1. 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 a
state has held that such subsequent act was a valid act and decreed
accordingly, the jurisdiction of this Court under the 25th section
of the Judiciary Act of 1789, attaches.
2. The statute of a state may make a contract as well by
reference to a previous enactment making one, and extending the
rights &c., granted by such enactment to a new party, as by
direct enactment setting forth the contract in all its particular
terms. And a third contract may be made in a subsequent statute by
importation from the previously imported
Page 70 U. S. 52
contract, in the former statute, and a fourth contract by
importation from a third.
The doctrine applied by the Court to a somewhat nice case before
it.
3. An enactment by a state, in incorporating a company to build
a toll bridge and take tolls fixed by the act, that it should not
be lawful for any person or persons to erect any bridge within two
miles either above.
or below the bridge authorized, held to be within the case of
the
Dartmouth College v.
Woodward, 4 Wheat. 625, and a contract inviolable
-- this though the charter of the company was without limit as to
the duration of its existence.
4. A clause in a statute "that it shall not be lawful for any
person or persons to erect a bridge within a distance of
two miles" means not only that no person or association of persons
shall erect such a bridge with out legislative authority; but that
the legislature itself will not make it lawful for any person or
association of persons to do so by giving them authority.
The Legislature of New York was desirous in early times to have
turnpike communications from the Chenango River, in the interior of
the states as the river approaches the Pennsylvania line, to the
Hudson River at and below Newburgh, on that stream. Roads from the
one river to the other by the routes contemplated had to cross the
east branch of the Susquehanna, the east and west branches of the
Delaware, and it was proposed also to make a bridge westward across
the Chenango River itself. Accordingly, on the 6th of April, 1805,
the legislature passed an act to establish a "turnpike
corporation," as it was called, for these purposes. The act was a
very long one -- forty-two sections -- and for the purpose of a
subdivision of labor, created in fact some four or five
corporations. Among them a company for the purpose of building, by
subscription of capital, bridges over the west and
east
branches of the Delaware River, was incorporated by the name of
"The President and Directors of the
Delaware Bridge
Company." The sections of the act relating to this company, fifteen
in number, besides incorporating company
in form, with the
usual incidents, "continual succession," "suing," &c., gave it
the right of purchasing, holding, and conveying any estate, real
and personal, necessary to fulfill the end and intent of the
corporation. They prescribed the mode of organizing the company,
the kind of
Page 70 U. S. 53
bridge to be built, the places where toll gates should be put,
the amount of tolls to be taken after the judges of Delaware County
should declare that the bridge was finished, the duty of care and
superintendence of the bridge, and the penalty (forfeiture of
charter) of neglect to repair or rebuild it if out of order or
carried away; the punishment to be inflicted on anyone who
willfully injured it &c.
Power was given to the directors to increase the stock of the
company from time to time, after the original capital had been
expended, as the exigency should in their judgment require, by
assessments on the old shares, and to collect it, with a right of
forfeiture of the old shares, if not paid, and shares in the
corporation were made personal property.
The 31st section enacted:
"
It shall not be lawful for any person or persons to erect
any bridge, or establish any ferry across the said west and east
branches of Delaware River, within two miles either above or below
the bridges to be erected and maintained in pursuance of this act,
. . . provided, nevertheless,"
the act went on to say,
"that nothing herein contained shall be construed to prevent any
person, residing within two miles of the said bridges, from
crossing the said river to or from his or her own house or land
with his or her own boat or craft, without being subject to the
payment of any toll."
An additional -- the 36th -- section provided that, at the
expiration of thirty years,
the bridge should become the
property of the people of this state.
So far as regards the Delaware Bridge Company.
A subsequent part of the same act -- its 38th section --
incorporated another company -- a single company -- "The
Susquehanna Bridge Company," for the purpose of erecting a
bridge across the Susquehanna, at what was then called Oquaga, and
since Windsor; and
also for erecting a bridge at Chenango
Point, the now village of Binghamton.
This section enacts, among other things, that the persons named,
their successors and assigns,
"Shall be and are hereby created a body politic, and by the
Page 70 U. S. 54
name of 'The Susquehanna Bridge Company,' their successors and
assigns
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 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 charters of these bridge companies -- inserted, as already
mentioned, in the body of the act incorporating the road -- were
prefaced by this preamble.
"Whereas, the foregoing road incorporation cannot be
sufficiently carried into effect, or the public convenience fully
promoted, if durable and permanent bridges across the Susquehanna
and Chenango Rivers, and the east and west branches of Delaware
River, at the several places of intersection of the said roads, are
not at the same time erected and maintained. And whereas, by reason
of the great expense necessarily to be incurred in erecting and
maintaining such bridges, on account of the size and rapidity of
those streams, and the extraordinary freshets and frequent
obstructions happening in those rivers, to which such bridges will
be exposed, and which will endanger their permanency and
durability, and may call forth a frequent renewal of the whole
capital required for rebuilding such bridges, and therefore require
a power (not contained in the foregoing incorporations) of calling
from the stockholders, from time to time, such sums as shall be
required for upholding such bridges, and which equally forbid the
policy incorporated in the foregoing incorporations, that said
property shall revert to the state; and whereas it is suggested
that it will be most expedient for the purposes aforesaid to make
two separate and distinct bridge incorporations, with powers
adequate to the accomplishment thereof in the best possible manner.
Therefore,"
"Section 23. Be it enacted,"
&c.
On the 1st April, 1808, the Susquehanna and Chenango bridges not
being yet built, another act was passed amendatory of the old one.
It ran in substance thus:
Page 70 U. S. 55
"
Section 3. Be it enacted,
that the incorporation
of the Susquehanna Bridge Company shall hereafter be deemed and
considered to exist for the sole purpose of erecting and
maintaining a toll bridge, under their said charter, across the
Susquehanna River at Oquaga, under all its present provisions,
except the limitation of its duration of thirty years, which said
limitation shall be and hereby is repealed,@ and that the time
within which it shall be built shall be and hereby is extended to
four years from the passing of this act."
"
Section 4. And be it further enacted, that for the
purpose of erecting and maintaining a toll bridge across the
Chenango River, at or near Chenango Point, the present
stockholders of the
Susquehanna Bridge Company, or such
others as shall associate for that purpose, shall be and hereby are
created a body corporate, in fact and in name, by the name and
style of 'The Chenango Bridge Company,' and as such to have
perpetual succession, under all the
provisions, regulations,
restrictions, clauses, and
provisions [
Footnote 1] of the before-mentioned
Susquehanna Bridge Company."
Under this last section, several persons consociated themselves,
in 1808, under the name of the
Chenango Bridge Company,
and built a toll-bridge at Chenango Point,
about one hundred
rods above the point at which that stream merges itself and is lost
in the larger and more important Susquehanna.
In 1805, when the first act was passed, Chenango Point had but
two or three houses, was a small place every way; hard,
comparatively, of access; and with a surrounding region sparsely
populated. Matters were not much different in 1808 when the second
one was passed. In the course of fifty years, the condition of
things had changed. Population had increased. The New York and Erie
and other railways ran near the place. Villages had sprung up
around. In 1854, several persons, "inhabitants of the village of
Binghamton and its vicinity," presented a petition to the
Legislature
Page 70 U. S. 56
of New York, praying for the passage of an act authorizing an
additional bridge. Their petition set forth:
"That the said village, situated at the confluence of the
Susquehanna and Chenango Rivers, has a population of about ten
thousand persons. That it covers the point between the rivers, and
extends to the opposite side of both. That since the construction
of the New York & Erie Railroad, which crosses the Chenango
River about one mile from the mouth, the village has rapidly
extended up said river on both sides, and has largely increased,
particularly upon the westerly side."
"They represent that the depots of all the railroads are on the
easterly side of the Chenango above where it is proposed to place
the new bridge; that the said railroad depots occasion much travel
to and from them, to and from the westerly side of the Chenango
River, and that those who would cross in the vicinity of said
depots are compelled to go nearly one-half mile down the Chenango
River and up it again on the other side, to and from the depots,
thus losing nearly one mile of travel upon every such occasion.
That a large volume of travel constantly passes over said old
Chenango bridge, so great that it is frequently blocked up, by
waiting for some to pay toll and otherwise, to the hindrance of
travelers and citizens, and especially upon public days and funeral
occasions. That all the churches, except the Catholic, are
situated, and the principal business streets are upon the easterly
side of the Chenango, and that the new, and hereafter to be
principal public cemetery is situated upon the westerly side of the
Chenango, about one mile above the old bridge. That the river is
subject to high freshets and ice floods, and that in case the
present bridge across the Chenango should be carried away there
would be no means but a railroad bridge, where travel is not
permitted, of reaching said churches, nor the business street from
the westerly side of the Chenango, or the cemetery from the
easterly side, nor could numerous citizens who reside upon the
westerly side of the Chenango reach their places of business. That
by reason of the great amount of travel over the present bridge and
other causes it is frequently out of repair, so that only one side
of it can be used, and at such times it is passed only with great
delay and difficulty. "
Page 70 U. S. 57
The Legislature of New York accordingly, by "An act to
incorporate the Binghamton Bridge Company," passed April 5, 1855,
granted a charter to another bridge company who built a bridge a
few rods above the old one. This greatly diminished and seemed
likely to destroy its tolls, which had been for a long time
profitable.
The old bridge company now accordingly filed a bill in the
supreme court of New York to enjoin the new rival.
The bill -- resting itself, of course, on the postulate that the
rights given by the act of 1805 to the Delaware Bridge Company were
imported by the 38th section of it into that of the Susquehanna
Company of that act; that these again, thus imported, were
translated (with the thirty-years restriction only thrown off) into
the third section of the act of 1808, and that these last were
carried finally into the fourth section of this new act -- insisted
that these various enactments made an "absolute, unconditional, and
unlimited
contract" with them that no bridge should ever
be built over the Chenango River within two miles of theirs, either
above or below it.
The answer denied the contract set up.
The Supreme Court of New York dismissed the bill. On appeal, the
Court of Appeals, the highest court of the state of law or equity
in which a decision of the matter could be had, affirmed the
decree. The case was now brought here for review; the matter coming
here, of course, under the 25th section of the Judiciary Act of
1789, which provides that a final judgment or decree in the highest
court of law or equity in a state,
"where
is drawn in question the validity of a statute of any
state on the ground of its being repugnant to the Constitution of
the United States, and the decision is in favor of such
validity, may be examined and reviewed in this Court,"
and the allegation being that the act of April 5, 1855,
incorporating the new bridge company, was contrary to that clause
of the Constitution of the United States which ordains that "no
state shall pass any law impairing the obligation of
contracts."
The certificate from the Court of Appeals declared that
Page 70 U. S. 58
the question raised by the Chenango Bridge Company, appellants
in the case was:
"That the said Act of April 5, 1855, was repugnant to the
Constitution of the United States, and the question decided by this
Court
in order to induce the judgment of this Court was
that the said Act of April 5, 1855, was not repugnant to the
Constitution of the United States, and that said Act of April 5,
1855, is held valid and binding by this Court notwithstanding said
act was drawn in question in this cause, and the question clearly
raised therein that said act was void as aforesaid."
It was then "ordered that the record and proceedings be remitted
to the Supreme Court," here to be proceeded upon according to
law.
Three questions were made here:
1st. A preliminary one, not very much pressed, whether the
certificate gave this Court jurisdiction under the 25th section of
the Judiciary Act.
2d. Did the acts of 1805 and 1808 give the complainants an
exclusive and perpetual privilege against anybody, either
individuals or legislature.
3d. Supposing that under the expression "it shall not be lawful
for any
person or persons to erect any bridge," it gave
them such privilege as against individuals, did it give them such
right as against the legislature also.
[To understand fully the argument on this third point, it must
be stated that it was assumed in the argument by the Chenango
company's counsel, and was stated as a fact in some of the opinions
below, that in 1797 an act was passed providing for the opening and
construction of highways and
bridges by superintendents
and commissioners of highways, and that in the same year provision
was made to authorize and regulate ferries within the state --
forbidding the establishing and use of any ferry for profit and
hire unless duly authorized, and conferring authority upon the
courts of common pleas in each county of the state to grant
licenses for keeping ferries, as many and to such persons as the
court shall think proper.]
Page 70 U. S. 71
MR. JUSTICE DAVIS delivered the opinion of the Court. [
Footnote 2]
The Constitution of the United States declares that no state
shall pass any law impairing the obligation of contracts, and the
25th section of the Judiciary Act provides that the final judgment
or decree of the highest court of a state in which a decision in a
suit can be had may be examined and reviewed in this Court if there
was drawn in question in the suit the validity of a statute of the
state on the ground of its being repugnant to the Constitution of
the United States and the decision was in favor of its
validity.
The plaintiffs in error brought a suit in equity in the supreme
court in New York alleging that they were
Page 70 U. S. 72
created a corporation by the legislature of that state on the
first of April, 1808, to erect and maintain a bridge across the
Chenango River at Binghamton, with perpetual succession, the right
to take tolls, and a covenant that no other bridge should be built
within a distance of two miles either way from their bridge, which
was a grant in the nature of a contract that cannot be impaired.
The complaint of the bill is that notwithstanding the Chenango
Bridge Company have faithfully kept their contract with the state
and maintained for a period of nearly fifty years a safe and
suitable bridge for the accommodation of the public, the
Legislature of New York, on the fifth of April, 1855, in plain
violation of the contract of the state with them, authorized the
defendants to build a bridge across the Chenango River within the
prescribed limits, and that the bridge is built and open for
travel.
The bill seeks to obtain a perpetual injunction against the
Binghamton Bridge Company from using or allowing to be used the
bridge thus built on the sole ground that the statute of the state
which authorizes it is repugnant to that provision of the
Constitution of the United States which says that no state shall
pass any law impairing the obligation of contracts. Such
proceedings were had in the inferior courts of New York that the
case finally reached and was heard in the Court of Appeals, which
is the highest court of law or equity of the state in which a
decision of the suit could he had. And that court held that the act
by virtue of which the Binghamton bridge was built was a valid act,
and rendered a final decree dismissing the bill. Everything,
therefore, concurs to bring into exercise the appellate power of
this Court over cases decided in a state court and to support the
writ of error, which seeks to reexamine and correct the final
judgment of the Court of Appeals in New York.
The questions presented by this record are of importance, and
have received deliberate consideration.
It is said that the revising power of this Court over state
adjudications is viewed with jealousy. If so, we say, in the words
of Chief Justice Marshall,
"that the course of the
Page 70 U. S. 73
judicial department is marked out by law. As this Court has
never grasped at ungranted jurisdiction, so it never will, we
trust, shrink from that which is conferred upon it."
The constitutional right of one legislature to grant corporate
privileges and franchises so as to bind and conclude a succeeding
one has been denied. We have supposed if anything was settled by an
unbroken course of decisions in the federal and state courts, it
was that an act of incorporation was a contract between the state
and the stockholders. All courts at this day are estopped from
questioning the doctrine. The security of property rests upon it,
and every successful enterprise is undertaken in the unshaken
belief that it will never be forsaken.
A departure from it now would involve dangers to society that
cannot be foreseen, would shock the sense of justice of the
country, unhinge its business interests, and weaken, if not
destroy, that respect which has always been felt for the judicial
department of the government. An attempt even to reaffirm it could
only tend to lessen its force and obligation. It received its
ablest exposition in the case of
Dartmouth College v.
Woodward, [
Footnote 3]
which case has ever since been considered a landmark by the
profession, and no court has since disregarded the doctrine that
the charters of private corporations are contracts protected from
invasion by the Constitution of the United States. And it has since
so often received the solemn sanction of this Court that it would
unnecessarily lengthen this opinion to refer to the cases or even
enumerate them.
The principle is supported by reason as well as authority. It
was well remarked by the Chief Justice in the
Dartmouth
College case
"that the objects for which a corporation is created are
universally such as the government wishes to promote. They are
deemed beneficial to the country, and this benefit constitutes the
consideration, and in most cases the sole consideration, for the
grant."
The purposes to be attained are generally beyond the ability of
individual enterprise,
Page 70 U. S. 74
and can only be accomplished through the aid of associated
wealth. This will not be risked unless privileges are given and
securities furnished in an act of incorporation. The wants of the
public are often so imperative that a duty is imposed on government
to provide for them, and as experience has proved that a state
should not directly attempt to do this, it is necessary to confer
on others the faculty of doing what the sovereign power is
unwilling to undertake. The legislature therefore says to public
spirited citizens:
"If you will embark, with your time, money, and skill in an
enterprise which will accommodate the public necessities, we will
grant to you, for a limited period or in perpetuity, privileges
that will justify the expenditure of your money and the employment
of your time and skill."
Such a grant is a contract with mutual considerations, and
justice and good policy alike require that the protection of the
law should be assured to it.
It is argued as a reason why courts should not be rigid in
enforcing the contracts made by states that legislative bodies are
often overreached by designing men and dispose of franchises with
great recklessness.
If the knowledge that a contract made by a state with
individuals is equally protected from invasion as a contract made
between natural persons does not awaken watchfulness and care on
the part of lawmakers, it is difficult to perceive what would. The
corrective to improvident legislation is not in the courts, but is
to be found elsewhere.
A great deal of the argument at the bar was devoted to the
consideration of the proper rule of construction to be adopted in
the interpretation of legislative contracts. In this there is no
difficulty. All contracts are to be construed to accomplish the
intention of the parties, and in determining their different
provisions, a liberal and fair construction will be given to the
words, either singly or in connection with the subject matter. It
is not the duty of a court by legal subtlety to overthrow a
contract, but rather to uphold it any give it effect, and no
strained or artificial rule of construction is to be applied to any
part of it. If there is no ambiguity
Page 70 U. S. 75
and the meaning of the parties can be clearly ascertained,
effect is to be given to the instrument used, whether it is a
legislative grant or not. In the case of the
Charles River
bridge, [
Footnote 4] the
rules of construction known to the English common law were adopted
and applied in the interpretation of legislative grants, and the
principle was recognized that charters are to be construed most
favorably to the state, and that in grants by the public, nothing
passes by implication. This Court has repeatedly since reasserted
the same doctrine, and the decisions in the several states are
nearly all the same way. The principle is this: that all rights
which are asserted against the state must be clearly defined, and
not raised by inference or presumption, and if the charter is
silent about a power, it does not exist. If on a fair reading of
the instrument reasonable doubts arise as to the proper
interpretation to be given to it, those doubts are to be solved in
favor of the state, and where it is susceptible of two meanings,
the one restricting and the other extending the powers of the
corporation, that construction is to be adopted which works the
least harm to the state. But if there is no ambiguity in the
charter and the powers conferred are plainly marked and their
limits can be readily ascertained, then it is the duty of the court
to sustain and uphold it and to carry out the true meaning and
intention of the parties to it. Any other rule of construction
would defeat all legislative grants, and overthrow all other
contracts. What then are the rights of the parties to this
controversy?
In 1805, the State of New York passed an act, in forty-two
sections, creating five different corporations. The main purpose of
the act was, at that early day, to secure for the convenience of
the public good turnpike roads; but the country was new, the
undertaking hazardous, the roads crossed large and rapid streams,
and the legislature in its wisdom thought proper to create two
separate and distinct bridge incorporations, with larger powers
than were conferred on the turnpike corporations.
Page 70 U. S. 76
The preamble to the 23d section declares the motives and purpose
of the legislature. Heavy freshets and dangerous obstructions to
which the streams were subject seemed likely to endanger the
permanency of the bridges and to require frequent renewals of the
whole capital, and it was thought but just that the corporations
for erecting the bridges should be relieved from the policy of
reversion which attached to the corporations for constructing the
turnpike roads, and that full powers, adequate to the execution of
the work in the best manner, should be assured to those citizens
who would successfully accomplish the building of the bridges. It
is impossible to read this recital and escape the conclusion that
the legislature thought the enterprise did not promise present
remuneration and that large powers and exclusive privileges must be
given to get the stock taken and the bridges built. It is evident
that what was then considered a great scheme of internal
improvement was in the mind of the legislature. Such a scheme was,
at that early period in the history of the state, not of easy
solution. It required more energy and foresight, and involved
greater hazard, in the commencement of this century to build
turnpike roads through an unbroken wilderness and erect bridges
over dangerous streams than it would now to checker the surface of
a state with railways. These considerations are great helps in
arriving at a correct knowledge of the intention of the legislature
and in giving a proper construction to the grants that were made.
For it should never be lost sight of that the main canon of
interpretation of a contract is to ascertain what the parties
themselves meant and understood. In order to connect the turnpike
roads, it was necessary to cross the east and west branches of the
Delaware, the Susquehanna, and Chenango rivers. These streams were
all in the same category. The work of improvement was incomplete
until each was spanned with substantial bridges, and there is
nothing to show that the dangers apprehended and which formed the
inducements to the grant of large powers did not apply to all of
them alike. Fifteen sections of the act are devoted
Page 70 U. S. 77
to the creation of the Delaware Bridge Company for the purpose
of erecting bridges over the east and west branches of the Delaware
River, with the usual faculties, powers, and incidents of a
corporation and subject to the usual duties, regulations,
restraints, and penalties. The duration of the company was limited
to thirty years, and competing bridges or ferries within the
prescribed limits of two miles above and below were forbidden.
These were important privileges, and justified by the peculiar
circumstances of the country, and it is easy to see that without
them, prudent men would not have engaged in the enterprise. The
Delaware Bridge Company having been constituted with great
minuteness of detail, a few words and a single section sufficed to
bring into existence the Susquehanna Bridge Company. The
thirty-eighth section of the act created the latter corporation, to
erect and maintain toll bridges across the Susquehanna and Chenango
Rivers, at certain localities, and further declared that the
"Susquehanna Bridge Company 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 all and singular
the
provisions, sections, and
clauses thereof not
inconsistent with the particular provisions therein contained shall
be, and hereby are, fully extended to the president and directors
of this corporation."
No one can read the entire act through and fail to perceive that
the legislature
intended to create two bridge
incorporations exactly similar in all material respects. Protection
was alike necessary to both, the public wants required both, the
scheme of improvement embraced both, the danger of present loss
applied to both, and there were the same motives to give valuable
franchises to both.
The inquiry, then, is has the legislature used language that
clearly conveys that intention, and on this point we entertain no
doubt.
It is not questioned that the provision limiting the
Delaware
Page 70 U. S. 78
charter to thirty years was carried into the Susquehanna
charter; but it is denied that the prohibition against competition
was also imported.
The clause in the Delaware charter on that subject is in the
following words:
"That it shall not be lawful for any person or persons to erect
any bridge, or establish any ferry across the said west and east
branches of the Delaware River within two miles either above or
below the bridges to be erected and maintained in pursuance of this
act."
This was undoubtedly a covenant with the Delaware company that
they should be free from competition within the prescribed limits.
It is argued, because the east and west branches of the Delaware
are named, that the prohibition was not intended to reach the
Susquehanna company. But this construction is narrow and technical,
and would defeat the very end the legislature had in view. It is
true there were certain minor provisions in the Delaware charter
which were peculiar to it, and of course it would be absurd to
suppose that they were transferred or intended to be transferred to
the Susquehanna company, but by the terms of the law, whatever
provisions were applicable were extended to the latter company. It
is easy to see that the legislature never meant that the judges of
Delaware County, who were to visit and inspect the Delaware
bridges, should also visit and inspect the Susquehanna, because
there were similar officers in Tioga County, where the Susquehanna
bridges were located. But the privilege against competition was
applicable to both corporations, and, in the unsettled state of the
country, necessary to the existence of both, for the legislature
well knew that it would be madness for adventurers to build toll
bridges in a new country, where travel was limited and settlers
few, if the right was retained to authorize other adventurers to
build other bridges, so near as to divide even that limited travel.
The form adopted in making the grants has weight in arriving at the
true legislative intention, and it is worthy of consideration that
it is not unusual in the legislation of this country to grant vast
powers in a short act by referring to and adopting the provisions
of other
Page 70 U. S. 79
corporations, of like purposes. In fact, some of the great
enterprises of the day have sprung into existence and distributed
their blessings by virtue of legislation similar to that which
created the Susquehanna Bridge Company. The object is apparent --
not to encumber the statute book by useless repetition and
unnecessary verbiage. The Legislature of New York, at great length
and with commendable care and circumspection, incorporated the
Delaware company and then, to avoid repetition, gave to the
Susquehanna company all the rights and advantages which in the same
act were conferred on the Delaware corporation.
This was
enough, but in fear of cavil and to avoid any misconstruction
and out of superabundant caution it was declared that all the
provisions, sections, and clauses in the Delaware charter not
inconsistent with the particular provisions of the
Susquehanna charter should be fully extended to the president and
directors of the latter corporation. There were no inconsistencies
between the two corporations, except such as would arise from
difference in
locality, and in every other respect the
corporations were alike. Each was to bridge two streams, and each
needed and did receive the fostering care of the legislature. When
it is conceded, as it must be, that a franchise which prohibits
competition is an advantage, and that it was enjoyed by the
Delaware company, and that there is nothing in the peculiar
provisions of the Susquehanna charter which prevents that company
from enjoying it, then it is conferred and there is an end to
controversy.
The history of the subsequent legislation of the state on the
subject of these bridges is explanatory of the intention of the
legislature of 1805 and confirmatory of the view already taken. In
1808, the Susquehanna and Chenango bridges were not built, and
longer time and greater privileges were required to insure the
success of that enterprise. The legislature, in fear that the
scheme of internal improvement, which was not complete without the
bridges, would fail, furnished still greater inducements to the
parties proposing to erect them. The thirty years limitation was
repealed and the charter made perpetual, and the time limited
Page 70 U. S. 80
for building the bridges was extended four years. And these
provisions of the Susquehanna charter, which were thus altered, and
treated by the legislature of 1808 as belonging to it were, if part
of it, imported from the Delaware charter. Can it be supposed, when
the Susquehanna company was demanding higher privileges in order to
live, that it was the intention of the legislature to deprive it of
the right to shut out competition, with which the Delaware company
was invested, and which was nearly as valuable as the right to take
tolls?
The intention of the legislature was manifest to confer on the
Susquehanna corporation all the advantages enjoyed by the Delaware
company that were applicable to it, and consistent with the
different locality it occupied; and the language used, in our
opinion, gives effect to that intention; and the two-mile
restriction is as much a part of the charter of the Susquehanna
company, as if it had been directly inserted in it. It is argued
that the restriction cannot apply to the Chenango bridge, because
it is located less than two miles from the confluence of the
Chenango River with the Susquehanna. But the restriction is for two
miles, either above or below the bridges, and is applicable to a
bridge built above and within the prohibitory limits, although a
question might arise, whether it was extended to a bridge which was
built below the junction of the streams. The Susquehanna company,
by the original charter, was to erect bridges over both the
Susquehanna and Chenango Rivers; but, with the amendments which
were made in 1808, it was declared to exist for the sole purpose of
building and maintaining a bridge over the Susquehanna, while at
the same time the privilege of bridging the Chenango was given to
"The Chenango Bridge Company," a new corporation, created with the
same faculties and franchises, and subject to the same duties and
restrictions as the Susquehanna corporation.
The construction which has been given by us to the Susquehanna
charter is necessarily a solution of all questions pertaining to
the charter of the Chenango Bridge
Page 70 U. S. 81
Company. The legislature therefore contracted with this company,
if they would build and maintain a safe and suitable bridge across
the Chenango River, at Chenango Point, for the accommodation of the
public, they should have, in consideration for it, a perpetual
charter, the right to take certain specified tolls, and that it
should not be lawful for any person or persons to erect any bridge,
or establish any ferry, within a distance of two miles, on the
Chenango River, either above or below their bridge.
Has the legislature of 1855 broken the contract, which the
legislatures of 1805 and 1808 made with the plaintiffs?
The foregoing discussion affords an easy answer to this
question. The legislature has the power to license ferries and
bridges, and so to regulate them, that no rival ferries or bridges
can be established within certain fixed distances. No individual
without a license can build a bridge or establish a ferry for
general travel, for
"it is a well settled principle of common law that no man may
set up a ferry for all passengers, without prescription time out of
mind, or a charter from the King. He may make a ferry for his own
use, or the use of his family, but not for the common use of all
the King's subjects passing that way, because it doth in
consequence tend to a common charge, and is become a thing of
public interest and use, and every ferry ought to be under a public
regulation. [
Footnote 5]"
As there was no necessity of laying a restraint on unauthorized
persons, it is clear that such a restraint was not within the
meaning of the legislature. The restraint was on the legislature
itself. The plain reading of the provision, "that it shall not be
lawful for any person or persons to erect a bridge within a
distance of two miles," is that the legislature
will not make
it lawful by licensing any person, or association of persons,
to do it. And the obligation includes a free bridge as well as a
toll bridge, for the security would be worthless to the corporation
if the right by implication was reserved, to authorize the
erection
Page 70 U. S. 82
of a bridge which should be free to the public. The Binghamton
Bridge Company was chartered to construct a bridge for general road
travel, like the Chenango bridge, and near to it, and within the
prohibited distance. This was a plain violation of the contract
which the legislature made with the Chenango Bridge Company, and as
such a contract is within the protection of the Constitution of the
United States, it follows that the charter of the Binghamton Bridge
Company is null and void.
Decree of the Court of Appeals of New York reversed and a
mandate ordered to issue with directions to enter a judgment for
the plaintiff in error, the Chenango Bridge Company, in conformity
with this opinion.
[
Footnote 1]
This act of 1808, as given in the printed copies of the record
before the court, read as given above with the word "provisions"
inserted twice. In one of the opinions given below and submitted in
the argument here, the act was cited as reading, "under all the
provisions, regulations, restricting clauses, and provisions."
[
Footnote 2]
Nelson, J., not sitting, being indisposed.
[
Footnote 3]
17 U. S. 4
Wheat. 418.
[
Footnote 4]
36 U. S. 11
Pet. 544.
[
Footnote 5]
Hargrave's Law Tracts, ch. ii, 16;
The Enfield Toll Bridge
Co. v. Hartford & New Haven Railroad Co., 17 Conn. 63;
Hooker v. Cummings, 20 Johnson 100;
Bowman v.
Wathan, 2 McLean 383.
THE CHIEF JUSTICE and JUSTICES FIELD and GRIER dissented. The
latter delivering an opinion as follows:
I feel unable to concur in the opinion of the majority of my
brethren, which has just been read. The general principles of law,
as connected with the question involved in the case, are, no doubt,
correctly stated, as to the strict construction of statutes as
against corporations claiming rights so injurious to the public. My
objection is that they have not been properly applied to the case
before us.
The power of one legislature to bind themselves and their
posterity, and all future legislatures, from authorizing a bridge
absolutely required for public use, might well be denied by the
courts of New York; and as a construction of their own
constitution, we would have no right to sit in error upon their
judgment. But assuming a power for one legislature to restrain the
power of future legislatures, those who assert that it has been
exercised should prove their assertion beyond a doubt. Such
intention must be clearly expressed in the letter of the statute,
and not left to be discovered by astute construction and
inferences. Although an act of incorporation may be called a
contract, the rules of construction applied to it are admitted to
be the reverse of these applied to other contracts. Yet the opinion
of the
Page 70 U. S. 83
court, while admitting the rule of construction, proceeds on a
contrary hypothesis, and with great ingenuity, and astute
reasoning, has given a construction most favorable to the
monopolist, and injurious to the people.
The judgment given by the majority of my brethren regards the
general language of the act of incorporation as first bringing to
the
Susquehanna company a provision that "it shall not be
lawful for any person or persons to erect any bridge," &c.,
across the
east and west branches of the
Delaware, as then bringing this specific clause into the
charter of the Chenango company, and applying it to the
Chenango River (a river with but a
single
stream), making it, moreover, apply to that stream for two miles,
indeed, above the bridge, but for three-quarters of a mile only
below it, the river's entire extent in that direction, and finding
the complement of the "two miles," in a mile and a quarter of the
river Susquehanna, into which the Chenango falls and is lost. While
withal, by like construction only, the original limitation of
thirty years disappears, and the charter becomes perpetual.
This mode of interpreting a legislative grant appears to me
irrational, and beyond the most liberal construction that has been
given to that class of enactments. Indeed, the fact that it
required so ingenious and labored an argument by my learned brother
to vindicate such a construction of the act seems to me, of itself,
conclusive evidence that the construction should not be given to
it.
[See infra, p. <|70 U.S. 210|>210, Turnpike Co.
v. state -- REP.]
