for these ends by public funds, or to procure funds from individuals, who are to be reimbursed by tolls. He further says that the legislature, in order to provide for changes in the state of things resulting from progress of time, may reserve the power to reduce tolls, and the right to re-purchase franchises. He further says that where contracts have been made by the legislature in respect to such matters, upon consideration of an equivalent public benefit, and where the grantees have advanced their money to the public, upon the faith of these, the state is bound by the plain principles of justice, faithfully to respect all grants and rights thus created and vested by contract. These principles are thoroughly established by the authorities. Chief Justice Parker's decision in the Piscataqua Bridge case (7 N. H. 69, 1834) is cited in the Massachusetts case, which was twenty years later. Judge Parker Judge Parker says, however, that it deserves inquiry whether perpetual contracts are within the scope of the constitutional powers of the legislature, and particularly whether the principle of the New Jersey Tax case should be extended, or can even be supported. Judge Parker said in Brewster v. Hough (10 N. H.) that it was not competent for the legislature to contract for exemptions from taxation, and, in that way, part with the power of a governmental character.

The uniform course of decisions up to the present time, as said above, supports the college case, and this as much in state courts as in federal courts. The case is the most celebrated in our judicial annals except the Dred Scott case. That was overturned by a political convulsion. Chisholm v. Georgia was reversed by the eleventh amendment to the constitution. And this is the only way in which the college case can ever be reversed. No re-argument of its doctrine has ever been asked for in the supreme court, nor would it be granted. At the same time it is reasonably certain that the case will always be distinguished whenever its application would accomplish any wrong or public in

jury, as in the Granger cases, and the Lake Front case above. In 1865 the college case was applied in the strictest manner in the Binghamton Bridge case, and the court used the following language, which undoubtedly expresses the judicial sentiment of the country and the major part of the professional sentiment of the country: "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 of this day are estopped from questioning the doctrine. The security of property rests upon it, and every successful enterprise is undertaken in the 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 re-affirm it could only tend to lessen its force and obligation. It received its ablest exposition in the case of Dartmouth College against Woodward, which case has ever since been considered a landmark among 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 its opinion to refer to the cases, or even enumerate them."

But how should charters be construed? The general doctrine say the court (Thomas v. Railroad Company, 101 U. S. 71, 1879) is, that the power of corporations organized under legislative statutes is such, and only such, as the statutes confer; conceding the rule applicable to all stat

utes that what is fairly implied is as much granted as what is expressed. It remains that the charter of a corporation is the measure of its powers, and that the enumeration of their powers implies the exclusion of all others. The state is not presumed by simply granting a charter to pledge itself not to authorize subsequent enterprises, which may impair or perhaps destroy the value of the earlier grant. A good example of an exclusive grant appears in the provision in the charter of the Boston & Lowell Company, that no other railroad should within thirty years be authorized to be made from Boston to any place within five miles of the northern terminal. It was held in the above cited case that this was a contract, and that it was not competent for the legislature to authorize other corporations to combine their roads so as to make a continuous line between Boston and Lowell. The supreme court of Michigan (an elective court) reached an opposite conclusion in the case of M. C. R. R. v. M. S. R. R. (4 Mich. 361, 1856.)

The federal court has within a few years considerably restricted the power of the legislatures to contract. They hold that there can be no contract, and no irrepealable law upon certain governmental subjects; declaring that all legislative acts concerning public interests are necessarily public laws; that every succeeding legislature possesses the same jurisdiction and power as its predecessor, with respect to repeal and modification; and that it is vital to the public welfare that each legislature should be competent at all times to do whatever varying circumstances and present exigencies may require. (Newton v. Commissioners, 100 U. S. 548, 1879). The legislature of Ohio in 1846 had provided that a county seat should be permanently established in the town of Canfield upon the fulfilment of certain conditions by the citizens of that town; and in 1874 the legislature removed the county seat to another town; and certain citizens of Canfield attempted to enjoin the removal, upon the ground of an executed contract. The court declared that it was

not within the constitutional power of the legislature to enter into a contract of that character.

In this connection, Illinois Central R. R. v. Illinois (146 U. S. 387, 1892) already referred to, may be further noticed. The legislature of that state, in 1869, conveyed the fee of certain submerged lands in the harbor of Chicago to the railroad company in perpetuity; the same not to be alienated. A certain tax was to be paid to the state. The act was accepted by the board of directors, and the acceptance filed with the state and recorded. In 1873 the legislature repealed the act, and the question was as to the validity of the repeal; and this question was to be determined by considering whether the legislature was competent to make the grant. The corporation claimed that it could hold the lands against any future exercise of power over them by the

state.

The court, however, held that the whole people are interested in navigable waters and lands under them, and that the state holds the title in trust and can no more abdicate its trust than it can abdicate its police power in the administration of government and the preservation of the peace. The case was decided by four judges to three. The three dissenting judges held that the contract under the law of 1869 was irrepealable under the college case. They conceded the principle of construction laid down by Chief Justice Taney in the Charles River Bridge case, but contended that the contract was clear and unmistakable (as it was undoubtedly) and that the only remedy for the state was to take the right and property of the railroad company in the lands by a constitutional condemnation of them. Able political thinkers (said the dissenting judges) had impugned the doctrine of the Dartmouth College case; but even the majority opinion (they declared) did not indicate any intention on the part of the court to depart from the doctrine of the college case. The three dissenting judges therefore held the repealing act an arbitrary act of revoca

tion, not passed in the exercise of any reserved power, and consequently void.

It is quite apparent, I repeat, that the court will always nominally adhere to the doctrine of the college case, and yet that they will not apply it to cases like the last two above, where the result would be unreasonable from the point of view of the general public.

It may well be doubted whether existing evils arising from corporate abuses are mainly to be attributed to the decision in the college case. It appears to me that there are other sources from which these evils spring. One of them is the very great extent to which legislatures have gone in creating corporations by means of general laws. Another is the enactment of statutes by which corporations created for the same, or similar, purposes are permitted to consolidate; thus applying the principle of combination against the possibility of competition, crushing out small dealers and creating enormous monopolies of the most odious character. In this connection it may be observed that the decision of the court in U. S. v. E. C. Knight Co. (156 U. S. 1, 1894) in regard to the American Sugar Refining Company, is much to be regretted. Another source of existing evils is the disinclination of public executive officers to utilize conceded powers of courts to take away franchises which are abused. Another source is the perversion of the jurisdiction of the federal circuit courts between citizens of different states so as to allow corporations to be considered as citizens and to remove their cases from the state courts. This source of trouble alone has deprived the state courts of their rightful power; has choked up the federal courts; has created the innumerable and vast receiverships of the railroad companies all over the country, and has aggrandized the power of corporations.

An illustration of extreme liberality of construction of the reservation clause and of the control over corporations exercised by the state legislatures, notwithstanding the college