and cutting such timber as was
necessary to be removed for the purpose of constructing the
work.
To this answer of the defendants the plaintiff replied that
Page 66 U. S. 364
after the officers and directors of the company were chosen by
the stockholders and entered upon the discharge of their duties,
and before the trespasses complained of were committed, to-wit on
the 24th day of August, 1854, Congress passed the following act
repealing that by which the grant was made on the preceding 29th of
June:
"
Be it enacted that the bill entitled 'An act to aid
the Territory of Minnesota in the construction of a railroad
therein,' which passed the House of Representatives on the
twentieth day of June, eighteen hundred and fifty-four and which
was approved by the President of the United States on the
twenty-ninth day of June, eighteen hundred and fifty-four, be, and
the same is hereby repealed."
The defendants demurred to the replication, and for cause of
demurrer set forth that the repealing act of 24 August, 1854, was
void and of no effect.
The court of original jurisdiction gave judgment on the demurrer
in favor of the plaintiff. The defendants appealed to the supreme
court of the territory, where the judgment was reversed, but
judgment was not entered for the defendants. By the law admitting
Minnesota into the Union as a state, the records of the supreme
court of the territory were transferred to the district court of
the United States. There, an application was made to amend the
record by entering a proper judgment, which was done, and this writ
of error sued out by the defendants from the Supreme Court of the
United States was directed to the judge of the district court.
Page 66 U. S. 369
MR. JUSTICE CLIFFORD.
This is a writ of error to the District Court of the United
States for the District of Minnesota, bringing up the record of a
suit transferred into that court from the supreme court of the
territory.
According to the transcript, the suit was commenced by the
present plaintiff on the first day of November, 1856, in the
District Court for the County of Dakota before the territory was
admitted as a state. It was an action of trespass, and the
complaint contained two counts, each describing a distinct tract of
land as the close of the plaintiff. Both tracts, however, as
described, comprised a certain part of township number one hundred
and fourteen north, of range nineteen west, situate in the county
where the suit was brought, and the several acts of trespass
complained of were alleged, in each count, to have been committed
on the twenty-fifth day of October, prior to the date of the
writ.
Service was duly made upon the corporation defendants, and they
appeared and made answer to the suit. Whenever the answer to the
suit extended beyond the mere denial of the allegations of the
complaint, the law of the territory required that it should contain
"a statement of the new matter constituting the defense or
counterclaim," and the defendants
Page 66 U. S. 370
framed their answer in this case in conformity to that
requirement.
Among other things, they admitted in the answer that the
plaintiff claimed title to the premises under the United States, by
purchase and entry, made on the first day of January, 1856, but
averred that they were incorporated by the territorial legislature
on the fourth day of March, 1854, and set up a prior title in
themselves, under the provisions of their charter, and an act of
Congress passed on the twenty-ninth day of June in the same
year.
Responding to that claim, the plaintiff replied that the act of
Congress referred to in the answer was repealed on the fourth day
of August of the same year in which it was passed.
To that replication the defendants demurred, showing for cause
that the act of Congress last named was void and of no effect.
Judgment was entered for the plaintiff in the county court, and
thereupon the defendants appealed to the supreme court of the
territory, where the judgment of the county court was reversed, but
no final judgment in the cause was ever entered in that court.
Pursuant to the act of Congress admitting the territory as a
state, 11 Stat. at Large 285, the record of the suit was then
transferred to the district court of the United States created by
that act, and the latter court, on the nineteenth day of November,
1858, after supplying an omission in the record of the county
court, entered a final judgment in favor of the defendants.
Whereupon the plaintiff sued out a writ of error and removed the
case into this Court.
Possession of the premises having been in the plaintiff at the
time the supposed trespasses were committed, and the several acts
of trespass complained of being admitted, the controversy must turn
upon the sufficiency of the title set up by the defendants. They
were incorporated by the territorial legislature on the fourth day
of March, 1854, as alleged in the answer. Their charter empowered
them, among other things, to survey, locate, and construct a
railroad from the line of the
Page 66 U. S. 371
State of Iowa to Lake Superior. Authority was also given to the
company in the charter to secure in the manner therein pointed out
a right of way for the contemplated railroad two hundred feet in
width through the entire length of the described route. For that
purpose they might purchase the land of the owner or might enter
and take possession of the same upon paying proper compensation.
And the charter also contained the following provision:
"All such lands . . . and privileges belonging or which may
hereafter belong to the Territory or future State of Minnesota, on
and within said two hundred feet in width, are hereby granted to
said corporation for said purposes, and for no other, and for the
purpose of aiding the said company in the construction and
maintaining the said railroad, it is further enacted that any lands
that may be granted to the said territory to aid in the
construction of the said railroad shall be and the same are hereby
granted in fee simple absolute, without any further act or
deed."
Provision was also made for such further deed or assurance of
the transfer of the said property as said company might require, to
vest in them a perfect title to the same, and to that end the
governor of the territory or future state was authorized and
directed, "after the said grant of land shall have been made" to
the territory by the United States, to execute and deliver to said
company such further deed or assurance, in the name and in behalf
of said territory or state, but upon such terms and conditions as
may be prescribed by the act of Congress granting the same.
These references to the act of incorporation will be sufficient
in this connection except to say that the corporators named in the
first section held a meeting within the time specified in the act
and voted to accept the charter, and gave notice of such
acceptance, as therein required. They also chose a committee, to
call future meetings for the organization of the company, and
authorized the committee to open books and receive subscriptions
for one million dollars of the capital stock. Books of subscription
were accordingly opened under their direction on the first day of
May, 1854, and on the twentieth day of the same month,
subscriptions were made to the amount
Page 66 U. S. 372
of two hundred dollars, of which an installment of ten percent
was duly paid by the subscribers. Congress, on the twenty-ninth day
of June, 1854, passed the act entitled "An act to aid the Territory
of Minnesota in the construction of a railroad therein," which is
the act of Congress referred to in the answer of the defendants. 10
Stat. at Large 302
Assuming the allegations of the answer to be correct,
subscriptions to the capital stock of the company were made on the
following day to the amount of one million of dollars, and an
installment of ten percent upon each share so subscribed was duly
paid to the committee. Having complied with the conditions of the
charter in these particulars, the subscribers to the stock, in
pursuance of previous notice given by the committee, met in the
City of New York on the first day of July in the same year and
completed the organization of the company by the election of twelve
directors and such other officers as were necessary under their
charter to effect that object.
Reference will now be made to the act of Congress set up in the
replication of the plaintiff in order that the precise state of
facts, as they existed on the fourth day of August, 1854, when the
repealing act was passed, may clearly appear.
By that act it was in effect provided that the bill entitled "An
act to aid the Territory of Minnesota in the construction of a
railroad," passed on the twenty-ninth day of June, 1854, be, and
the same is hereby, repealed. 10 Stat. at Large 575. Repealed, as
the act was, at the same session in which it was passed, the
defendants had not then procured the amendments to their charter
set up in the answer, nor had they then commenced to survey,
locate, or construct the railroad therein authorized and described.
They had completed the organization of the company under their
original charter at the time and in the manner already mentioned,
but they had done nothing more which could have the remotest
tendency to secure to them any right, title, or interest in the
lands described in the complaint. One of the amendments to their
charter, set up in the answer, was passed by the territorial
legislature on the seventeenth day of February, 1855, and the other
on the first day of March, 1856 -- more than a year and a half
after the act of Congress
Page 66 U. S. 373
in question had been repealed. Survey of the route and location
of the railroad were made on the twentieth day of October, 1855,
and the defendants admitted that the location included the parcels
of land in controversy, and that they went upon the same at the
time alleged, and cut down and removed the trees from the track of
the railroad, as alleged in the complaint.
Most of the facts here stated are drawn from the answer of the
defendants, but inasmuch as the pleadings resulted in demurrer and
the replication did not controvert the allegations of the answer,
it must be assumed that the facts stated in the answer are
correct.
Looking at the statement of the case, it is quite obvious that
two questions are presented for decision of very considerable
importance to the parties, but in our examination of them we shall
reverse the order in which they were discussed at the bar. Briefly
stated, the questions are as follows:
First. Whether the defendants acquired any right, title, or
interest in the lands in controversy by virtue of the provisions of
their charter as originally granted by the territorial legislature,
and if not then
Secondly. Whether the territory, as a municipal corporation, by
the true construction of the act of Congress set up in the answer,
acquired under it any beneficial interest in the same, as
contradistinguished from a mere naked trust or power to dispose of
the land in the manner and for the use and purpose described in the
act.
Argument is not necessary to show that those questions arise in
the case, because if the defendants acquired such a right, title,
or interest in the lands under their original charter, then it is
clear that it became a vested interest as soon as the act of
Congress went into effect, and on that state of the case, it would
be true, as contended by the defendants, that the repealing act set
up in the replication of the plaintiff is void and of no effect.
Terret v.
Taylor, 9 Cranch 43;
Pawlet v.
Clark, 9 Cranch 292
But the determination of that question in the negative does not
necessarily show that the plaintiff is entitled to prevail in
Page 66 U. S. 374
the suit, because if the legal effect of the act of Congress set
up in the answer was to grant to the territory a beneficial
interest in the lands, then it is equally clear that it was not
competent for Congress to pass the repealing act and divest the
title, and the defendants, on the facts exhibited in the pleadings,
although they did not acquire any title under their original
charter, are nevertheless the rightful owners of the land by virtue
of the first amendment to the same, passed by the territorial
legislature. Unless both of the questions, therefore, are
determined in the negative, the judgment of the court below must be
affirmed.
Fletcher v.
Peck, 6 Cranch 135.
It is insisted by the defendants that their original charter, or
that part of it already recited, operated as a valid grant to them
of all the lands thereafter to be granted by Congress to the
territory, and that the charter took effect as a grant, so as to
vest the title in the company the moment the act of Congress was
passed. But it is very clear that the proposition cannot be
sustained, for the reason that both principle and authority forbid
it. Grants made by a legislature are not warranties, and the rule
universally applied in determining their effect is that if the
thing granted was not in the grantor at the time of the grant, no
estate passes to the grantee. Even the defendants admit that such
was the rule at common law, but they contend that the rule is not
applicable to this case. Several reasons are assigned for the
distinction, but when rightly considered, they have no better
foundation than the distinction itself, which obviously is without
merit.
One of the reasons assigned is that there is no common law of
the United States, and consequently that the rule just mentioned is
inapplicable to cases of this description. Jurisdiction in common
law cases can never be exercised in the federal courts unless
conferred by an act of Congress, because such courts are courts of
special jurisdiction, and derive all their powers from the
Constitution and the laws of Congress passed in pursuance thereof.
Rules of decision, also, in cases within the thirty-fourth section
of the judiciary act, are derived from the laws of the states; but
in the construction of the laws of Congress, the rules of the
common law furnish the
Page 66 U. S. 375
true guide, and the same remark applies in the construction of
the statutes of a state, except in cases where the courts of the
state have otherwise determined.
Able counsel submitted the same proposition in the case of
Charles River Bridge v.
Warren Bridge, 11 Pet. 545, but this Court refused
to adopt it, and in effect declared that the rules for the
construction of statutes in the federal courts, both in civil and
criminal cases, were borrowed from the common law.
See
also 1 Story Com. on Con., 3d ed., sec. 158.
More direct adjudications, however, as to the validity of a
grant where the title was not in the grantor at the time it was
made are to be found in the earlier decisions of this Court. Three
times, at least, the question has been expressly ruled, and in
every instance in the same way. It was first presented in the case
of
Polk's Lessee v.
Wendell, 9 Cranch 99, and the court, Marshall,
C.J., delivering the opinion, said that where the state has no
title to the thing granted or where the officer issuing it had no
authority, the grant is absolutely void. Five years afterwards, the
same case was again brought before the Court, and the same doctrine
was affirmed in the same words.
Polk's
Lessee v. Wendell, 5 Wheat. 303.
Notwithstanding those decisions, the question was presented to
the Court for the third time in the case of
Patterson v.
Winn, 11 Wheat. 388, and on that occasion this
Court, after referring to the previous decisions, said we may
therefore assume as the settled doctrine of the Court that if a
patent is absolutely void upon its face or the issuing thereof was
without authority or prohibited by statute or the state had no
title, it may be impeached collaterally in a court of law in an
action of ejectment. Assuming the rule to be a sound one, it is as
applicable to a grant by a territory as to one made by a state, and
the cases cited are decisive of the point. Our conclusion,
therefore, on this branch of the case is that the defendants
acquired no right, title, or interest in the lands in controversy
by virtue of their original charter.
2. Having disposed of the first question, we will proceed to the
consideration of the second, which involves the inquiry
Page 66 U. S. 376
whether any beneficial interest in the lands passed to the
territory under the act of Congress set up in the answer. It is
contended by the defendants on this branch of the case that the act
of Congress in question was and is,
per se, a grant
in
praesenti to the territory of all the lands therein described,
and that a present right estate and interest in the same passed to
the territory by the terms of the act. Reliance for the support of
that proposition is chiefly placed upon the language of the first
section. Omitting all such parts of it as are unimportant in this
investigation, it provides
"That there shall be, and is hereby, granted to the Territory of
Minnesota for the purpose of aiding in the construction of a
railroad, . . . every alternate section of land, designated by odd
numbers, for six sections in width on each side of said road within
said territory, . . . which land shall be held by the Territory of
Minnesota for the use and purpose aforesaid."
Certain words in the clause are omitted because they are not
material to the present inquiry, and if produced would only serve
to embarrass the investigation. Standing alone, the clause
furnishes strong evidence to refute the proposition of the
defendants that a beneficial interest passed
in praesenti
to the territory, because it is distinctly provided that the lands
granted shall be held by the territory for a declared use and
purpose, evidently referring to the contemplated railroad, which,
when constructed, would be a public improvement of general
interest. Resort to construction, however, on this point is wholly
unnecessary, because it is expressly declared in the second proviso
that the land hereby granted shall be exclusively applied in the
construction of that road for which it was granted, and shall be
disposed of only as the work progresses, and the same shall be
applied to no other purpose whatever. Beyond question, therefore,
the lands were to be held by the territory only for the use and
purpose of constructing the railroad described in the act, and they
were to be applied to that purpose and no other.
Passing over the residue of the section and also the second
section, as unimportant in this inquiry, we come to the third,
which shows even more decisively than the first that the
interpretation assumed by the defendants cannot be sustained.
Page 66 U. S. 377
Among other things, it provides
"That the said lands hereby granted
shall be subject to
the disposal of any legislature thereof for the purpose aforesaid,
and
no other; nor shall they inure to the benefit of any
company heretofore constituted and
organized."
Such disposal of the lands could not be made under the previous
legislation of the territory, for the reasons already assigned in
answer to the first proposition of the defendants; and we may now
add another, which is that no such authority was conferred in the
act of Congress granting the land. Whether we look at the language
employed, or the purpose to be accomplished or both combined, the
conclusion is irresistible that it was by future action
only that the legislature was authorized to dispose of the
lands even for the purpose therein described, and it is clear,
irrespective of the prohibitions hereafter to be mentioned, that
they could not be disposed of at all for any other purpose, nor in
such manner that they would inure to the benefit of any company
previously constituted and organized. Much reason exists to
conclude that the latter prohibition, notwithstanding the fact that
the defendants were not then organized, includes their company; but
in the view we have taken of the case, it is not necessary to
decide that question at the present time. Considered together and
irrespective of what follows, the first and third sections show
that the lands were to be held by the territory for the declared
use and purpose of constructing a specified public improvement;
that they could not be disposed of at all under any previous
territorial legislation, nor for any other purpose than the one
therein declared, nor to any company falling within the prohibition
set forth in the third section; but, restricted as the authorities
of the territory were by those limitations and prohibitions, their
hands were still more closely tied by the provisions of the fourth
section, which remain to be considered.
By the fourth section, it is provided
"That the lands hereby granted to the said territory shall be
disposed of by said territory only in the manner following -- that
is to say, no title shall vest in the said Territory of Minnesota,
nor shall any patent issue for any part of the lands hereinbefore
mentioned,
Page 66 U. S. 378
until a continuous length of twenty miles of said road shall be
completed through the lands hereby granted."
Provision is also made for the issuing of a patent for a
corresponding quantity of the lands when the Secretary of the
Interior should be satisfied that twenty miles are completed, and
so on till the whole was finished; and it also provides that if the
road is not completed in ten years, no further sale shall be made,
and the lands unsold shall revert to the United States. Comparing
the several provisions together, it is not perceived that they are
in any respect inconsistent, and certainly they all tend more or
less strongly to the same conclusion. Certain lands are granted to
the territory by the first section, to be held by it for a
specified use and purpose, to-wit, for the construction of a
specified public improvement, and to be exclusively applied to that
purpose, without any other restriction, except that the lands could
be disposed of only as the work progressed. To carry out that
purpose, the lands were declared by the third section to be subject
to the future disposal of the territorial legislature, but that in
no event should they inure to the benefit of any company previously
constituted and organized. Neither of those sections contain any
words which necessarily and absolutely vest in the territory and
beneficial interest in the things granted. Undoubtedly the words
employed are sufficient to have that effect, and if not limited or
restricted by the context or other parts of the act, they would
properly receive that construction; but the word "grant" is not a
technical word like the word "enfeoff," and although, if used
broadly, without limitation or restriction, it would carry an
estate or interest in the thing granted, still it may be used in a
more restricted sense, and be so limited that the grantee will take
but a mere naked trust or power to dispose of the thing granted and
to apply the proceeds arising out of it to the use and benefit of
the grantor. Whenever the words of a statute are ambiguous or the
meaning doubtful, the established rule of construction is that the
intention must be deduced from the whole statute and every part of
it. 1 Kent's Com. 462. Intention in such cases must govern when it
can be discovered, but in the search for it, the whole statute must
be regarded, and, if practicable, so expounded as to give
Page 66 U. S. 379
effect to every part. That rule cannot be applied to this case
if it be admitted that a beneficial interest in the lands passed to
the territory, because it is expressly provided by the fourth
section of the act that no title shall vest in the Territory of
Minnesota, nor shall any patent issue for any part of the lands,
until a continuous length of twenty miles of the road shall be
completed. Unless that whole provision, therefore, be rejected as
without meaning or as repugnant to the residue of the act, it is
not possible, we think, to hold that the territory acquired a
vested interest in the lands at the date of the act; and yet the
fourth section contains the same words of grant as are to be found
in the first and third, and no reason is perceived for holding that
they are not used in the same sense. It is insisted by the
defendants that the provision does not divest the grant of a
present interest; that it only so qualifies the power of disposal
that the territory cannot place the title beyond the operation of
the condition specified in the grant. But they do not attempt to
meet the difficulty that, by the express words of the act, the
absolute title remained in the grantor at least until twenty miles
of the road were completed; nor do they even suggest by what
process of reasoning the four words "no title shall vest" can be
shorn of their usual and ordinary signification except to say that
it would be doing great injustice to Congress to hold,
notwithstanding the words of the first section, that no title
passed to the grantee. Whether the provision be just or unjust, the
words mentioned are a part of the act, and it is not competent for
this Court to reject or disregard a material part of an act of
Congress unless it be so clearly repugnant to the residue of the
act that the whole cannot stand together. On the other hand, if it
be assumed that the territory acquired but a mere naked trust or
power to dispose of the lands and carry out the contemplated public
improvements therein described, then the whole act is consistent
and harmonious.
Sims v. Lively, 14 B.Mon. 432
These considerations tend so strongly to support the latter
theory that, even admitting the rule of construction assumed by the
defendants that the grant must be construed most strongly against
the grantor, we would still be constrained to
Page 66 U. S. 380
hold that the second proposition submitted by them cannot be
sustained. Legislative grants undoubtedly must be interpreted, if
practicable, so as to affect the intention of the grantor, but if
the words are ambiguous, the true rule of construction is the
reverse of that assumed by the defendants, as is well settled by
repeated decisions of this Court.
Charles River Bridge v.
Warren Bridge, 11 Pet. 544
Most of the cases bearing upon the point previously decided were
very carefully reviewed on that occasion, and consequently it is
not necessary to refer to them. Judge Story dissented from the
views of the majority of the judges, but the opinion of the Court
has since that time been constantly followed. Later decisions of
this Court regard the rule as settled that public grants are to be
construed strictly, and that nothing passes by implication. That
rule was applied in the case of
Mills
v. St. Clair County, 8 How. 581, and the court said
the rule is that if the meaning of the words be doubtful in a grant
designed to be a general benefit to the public, they shall be taken
most strongly against the grantee and for the government, and
therefore should not be extended by implication in favor of the
grantee beyond the natural and obvious meaning of the words
employed; and if those do not support the right claimed, it must
fall. Any ambiguity in the terms of the contract, said the Court in
the case of
Richmond R. v. Louisa R.
Co., 13 How. 81, must operate against the
corporation, and in favor of the public, and the corporation can
claim nothing but what is given by the act.
Perrine v. Chesapeake
Canal Co., 9 How. 192. Taken together, these
several cases may be regarded as establishing the general doctrine
that whenever privileges are granted to a corporation and the grant
comes under revision in the courts, such privileges are to be
strictly construed against the corporation and in favor of the
public, and that nothing passes but what is granted in clear and
explicit terms.
Ohio Life and Trust Co. v.
Debolt, 16 How. 435;
Com. v. Erie & N.E.
Railroad Co., 27 Pa. 339;
Stourbridge v. Wheeley, 2
Barn. & Ad. 792;
Parker v. Great W. Railway Co., 7 M.
& Gr. 253.
Page 66 U. S. 381
That rule is plainly applicable to this case, and when applied,
we think it is clear that the territory acquired nothing under the
act of Congress set up in the answer but a mere naked trust or
power to dispose of the lands in the manner therein specified and
to apply the same to the use and purpose therein described. Suppose
it to be so, then it is not controverted that Congress could at any
time repeal the act creating the trust, if not executed, and
withdraw the power. It is suggested, however, that the closing
paragraph of the fourth section of the act is inconsistent with
this view of the case, but we think not. Until the trust or power
conferred was revoked by a repeal of the act, the lands were to be
held by the territory for the use and purpose therein described,
and of course were to be withdrawn from sale and entry under the
preemption laws of the United States, and unless some period was
fixed for the completion of the contemplated improvement, the delay
might become the subject of complaint and embarrassment. Ten years
were accordingly allowed for that purpose, and if the work was not
completed within that time, then the power of the territory to
dispose of the lands was to cease without any further action on the
part of Congress. Such part of the lands as had been appropriated
at the expiration of that period in execution of the work were to
be unaffected by that provision, but the residue would cease to be
held by the territory for the use and purpose for which the lands
had been granted, and would again fall within the operation of the
preemption laws. Another suggestion is that if the views of the
plaintiff be adopted by the court, the same rule will apply to all
the grants made by Congress to the states and other territories. Of
course the suggestion is correct if such other grants are made in
the same terms and are subject to the same limitations,
restrictions, and prohibitions, but we have looked into that
subject, and think it proper to say that we see no foundation
whatever for the suggestion. One of those grants came under the
revision of the Court in the case of
Lessieur
v. Price, 12 How. 76, and this Court held, and we
have no doubt correctly, that it was a present grant, and that the
legislature was vested with full power
Page 66 U. S. 382
to select and locate the land; but the case is so unlike the
present that we do not think it necessary to waste words in
pointing out the distinction. Our conclusion upon the whole case is
that the act of Congress set up in the replication of the plaintiff
is a valid law, and that the plaintiff is entitled to prevail in
the suit.
MR. JUSTICE NELSON.
I cannot agree to the judgment of the Court in this case. The
fundamental error of the opinion, I think, consists in not
distinguishing between public and private legislative grants. The
former concern government -- are grants of political power, or of
rights of property, connected with the exercise of political power
for public purposes, in which no individual or corporate body can
set up a vested interest, any more than a public functionary can
set up a vested or private interest in his office. These are grants
that may be altered, modified, or repealed, at the will of the
legislature. Examples of this description of grants are the
erection of towns and the incorporation of cities and villages to
which are delegated a portion of the political power of the
government, to be administered within their limits and
jurisdiction. Private legislative grants are subject to very
different considerations. These are grants of rights of property,
lands, or franchises, which may be made to individuals or corporate
bodies, to towns, counties, states, or territories, and in which
the grantee may have private beneficial interests. Examples are the
grant of lands to a town for the founding of a school, or of a
church, or for the benefit of the poor of the town. The grantee in
all such cases takes a beneficial interest in the grant as the
representative of the persons for whose benefit it is made. The
town has an interest in the encouragement and support of schools,
in the education of the people under its charge, in the support and
maintenance of religion and religious institutions, and in the
maintenance of the poor. It is well settled in this Court that
grants of this description, when made by the legislature of a
state, cannot be recalled, and we do not perceive any reason why
the inviolability of the same class of grants should be less when
made by the legislative power of
Page 66 U. S. 383
the general government. Congress has made many grants of lands
to states and territories for the same or kindred objects; for the
founding of seminaries of learning; for building common roads,
railroads, and canals; for reclaiming marsh lands, clearing
obstructions from rivers, and other like objects. Now can it be
said that the states and territories have no beneficial interest in
these grants, or that they hold them as the mere agents of the
general government, or as naked trustees, and that they may be
recalled at pleasure? I think not; certainly this is not the
language of the Court in respect to similar grants made by the
states to public corporate bodies such as town and cities. If this
be the sound construction of this class of grants, and the one to
be hereafter adopted and applied, I do not see that any effect is
to be given to them until the lands granted have been sold and
conveyed to purchasers. They might take a valid title under the
power of sale contained in the grant. But even then, the state or
territory would derive no benefit from the grant after the sale,
for if they hold the lands as public agents or naked trustees for
the general government, as has been argued, the purchase money
would belong to it, and might be reclaimed. Certainly if the states
and territories are the mere agents of the general government in
the grants mentioned, the money would belong to the principal.
Indeed, upon the doctrine contended for, I do not see how the
sixteenth section in every township of the public lands which is
reserved to it for common schools can be held by in indefeasible
title. The use for which the grant is made in that instance is as
much a public one as a grant of land to the town to build a canal,
a turnpike, or railroad. And if a public use of this description
deprives the town of any beneficial interest in the grant, then
Congress may reclaim this sixteenth section if unsold, and, if
sold, the purchase money.
It has been strongly insisted that the grant in question rests
upon different principles from one in which the title to the lands
has vested directly in the state or territory upon the passage of
the law. The 3d section provides that the lands hereby granted
&c., shall be subject to the disposal of the legislature of the
territory for the purpose mentioned. The
Page 66 U. S. 384
4th section:
"The lands hereby granted &c., shall be disposed of by the
territory in the following manner: no title shall vest in said
territory, nor shall any patent issue for any part of the land
until a continuous length of twenty miles of said road shall be
completed; and when the Secretary of the Interior shall be
satisfied that any twenty miles has been made, a patent shall issue
for a quantity of land not exceeding one hundred and twenty
sections, and so on until the road is finished."
And then ten years is given for the completion of the road.
This is a conditional grant, the condition particularly
specified in this fourth section. The condition is the construction
of twenty miles of the road, when one hundred and twenty sections
are to be conveyed, and so on. The idea seems to be that a
conditional grant of this description may be revoked, but not one
absolute in its terms. I am not aware of any such distinction.
Certainly none is to be found in the common law. At common law or
in equity, a conditional grant is just as obligatory and
indefeasible between the parties as one that is absolute. The grant
carries with it not only the right, but the obligation, of the
grantee to fulfill the condition, and until the failure to fulfill,
the obligation is complete and the grant irrevocable.
It would be singular if the grantor, by availing himself of his
own wrong in not waiting for the performance of the condition,
could defeat the grant. Certainly it cannot be maintained, that the
grant of land on condition is no grant until the condition is
performed. And if so, then why not as effectual and binding as an
absolute grant until default in the condition?
But there is another equally satisfactory answer to this ground
for revoking the grant. The provision relied on, instead of
furnishing evidence of an intent not to make a binding grant to the
territory, leads to a contrary conclusion. Its object cannot be
mistaken. It was to secure the application of the lands or the
proceeds of them to the construction of the road. The act had
before declared that the lands granted should be disposed of by the
territory only as the work progressed and in
Page 66 U. S. 385
furtherance of this purpose, and to prevent any failure of it,
provided that no title should vest or patent issue except from time
to time as twenty miles of the road were completed. The argument
that this provision indicates an intention on the part of Congress
not to vest any beneficial interest in the territory in the lands
seems to me to be founded on a misapprehension of its purport and
effect, which was simply to secure the accomplishment of the
purposes of the grant.
Then as to the difference between this grant and the numerous
others of a similar description, which it is said are subject to a
different interpretation. I have examined several of them. The
present one is a copy of the others
mutatis mutandis, with
one exception, and that is instead of withholding the title to the
lands till the twenty miles of the road are completed, the act
forbids the sale of them till the condition is fulfilled. In the
one instance, on satisfying the Secretary of the Interior that the
twenty miles have been constructed, the patent issues for the
several sections specified; in the other, on satisfying him that
the work has been done, he gives to the state or territory an
authority to sell. The different provisions prescribe a different
mode of securing the application of the lands to the purposes of
the grant. This is the object and only object of each of them, and
so far as this distinction goes, other grants of this description
will be entitled to the benefit of it in case of an attempt to
revoke them.
MR. JUSTICE WAYNE concurred in the dissent expressed by MR.
JUSTICE NELSON, and added, as a further reason against the judgment
of the court, that after this grant was made, more than a million
of dollars was subscribed upon the faith of it to the railroad
corporation.
MR. CHIEF JUSTICE TANEY, MR. JUSTICE GRIER, and MR. JUSTICE
SWAYNE concurred in the opinion of MR. JUSTICE CLIFFORD.
MR. JUSTICE CATRON did not sit in the case, being prevented by
illness.
Page 66 U. S. 386
Judgment of the district court reversed and the cause
remanded with directions to overrule the demurrer filed by the
defendants, issue a writ of inquiry to ascertain the plaintiff's
damages, and after the return of the inquisition to enter judgment
in his favor.
