nicipal corporation to act as trustee for the impairing the obligation of the contract. persons beneficially interested. But where parties have, in good faith and for a valuable consideration, entered into an engagement that is not contrary to good morals, and is invalid only because of some legal impediment, such as the incapacity of a nominal party or the omission of some merely formal requirement, there is ground for maintaining that the legislature may, by subsequent enactment, provide a legal remedy, and thus give vitality to the obligation that the parties intended to create. Cooley, Const. Lim. **293, 374; Sutherland, U. S. Const. 428, 429; Ewell v. Daggs, 108 U. S. 143, 151, 27 L. ed. 682, 685, 2 Sup. Ct. Rep. 408; Gross v. United States Mortg. Co. 108 U. S. 477, 488, 27 L. ed. 795, 798, 2 Sup. Ct. Rep. 940. Nevertheless, granting, for the sake of the argument, the contention of the plaintiff in error that the contract in suit, so far as pertains to its obligation, is of statutory origin, it by no means follows that the provision respecting a preliminary notice to 288]the obligors, as a condition *precedent to suit thereon, although contained in the law as it stood at the time the bond was given, cannot be constitutionally modified by subsequent legislation. The decision must turn, we think, upon the familiar distinction between a law which enlarges, abridges, or modifies the obligation of a contract, and a law which merely modifies the remedy, by changing the time or the method in which the remedy shall be pursued, without substantial interference with the obligation of the contract itself. But it is equally well settled that the legis lature may modify or change existing remedies, or prescribe new modes of procedure, without impairing the obligation of contracts, provided a substantial or efficacious remedy remains or is given, by means of which a party can enforce his rights under the contract" Oshkosh Waterworks Co. v. Oshkosh, 187 U. S. 437, 439, 47 L. ed. 249, 250, 23 Sup. Ct. Rep. 234, citing many previous cases. *In Bernheimer v. Converse, 206 U.[284 S. 516, 51 L. ed. 1163, 27 Sup. Ct. Rep. 755, this court held that a statute of Minnesota, enacted for the purpose of giving a more ef ficient remedy to enforce the contractual liability of stockholders to creditors, by enabling a receiver to maintain an action for the benefit of creditors outside of the jurisdiction of the court appointing him,a remedy that, by the laws of Minnesota, was not available at the time the stock liability in question arose,-did not impair the obligation of the contract. Mr. Justice Day, speaking for the court, said (at p. 530): "Is there anything in the obligation of this contract which is impaired by subsequent legislation as to the remedy, enacting new means of making the liability more effectual? The obligation of this contract binds the stockholder to pay to the creditors of the corporation an amount sufficient to pay the debts of the corporation which its assets will not pay, up to an amount equal to the stock held by each shareholder. That is his contract, and the duty which the statute imposes, and that is his obligation. Any statute which took away the benefit of such contract or obligation would be void as to the creditor, and any attempt to increase the obligation be As Chief Justice Marshall observed in Ogden v. Saunders, 12 Wheat. 213, 349, 6 L. ed. 606, 653, the obligation and the remedy originate at different times: "The obligation to perform is coeval with the un-yond that incurred by the stockholder would dertaking to perform; it originates with the contract itself, and operates anterior to the time of performance. The remedy acts upon a broken contract, and enforces a pre-existing obligation." fall within the prohibition of the Constitution. But there was nothing in the laws of Minnesota undertaking to make effectual the constitutional provision to which we have referred, preventing the legislature from giving additional remedies to make the obligation of the stockholder effectual, so long as his original undertaking was not enlarged. There is a broad distinction between laws impairing the obligation of contracts and those which simply undertake to give a more efficient remedy to enforce a contract already made." The distinction was well expressed by Mr. Justice Harlan, speaking for this court, as follows: "It is well settled that while, in a general sense, the laws in force at the time a contract is made enter into its ob ligation, parties have no vested right in the particular remedies or modes of procedure then existing. It is true the legislature may not withdraw all remedies, and thus Again, in Henley v. Myers, 215 U. S. 373, in effect destroy the contract; nor may it 54 L. ed. 240, 30 Sup. Ct. Rep. 148, where impose such new restrictions or condi- defendants became stockholders in a Kantions as would materially delay or embarrass enforcement of rights under the contract, according to the usual course of justice as established when the contract was made. Neither could be done without sas corporation at a time when, by the laws of that state, the stockholders of an insolvent corporation were liable to pay for the *benefit of creditors an amount equal[285 to the par value of their stock, and the stock upon the basis of a division of profits the railroad system owned by a stock yard company for the transportation of cars to and from trunk lines in the course of their transportation from beyond the state, and to points outside of the state, is an interstate carrier within the meaning of the interstate commerce act of February 4, 1887 (24 Stat. at L. 379, chap. 104, U. S. Comp. Stat. Supp. 1911, p. 1284), and as such is obliged to file its tariffs with the Interstate Commerce Commission, as required by $6 of that act. of the corporation was transferable only on, the books of the corporation in such manner as the law prescribed; and afterwards, and before defendants sold their stock, the previous statute was amended so as to require the officers of a corporation, as soon as any transfer of stock was made upon its books, to at once file a statement thereof with the secretary of state, and so that no transfer of stock should be legal or binding until such statement was made; and defendants, before insolvency of the corporation, transferred their stock upon the books of the corporation, but did not procure a statement of the transfer to be filed with the secretary of state, and were therefore held liable in the state court to 2. A corporation organized for the puran action in favor of the receiver for the pose of maintaining a stock yard, with the usual facilities of such yards as to loading benefit of creditors, this court held that and unloading and caring for freight, which the act requiring stock transfers to be noted lawfully owns and operates a railroad sysupon the public records, and providing that tem for the transportation of cars to and no transfer of stock should otherwise be from trunk lines, in the course of their translegal or binding, did not impair the obliga-portation from beyond the state and to tion of the contract under which the de points outside of the state, is an interstate fendants acquired their stock. [For other cases, see Carriers, III. b, III. g. stock what are Federal regulation railway carrier, within the meaning of the stock In the case now before us, we agree with the Minnesota supreme court in the view that the requirement of a preliminary notice to the obligors as a condition precedent to an action upon the bond affects the remedy, and not the substantive agreement, of the parties. And although the statute as it stood when the bond was 3. A stock yard company owning and given (Rev. Laws 1905, § 4539) must, un-operating under its charter a railway sysder Grant v. Berrisford, be treated as if written into the contract, it still imposed a condition not upon the obligation, but only upon the remedy for breach of the obligation. Therefore, the subsequent statute (Gen. Laws 1909, chap. 413) effected merely a change in the remedy, without substantial modification of the obligation of the contract. (See S. C. Reporter's ed. 286-309.) Interstate carriers eral regulation filing tariffs. 1. A railway company operating as lessee tem for the transportation of cars to and from trunk lines in the course of their transportation from beyond the state and to points outside of the state did not cease to be an interstate railway carrier within the meaning of the interstate commerce act of February 4, 1887, and as such obliged to file its tariffs with the Interstate Commerce Commission, as required by § 6 of that act, by leasing its railway and equipment to another corporation upon the basis of a division of profits, both companies being under a common stock ownership, with its consequent control. [For other cases, see Carriers, III. b; III. g., 226 U. S. United States v. Chicago & N. W. R. Co. 157 Fed. 619; Moran v. New Orleans, 112 U. S. 69, 28 L. ed. 653, 5 Sup. Ct. Rep. 38. Such transportation is wholly by railroad and from one state to another. Interstate Commerce Commission v. Cin Commerce act of February 4, 1887, § 2, and | & P. R. Co. 109 Ill. 135, 50 Am. Rep. 605; the act of June 29, 1906, § 2, are accorded by a contract between a packing house firm and а stock yard company operating, through its lessee, a railway system carrying on interstate commerce, by which such company agreed to pay a bonus of $50,000 to the packers, provided they would erect their new plant in Chicago adjacent to the stock yard, instead of in Kansas City, as was proposed, and would maintain and operate the plant for fifteen years, and buy and use in their business such live stock only as moves through such stock yard, and pay the regular charges on live stock not so bought, as if the same had moved into the stock yard and had there been purchased. [For other cases, see Carriers, III. e, in D1gest Sup. Ct. 1908.] [Nos. 621 and 622.] Argued October 24, 1912. Decided Decem ber 9, 1912. cinnati, N. O. & T. P. R. Co. 162 U. S. 184, 40 L. ed. 935, 59 Inters. Com. Rep. 391, 16 Sup. Ct. Rep. 700; Southern P. Terminal Co. v. Interstate Commerce Commission, 219 U. S. 498, 55 L. ed. 310, 31 Sup. Ct. Rep. 279; United States v. Colorado & N. W. R. Co. 15 L.R.A. (N.S.) 167, 85 C. C. A. 27, 157 Fed. 321, 13 Ann. Cas. 893; Leonard v. Kansas City Southern R. Co. 13 Inters. Com. Rep. 573; Standard Oil Co. v. United States, 103 C. C. A. 172, 179 Fed. 614; Denver & R. G. R. Co. v. Interstate Commerce Commission, 195 Fed. 968. Both the Stock Yard Company and the Junction Company are common carriers. (a) Definition of common carriers. v. Am. Dec. 133; Wiggins Ferry Co. v. East St. Louis Union R. Co. 107 Ill. 450; Gordon CROSS APPEALS from the United States, The Niagara Cordes, 21 How. 7, 22, which granted only as to a railway comments, 1; Dwight v. Brewster, 1 Pick. 50, 11 pany the relief sought by a bill to require & stock yard company, a railway company, and a holding company to file tariffs with the Interstate Commerce Commission, and to restrain the performance of a contract alleged to accord an undue advantage and unlawful discrimination. Reversed on the government's appeal, and affirmed on the cross appeal. See same case below, 192 Fed. 330. Assistant Attorney General Adkins and Mr. William E. Lamb, Special Assistant to the Attorney General, argued the cause and filed a brief for appellant in No. 621 and appellee in No. 622: Property is in interstate commerce from its delivery to the carrier for shipment into another state until it is there delivered to the consignee. V. Hutchinson, 1 Watts & S. 285, 37 Am. Dec. 464; Myrick v. Michigan C. R. Co. 107 U. 8. 106, 27 L. ed. 326, 1 Sup. Ct. Rep. 425. (b) Under their charters and by reason of their activities both corporations come within these definitions. Randolph County v. Post, 93 U. S. 502, 23 yards Co. v. United States, 94 C. C. A. 626, The courts have held stock yards to be common carriers engaged in interstate com merce. United States v. Union Stock Yards Co. 161 Fed. 919, affirmed in 94 C. C. A. 626, 169 Fed. 404; United States v. Sioux City Stock Yards Co. 162 Fed. 556; Belt R. Co. v. Coe v. Errol, 116 U. S. 517, 29 L. ed. 715, United States, 168 Fed. 542, 22 L.R.A. (N.S.) 6 Sup. Ct. Rep. 475; The Daniel Ball, 10 582, 93 C. C. A. 666; McNamara v. WashingWall. 557, 19 L. ed. 999; Henderson v. Newton Terminal Co. 37 App. D. C. 384; CovingYork (Henderson v. Wickham) 92 U. S. 271, ton Stock-Yard Co. v. Keith, 139 U. S. 128, 23 L. ed. 548; Wabash, St. L. & P. R. Co. v. | 35 L. ed. 73, 11 Sup. Ct. Rep. 461; Walker Illinois, 118 U. S. 557, 30 L. ed. 244, 1 v. Keenan, 19 C. C. A. 668, 34 U. S. App. Inters. Com. Rep. 31, 7 Sup. Ct. Rep. 4; 691, 73 Fed. 755; United States v. Illinois Rhodes v. Iowa, 170 U. S. 412, 42 L. ed. 1088, Terminal R. Co. 168 Fed. 546. 18 Sup. Ct. Rep. 664; Heyman v. Southern R. Co. 203 U. S. 270, 51 L. ed. 178, 27 Sup. Ct. Rep. 104, 7 Ann. Cas. 1130. Both companies are engaged in transportation. Their activities are within both the judicial and legislative definitions. Missouri P. R. Co. v. Wichita Wholesale Grocery Co. 55 Kan. 525, 40 Pac. 899; Peoria & P. Union R. Co. v. Chicago, R. I.' The Stock Yard Company and Junction Company are in reality partners, and are but one system in the eyes of the law. Meehan v. Valentine, 145 U. S. 623, 36 L. ed. 841, 12 Sup. Ct. Rep. 972; Southern P. Terminal Co. v. Interstate Commerce Commission, 219 U. S. 498, 55 L. ed. 310, 31 Sup. Ct. Rep. 279; Northern Securities Co. v. United States, 193 U. S. 197, 48 L. ed. 679, 24 Sup. Ct. Rep. 436; United States v. Milwaukee Refrigerator Transit Co. 142 Fed. 247, 145 Fed. 1007; Kendall v. Klapperthal Co. 202 Pa. 596, 52 Atl. 92. The payment under the Pfaelzer contract would constitute a rebate, concession, and unlawful discrimination. Interstate Commerce Commission v. Reichmann, 145 Fed. 235; Thomas v. United States, 17 L.R.A. (N.S.) 720, 84 C. C. A. 477, 156 Fed. 897; United States v. Milwaukee Refrigerator Transit Co. 142 Fed. 247, 145 Fed. 1007; Chicago & A. R. Co. v. United States, 26 L.R.A. (N.S.) 551, 84 C. C. A. 324, 156 Fed. 558; United States v. Delaware, L. & W. R. Co. 152 Fed. 269; Atchison, T. & S. F. R. Co. v. United States, 95 C. C. A. 446, 170 Fed. 250; Wight v. United States, 167 U. S. 512, 42 L. ed. 258, 17 Sup. Ct. Rep. 822; New York, N. H. & H. R. Co. v. Interstate Commerce Commission, 200 U. S. 398, 50 L. ed. 524, 26 Sup. Ct. Rep. 272; Armour Packing Co. v. United States, 209 U. S. 71, 52 L. ed. 690, 28 Sup. Ct. Rep. 428. Mr. Ralph M. Shaw argued the cause and filed a brief for appellees other than Louis Pfaelzer & Sons in No. 621, and for appellant in No. 822: A common carrier by railroad wholly within one state can so transact its business as not to subject itself to the provisions of the act to regulate commerce. Cincinnati, N. O. & T. P. R. Co. v. Interstate Commerce Commission, 162 U. S. 184, 191, 40 L. ed. 935, 937, 5 Inters. Com. Rep. 391, 16 Sup. Ct. Rep. 700. The Chicago Junction Railway Company, otherwise known as "The Junction Company," is not a common carrier subject to the provisions of the act to regulate commerce, because it is not engaged in the transportation of passengers or property from one state to another. Interstate Commerce Commission v. Bel laire, Z. & C. R. Co. 77 Fed. 942; United States ex rel. Interstate Commerce Commission v. Chicago, K. & S. R. Co. 81 Fed. 783; Gracie v. Palmer, 8 Wheat. 605, 5 L. ed. 696. The relation of the Junction Company to freight cars loaded with interstate commerce, which it hauls with its own motive power from receiving tracks in Illinois to unloading platforms in Illinois, is analogous to and identical with the relationship of a tugboat to an incoming steamer. A tugboat is not a common carrier. The Webb (The William H. Webb v. Barling) 14 Wall. 406, 414, 20 L. ed. 774, 775; The Margaret, 94 U. S. 494, 24 L. ed. 146; The L. P. Dayton, 120 U. S. 337, 30 L. ed. 669, 7 Sup. Ct. Rep. 368; The Burlington, 137 U. S. 386, 34 L ed. 731, 11 Sup. Ct. Rep. 138; The J. P. Donaldson, 167 U. S. 599, 603, 42 L. ed. 292, 294, 17 Sup. Ct. Rep. 951. The Union Stock Yard & Transit Company of Chicago, otherwise known as the "Stock Yard Company," is not subject to the provisions of § 1 of the act to regulate commerce because: (a) It is not a common carrier; (b) it is not engaged in the transportation of property or passengers from any point in one state to any point either in or without a state. Kentucky & I. Bridge Co. v. Louisville & N. R. Co. 2 L.R.A. 289, 2 Inters. Com. Rep. 351, 37 Fed. 567; Cattle Raisers' Asso. V. Ft. Worth & D. C. R. Co. 7 Inters. Com. Rep. 536. When an act of Congress has been construed by the courts, and thereafter the set is amended or re-enacted, and the amendments do not affect in any way whatsoever the provisions so construed, thereafter the courts will assume that Congress has approved and adopted the judicial interpreta tion placed upon its language; also When a statute has been officially interpreted by the body charged with its execution, and thereafter the act is amended, and the amendments of Congress do not in any respect change the particulars so interpreted, the courts will assume that Congress has approved and adopted such interpretation irrespective of what the courts might have originally determined to be the correct interpretation. United States v. Mooney, 116 U. S. 104, 106, 29 L. ed. 550, 551, 6 Sup. Ct. Rep. 304; Kepner v. United States, 195 U. S. 100, 124, 49 L. ed. 114, 122, 24 Sup. Ct. Rep. 797, 1 Ann. Cas. 655; The Abbotsford, 98 U. S. 444, 25 L. ed. 170; Diaz v. United States, 223 U. S. 442, 454, 56 L. ed. 500, 505, 32 Sup. Ct. Rep. 250; Standard Oil Co. v. United States, 221 U. S. 1, 59, 55 L. ed. 619, 644, 34 L.R.A.. (N.S.) 834, 31 Sup. Ct. Rep. 502, Ann. Car. 1912 D, 734; New York, N. H. & H. R. Co. S. 361, 401, 402, 50 L. ed. 515, 525, 526, 213 v. Interstate Commerce Commission, 200 U. Sup. Ct. Rep. 272; Copper Queen Consol. Min. Co. v. Territorial Bd. of Equalization, 206 U. S. 474, 479, 51 L. ed. 1143, 1147, 27 Falk & Bro. 204 U. S. 143, 152, 51 L. ed. 411, Sup. Ct. Rep. 695; United States v. G. 414, 27 Sup. Ct. Rep. 191; United States v. Cerecedo Hermanos y Compañia, 209 U. S. 337, 52 L. ed. 821, 28 Sup. Ct. Rep. 532. Irrespective of what the decision of the court may be either as to the "Stockyard Company" or as to "The Junction Company," the mere fact that "The Investment Company" owns shares of stock of the two companies does not destroy its identity, or merge it into the identity of either of the other two companies. case, tional When the jurisdiction of a court of equity is invoked in good faith, the court will decide all of the questions presented by the even though it decides the jurisdicquestion against the person invoking the jurisdiction. Siler v. Louisville & N. R. Co. 213 U. S. 15, 53 L ed. 753, 29 Sup. Ct. Rep. 451; Michigan R. Tax Cases, 138 Fed. 223; Burtv. United States, 196 U. S. 283, 49 L. ed. 412, 25 Sup. Ct. Rep. 243; Williamson v. United States, 207 U. S. 425, 52 L. ed. 278, 2 Sup. Ct. Rep. 163; Hopkins v. Grimshaw, 105 U. S. 342, 41 L. ed. 739, 17 Sup. Ct. Rep. 41; Ober v. Gallagher, 93 U. S. 199, 23 L. el 829; United States v. Union P. R. Co. 10 U. S. 1, 40 L. ed. 319, 16 Sup. Ct. Rep. 10; 2 Current Law, pp. 623, 624. The assailed contract is not illegal. It is made for the purpose of maintaining a desirable customer at the live stock market at the stock yards. (a) It is not made by A common carrier or on behalf of a common carrier with a shipper. (b) It is not based the transportation of any property whatsoever. (c) It has nothing to do with the rates charged or paid for the transportation of any property. upon which he is entitled to, or subjects him to no disadvantage in the public service rendered to him, is not forbidden by the law. Memphis Freight Bureau v. Ft. Smith & W. R. Co. 13 Inters. Com. Rep. 1; Interstate Commerce Commission v. Louisville & N. R. Co. 73 Fed. 409; Central Yellow Pine Asso. v. Vicksburg, S. & P. R. Co. 10 Inters. Com. Rep. 193; United States v. Wells-Fargo Exp. Co. 161 Fed. 606; Interstate Commerce Commission v. Alabama Midland R. Co. 21 C. C. A. 51, 5 Inters. Com. Rep. 685, 41 U. S. App. 453, 74 Fed. 715; Cole v. Rowen, 88 Mich. 219, 13 L.R.A. 848, 50 N. W. 138; Donovan v. Pennsylvania R. Co. 199 U. S. 279, 50 L. ed. 192, 20 Sup. Ct. Rep. 91; Gamble-Robinson Commission Co. v. Chicago & N. W. R. Co. 21 L.R.A. (N.S.) 982, 94 C. C. A. 217, 16 Ann. Cas. 613, 168 Fed. 164; United States ex rel. Northwestern Warehouse Co. v. Oregon R. & Nav. Co. 159 Fed. 982; Central Stock Yards Co. v. Louisville & N. R. Co. 63 L.R.A. 213, 55 C. C. A. 63, 118 Fed. 113, 192 U. S. 568, 48 L. ed. 565, 24 Sup. Ct. Rep. 339; Harp v. Choctaw, O. & G. R. Co. 118 Fed. 169; Missouri P. R. Co. v. Nebraska, 164 U. S. 404, 41 L. ed. 489, 17 Sup. Ct. Rep. 130; Northern P. R. Co. v. Railroad Commission, 58 Wash. 360, 28 L.R.A. (N.S.) 1021, 108 Pac. 938; Interstate Commerce Commission v. Alabama Midland R. Co. 168 U. S. 144, 42 L. ed. 414, 18 Sup. Ct. Rep. 45; Louisville & N. R. Co. v. Behlmer, 175 U. S. 648, 44 L. ed. 309, 20 Sup. Ct. Rep. 209. What a donation is depends both upon its Willoughby v. Chicago Junction R. & Union Stockyards Co. 50 N. J. Eq. 656, 25 (1) effect as to all concerned, and (2) the Atl. 277. intention of the parties as to its applicaThe interstate commerce act should be in- tion. These are the elements of the disterpreted in pari materia with the anti-trust crimination, and are questions of fact to be It should be held that a contract, not proved by the petitioner. Interstate Commerce Commission v. Louis made by a common carrier subject to the act making it. United States v. American Tobacco Co. 221 632. Messrs. Willard M. McEwen and Joseph Weissenbach filed a brief for Louis Pfaelzer & Sons, appellees in No. 621: Com. Rep. 576, 11 Am. St. Rep. 643, 21 N. E. 403; Texas & P. R. Co. v. Interstate Commerce Commission, 162 U. S. 197, 40 L. ed. 940, 5 Inters. Com. Rep. 405, 16 Sup. Ct. Rep. 666; Interstate Commerce Commission v. Baltimore & O. R. Co. 3 Inters. Com. Rep. 192, 43 Fed. 37, affirmed in 145 U. S. 263, 36 L. ed. 699, 4 Inters. Com. Rep. 92, 12 Sup. Ct. Rep. 844. The presumption is in favor of fairness and legality. Interstate Commerce Commission v. Chicago G. W. R. Co. 209 U. S. 108, 52 L. ed. Discrimination backed by a sound reason (as distinguished from motive) in a matter | 705, 28 Sup. Ct. Rep. 493. where an individual has no right to demand the privilege as a public service undertaken to be furnished by a carrier, as such, to all alike, and which deprives him of nothing Mr. Justice Day delivered the opinion of the court: These are appeals from a decree entered |