1. An Act of the Legislature of Massachusetts passed Feb. 1,
1828, to incorporate the Boston Beer Company "for the purpose of
manufacturing malt liquors in all their varieties" declared that
the company should have all the powers and privileges and be
subject to all the duties and requirements contained in an Act
passed March 3, 1809, entitled " An Act defining the general powers
and duties of manufacturing corporations," and the several acts in
addition thereto. Said act of 1809 had this clause:
"
Provided always that the legislature may from time to
time, upon due notice to any corporation, make further provisions
and regulations for the management of the business of the
corporation and for the government thereof, or wholly to repeal any
act or part thereof, establishing any corporation, as shall be
deemed expedient."
In 1829, an act repealing that of 1809 and all acts in addition
thereto, and reserving similar power was passed. Under the
prohibitory liquor law of 1869, certain malt liquors belonging to
the company were seized as it was transporting them to its place of
business in said state with intent there to sell them, and they
were declared forfeited.
Held 1. that the provisions of
the act of 1809 touching the power reserved by the legislature,
having been adopted in the charter, were a part of the contract
between the state and the company, rendering the latter subject to
the exercise of that power; 2. that the contract so contained in
the charter was not affected by the repeal of that act, nor was its
obligation impaired by the prohibitory liquor law of 1869.
2. The company, under its charter, has no greater right to
manufacture or sell malt liquors than individuals possess, nor is
it exempt from any legislative control therein to which they are
subject.
3. All rights are held subject to the police power of a state,
and if the public safety or the public morals require the
discontinuance of any manufacture or traffic, the legislature may
provide for its discontinuance notwithstanding individuals or
corporations may thereby suffer inconvenience.
4. As the police power of a state extends to the protection of
the lives, health, and property of her citizens, the maintenance of
good order, and the preservation of the public morals, the
legislature cannot, by any contract, divest itself of the power to
provide for these objects.
5. While the Court does not assert that property actually in
existence and in which the right of the owner has become vested
when a law was passed may under its provisions be taken for the
public good without due compensation, nor lay down any rule at
variance with its decisions in regard to the paramount authority of
the Constitution and laws of the United states relating to the
regulation of commerce with foreign nations and among the several
states or otherwise, it reaffirms its decision in
Bartemeyer
v. Iowa, 18 Wall. 129, that as a measure of police
regulation, a state law prohibiting the manufacture and sale of
intoxicating liquors is not repugnant to any clause of that
Constitution.
Page 97 U. S. 26
6. It appearing from the record that the point that the
prohibitory liquor law of 1869 impaired the obligation of the
contract contained in the charter of the company was made on the
trial of the case and decided adversely to the company, and was
afterwards carried, by bill of exceptions, to the Supreme Court of
Massachusetts, where the rulings of the lower court were affirmed,
this Court has jurisdiction.
This was a proceeding in the Superior Court of Suffolk County,
Massachusetts, for the forfeiture of certain malt liquors belonging
to the Boston Beer Company and which had been seized as it was
transporting them to its place of business in said county with
intent there to sell them in violation of an Act of the Legislature
of Massachusetts, passed June 19, 1869, c. 415, commonly known as
the Prohibitory Liquor Law. The company claimed that under its
charter, granted in 1828, it had the right to manufacture and sell
said liquors and that said law impaired the obligation of the
contract contained in that charter and was void so far as the
liquors in question were concerned. The court refused to charge the
jury to that effect, and a verdict was found against the claimant.
The rulings of the superior court having been affirmed by the
Supreme Judicial Court of the Commonwealth, the company brought the
case here. The statutes of Massachusetts bearing on the case are
referred to in the opinion of the Court.
Page 97 U. S. 29
MR. JUSTICE BRADLEY delivered the opinion of the Court.
The question raised in this case is whether the charter of the
plaintiff, which was granted in 1828, contains any contract the
obligation of which was impaired by the prohibitory liquor law of
Massachusetts, passed in 1869, as applied to the liquor in question
in this suit.
Some question is made by the defendant in error whether the
point was properly raised in the state courts, so as to be
Page 97 U. S. 30
the subject of decision by the highest court of the state. It is
contended that although it was raised by plea in the municipal
court, yet, that plea being demurred to and the demurrer being
sustained, the defense was abandoned and the only issue on which
the parties went to trial was the general denial of the truth of
the complaint. But whatever may be the correct course of proceeding
in the practice of courts of Massachusetts -- a matter which it is
not our province to investigate -- it is apparent from the record
that the very point now sought to be argued was made on the trial
of the cause in the superior court, and was passed upon, and made
decisive of the controversy, and was afterwards carried by bill of
exceptions to the Supreme Judicial Court, and was decided there
adverse to the plaintiff in error on the very ground on which it
seeks a reversal.
The Supreme Court, in its rescript, expressly decides as
follows:
"Exceptions overruled for the reasons following:"
"The act of 1869, c. 415, does not impair the obligations of the
contract contained in the charter of the claimant so far as it
relates to the sale of malt liquors, but is binding on the claimant
to the same extent as on individuals."
"The act is in the nature of a police regulation in regard to
the sale of a certain article of property, and is applicable to the
sale of such property by individuals and corporations, even where
the charter of the corporation cannot be altered or repealed by the
legislature."
The judgment of the superior criminal court was entered in
conformity to this rescript, declaring the liquors forfeited to the
Commonwealth, and that a warrant issue for the disposal of the
same.
This is sufficient for our jurisdiction, and we are bound to
consider the question which is thus raised.
As before stated, the charter of the plaintiff in error was
granted in 1828, by an act of the legislature passed on the 1st of
February in that year, entitled "An Act to incorporate the Boston
Beer Company." This act consisted of two sections. By the first, it
was enacted that certain persons (named), their successors and
assigns,
"be, and they hereby are, made a corporation, by the name of The
Boston Beer Company, for the
Page 97 U. S. 31
purpose of manufacturing malt liquors in all their varieties in
the City of Boston, and for that purpose shall have all the powers
and privileges, and be subject to all the duties and requirements,
contained in an Act passed on the third day of March, A.D. 1809,
entitled 'An Act defining the general powers and duties of
manufacturing corporations,' and the several acts in addition
thereto."
The second section gave the company power to hold such real and
personal property to certain amounts, as might be found necessary
and convenient for carrying on the manufacture of malt liquors in
the City of Boston.
The general manufacturing act of 1809, referred to in the
charter, had this clause as a proviso of the seventh section
thereof:
"
Provided always that the legislature may from time to
time, upon due notice to any corporation, make further provisions
and regulations for the management of the business of the
corporation and for the government thereof, or wholly to repeal any
act or part thereof, establishing any corporation, as shall be
deemed expedient."
A substitute for this act was passed in 1829 which repealed the
act of 1809 and all acts in addition thereto with this
qualification:
"ut this repeal shall not affect the existing rights of any
person, or the existing or future liabilities of any corporation,
or any members of any corporation now established, until such
corporation shall have adopted this act and complied with the
provisions herein contained."
It thus appears that the charter of the company, by adopting the
provisions of the act of 1809, became subject to a reserved power
of the legislature to make further provisions and regulations for
the management of the business of the corporation and for the
government thereof, or wholly to repeal the act, or any part
thereof, establishing the corporation. This reservation of the
power was a part of the contract.
But it is contended by the company that the repeal of the act of
1809 by the act of 1829 was a revocation or surrender of this
reserved power.
We cannot so regard it. The charter of the company adopted the
provisions of the act of 1809 as a portion of itself, and those
provisions remained a part of the charter notwithstanding
Page 97 U. S. 32
the subsequent repeal of the act. The act of 1829 reserved a
similar power to amend or repeal that act, at the pleasure of the
legislature, and declared that all corporations established under
it should cease and expire at the same time when the act should be
repealed. It can hardly be supposed that the legislature, when it
reserved such plenary powers over the corporations to be organized
under the new act, intended to relinquish all its powers over the
corporations organized under or subject to the provisions of the
former act. The qualification of the repeal of the act of 1809,
before referred to, seems to be intended not only to continue the
existence of the corporations subject to it in the enjoyment of all
their privileges, but subject to all their liabilities, of which
the reserved legislative control was one.
If this view is correct, the Legislature of Massachusetts had
reserved complete power to pass any law it saw fit, which might
affect the powers of the plaintiff in error.
But there is another question in the case which, as it seems to
us, is equally decisive.
The plaintiff in error was incorporated "for the purpose of
manufacturing malt liquors in all their varieties," it is true, and
the right to manufacture, undoubtedly, as the plaintiff's counsel
contends, included the incidental right to dispose of the liquors
manufactured. But although this right or capacity was thus granted
in the most unqualified form, it cannot be construed as conferring
any greater or more sacred right than any citizen had to
manufacture malt liquor, nor as exempting the corporation from any
control therein to which a citizen would be subject if the
interests of the community should require it. If the public safety
or the public morals require the discontinuance of any manufacture
or traffic, the hand of the legislature cannot be stayed from
providing for its discontinuance by any incidental inconvenience
which individuals or corporations may suffer. All rights are held
subject to the police power of the state.
We do not mean to say that property actually in existence, and
in which the right of the owner has become vested, may be taken for
the public good without due compensation. But we infer that the
liquor in this case, as in the case of
Bartemeyer
Page 97 U. S. 33
v. Iowa, 18 Wall. 129, was not in existence when the
liquor law of Massachusetts was passed. Had the plaintiff in error
relied on the existence of the property prior to the law, it
behooved it to show that fact. But no such fact is shown and no
such point is taken. The plaintiff in error boldly takes the ground
that, being a corporation, it has a right, by contract, to
manufacture and sell beer forever notwithstanding and in spite of
any exigencies which may occur in the morals or the health of the
community requiring such manufacture to cease. We do not so
understand the rights of the plaintiff. The legislature had no
power to confer any such rights.
Whatever differences of opinion may exist as to the extent and
boundaries of the police power, and however difficult it may be to
render a satisfactory definition of it, there seems to be no doubt
that it does extend to the protection of the lives, health, and
property of the citizens, and to the preservation of good order and
the public morals. The legislature cannot by any contract divest
itself of the power to provide for these objects. They belong
emphatically to that class of objects which demand the application
of the maxim
salus populi suprema lex;, and they are to be
attained and provided for by such appropriate means as the
legislative discretion may devise. That discretion can no more be
bargained away than the power itself.
Boyd v. Alabama,
94 U. S. 645.
Since we have already held in the case of
Bartemeyer v.
Iowa that as a measure of police regulation looking to the
preservation of public morals, a state law prohibiting the
manufacture and sale of intoxicating liquors is not repugnant to
any clause of the Constitution of the United states, we see nothing
in the present case that can afford any sufficient ground for
disturbing the decision of the Supreme Court of Massachusetts.
Of course we do not mean to lay down any rule at variance with
what this Court has decided with regard to the paramount authority
of the Constitution and laws of the United states relating to the
regulation of commerce with foreign nations and among the several
states or otherwise.
Brown v.
Maryland, 12 Wheat. 419;
License
Cases, 5 How. 504;
Passenger
Page 97 U. S. 34
Cases, 7 How. 283;
Henderson v. Mayor of New
York, 92 U. S. 259;
Chy Lung v. Freeman, 92 U. S. 275;
Railroad Company v. Husen, 95 U. S.
465. That question does not arise in this case.
Judgment affirmed.
