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construed by her highest court; and in a case involving those rights the supreme court of the United States will not be governed by any subsequent decision in conflict with that under which they became payable. The settled judicial construction of a statute, so far as contract rights were thereunder acquired, is as much a part of the statute as the text itself, and a change of decision is the same in effect on preexisting contracts as a repeal or an amendment by legislative enactment. A bankrupt or insolvent law of any state, which discharges both the person of the debtor and his future acquisitions of property, is not “a law impairing the obligation of contracts," so far as respects debts contracted subsequent to the passage of such law. But a certificate of discharge, under such a law, cannot be pleaded in bar of an action brought by a citizen of another state in the courts of the United States or of any other state than that where the discharge was obtained. A law which authorizes the discharge of a contract by the payment of a smaller sum or at a different time or in a different manner than the parties have agreed impairs its obligation by substituting for the compact of the parties a legislative act to which they have never assented. “It is within the undoubted power of state legislatures to pass recording acts by which the elder grantee shall be postponed to a younger, if the prior deed is not recorded within a limited time; and the power

is the same whether the deed is dated before or after the passage of the recording act. Though the effect of such a deed is to render the prior deed fraudulent and void as against a subsequent purchaser, it is not a law impairing the obligation of contracts." 4 Contracts made in violation of some interest or revenue regulation may be validated by repeal of such regulation. In validating a void contract its obligations are not impaired, but legal impediments to its enforcement according to the intention of the parties are removed. A corporation charter is not subject to forfeiture for acts or omis



1 Douglass v. Pike Co. 101 U. S. 677. 5 Satterlee v. Matthewson, 2 Pet.

2 Ogden v. Saunders, 12 Wheat. 213. 406; Gibson v. Hibbard, 13 Mich. 214; See Denny v. Bennett, 128 U. S. 439. Welch v. Wadsworth, 30 Conn. 149;

3 Golden v. Prince, 3 Wash. 313. Wood v. Kennedy, 19 Ind. 68. See 4 Jackson v. Lamphire, 3 Pet. 290. Baugher v. Nelson, 9 Gill, 299.

sions which were not causes of forfeiture at the time they occurred. If, when a private corporation contracts a debt, its stockholders are under a certain liability by law, this law cannot, as to creditors becoming such while it existed, be repealed. So a statute imposing liabilities on stockholders in a corporation to which they were not subject by the charter or general law under which the corporation was organized is unconstitutional.

$ 475. The prohibition of the constitution against the passage of laws impairing the obligation of contracts applies to the contracts of the state, and to those of its agents acting under its authority, as well as to those between individuals. And that obligation is impaired, in the sense of the constitution, when the means by which a contract at the time of its execution could be enforced — that is, by which the parties could be obliged to perform it -- are rendered less efficacious by legislation operating directly upon those means. As long as a city exists, laws are void which withdraw or restrict her taxing power, so as to impair the obligation of her contracts made upon a pledge, expressly or impliedly given, that it shall be exercised for their fulfillment. A statute authorized a city to issue bonds to a specified amount, and, among other stringent provisions to secure their prompt payment, prohibited the subsequent issue of any other bonds, for any other purpose whatever, except in payment of such bonded debt. It was held that the holders of those bonds were entitled to the benefit of this restriction as a most material element of the contract, and that it was not subject to legislative repeal and amendment so as to impair the right or diminish the security without their consent. Where a municipal corporation has



People v. Jackson, etc. Pl. R. Co. 5 Wolff v. New Orleans, 103 U. S. 9 Mich. 285.

358; State v. Madison, 15 Wis. 30; 2 Hawthorne v. Calef, 2 Wall. 10; Von Baumbach v. Bade, 9 id. 559;

ing v. McCullough, 1 N. Y. 47; Phelps v. Rooney, id. 70. Story v. Furman, 25 N. Y. 214; Nor- 6 Smith v. Appleton, 19 Wis. 468; ris v. Wrenschall, 34 Md. 492.

People v. Woods, 7 Cal. 579; People 3 Ireland v. Palestine, etc. T. Co. 19 v. Bond, 10 id. 563; Munday v. RahOhio St. 369.

way, 43 N. J. L. 338; Board of Liq* Wolff v. New Orleans, 103 U. S. uidation v. McComb, 92 U. S. 531. 358, 367.

lawfully issued its bonds for specified sums, to bear interest at a stated rate, it cannot subsequently provide for taxing that debt, and for detaining a part of it for payment of the tax.

$ 476. Change of remedy.— The constitutional provision is a negation. No law is permitted to be enacted to impair the obligation of contracts. There is no mandate to enact laws for their enforcement. Remedies exist in the common law. And courts are supposed to exist throughout the states with competent jurisdiction. The practical question arises upon changes in the law — upon affirmative legislation. Nothing is more material to the obligation of a contract than the means of its enforcement. The ideas of validity and remedy are inseparable, and both are parts of the obligation which is guarantied by the constitution against impairment. If legislation "tends to postpone or retard the enforcement of the contract, the obligation of the latter is to that extent weakened. The Latin proverb, qui cito dat bis dat,- he who gives quickly gives twice,- has its counterpart in a maxim equally sound, -qui serius solvit, minus solvit, he who pays too late, pays less. Any authorization of the postponement of payment, or of means by which such postponement may be effected, is in conflict with the constitutional inhibition."3 The rule affirmed by the court of last resort is that in modes of proceeding and forms to enforce the contract the legislature has the control, and may enlarge, limit or alter them, provided that it does not deny a remedy, or so embarrass it with conditions as to seriously impair the value of the right. If a particular

' form of proceeding is prohibited, and another is left or is provided which affords an effective and reasonable mode of enforcing the right, the obligation of the contract is not impaired. A statutory provision requiring a plaintiff having an

1 Murray v. Charleston, 96 U. S. 5 Id.; Huntzinger V. Brock, 3 432.

Grant's Cas. 243; Evans V. Mont2 Walker v. Whitehead, 16 Wall. 314. gomery, 4 Watts & S. 218; McDaniel

3 Louisiana v. New Orleans, 102 v. Webster, 2 Houst. 305; Read v. U. S. 203, per Field, J.

Bank, 28 Me. 318; Walker v. White4 Tennessee v. Sneed, 96 U. S. 69; head, 16 Wall. 314; Von Hoffman v. Bronson v. Kinzie, 1 How. 311; Quincy, 4 id. 552; Pollard, Ex parte, Sturges v. Crowninshield, 4 Wheat. 40 Ala. 77; Nelson v. McCrary, 60 id. 122; Mason v. Haile, 12 id. 370; Green 301 ; Collins v. East Tenn. etc. R. R. v. Biddle, 8 Wheat. 92; White v. Co. 9 Heisk. 841; Williams v. Weaver, Hart, 13 Wall. 646.

94 N. C. 134; Cutts v. Hardee, 38 Ga

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executory judgment against a city to file a certified copy thereof with the controller, preliminary to obtaining a warrant on the treasury in payment, does not impair the obligation, and is constitutional."

$ 477. A statute, passed after the making of a mortgage, which declared that the equitable estate of the mortgagor should not be extinguished for twelve months after a sale under a decree in chancery, and which prevented any sale unless two-thirds of the amount at which the property had been valued by appraisers should be bid therefor, impaired the obligation of the contract.? Taney, C. J., says: “Undoubtedly a state may regulate at pleasure the modes of proceeding in its courts in relation to past contracts as well as future. It may, for example, shorten the period of time within which claims shall be barred by the statute of limitations. It may, if it thinks proper, direct that the necessary implements of agriculture, or the tools of a mechanic, or articles of necessity in household furniture, shall, like wearing apparel, not be liable to execution on judgments. Regulations of this description have always been considered, in every civilized community, as properly belonging to the remedy, to be exercised or not by every sovereignty according to its own views of policy and humanity. It must reside in every state to enable it to secure its citizens from unjust and harassing litigation, and to protect them in those pursuits which are necessary to the existence and well-being of every community. And although a new remedy may be deemed less convenient than an old one, and may in some degree render the recovery of debts more tardy and difficult, yet it will not follow that the law is unconstitutional. Whatever belongs merely to the remedy may be



350; Stocking v. Hunt, 3 Denio, 274; v. Loyal, 38 Ga. 531; Hardeman v. Wolfkell v. Mason, 16 Abb. Pr. 221; Downer, 39 id. 425; Sneider v. HeidelSullivan v. Brewster, 1 E. D. Smith, berger, 45 Ala. 126; Maull v. Vaughn, 681; Miller Moore, id. 739; Cole- id. 134; Farley v. Dowe, id. 324;

v. Ballandi, 22 Minn. 144; Rockwell v. Hubbell's Adm'r, 2 Doug. Quackenbush v. Danks, 1 Denio, 128; (Mich.) 197; Sprecher v. Wakeley, 11 Danks v. Quackenbush, 3 Denio, 594; Wis. 432; In re Kennedy, 2 S. C. 1 N. Y. 129; Cusic v. Douglas, 3 216; Breitung v. Lindauer, 37 Mich Kap. 123; Morse v. Goold, 11 N. Y. 217. 281; Hill v. Kessler, 63 N. C. 437; Mar- 1 Louisiana v. New Orleans, 102 tin v. Hughes, 67 N. C. 293; Story v. U. S. 203. Furman, 25 N. Y. 214, 223-4; Maxey 2 Bronson v. Kinzie, 1 How. 311.

altered according to the will of the state, provided the alteration does not impair the obligation of the contract. But if that effect is produced, it is immaterial.whether it is done by acting on the remedy, or directly on the contract itself. In either case it is prohibited by the constitution.” 1 In McCracken v. Hayward ? it was held that a law which provided that a sale should not be made of property levied on under an execution unless it would bring two-thirds of its appraised value was unconstitutional and void for like reason. Baldwin, J., delivered the opinion of the court, in the course of which he said: "In placing the obligation of contracts under the protection of the constitution, its framers looked to the essentials of the contract more than to the forms and modes of proceeding by which it was to be carried into execution; annulling all state legislation which impaired the obligation, it was left to the states to prescribe and shape the remedy to enforce it. The obligation of a contract consists in its binding force on the party who makes it. This depends on the laws in existence when it is made; these are necessarily referred to in all contracts, and forming a part of them as the measure of the obligation to perform them by the one party, and the right acquired by the other. There can be no other standard by which to ascertain the extent of either than that which the terms of the contract indicate according to their settled legal meaning; when it becomes consummated, the law defines the duty and the right; compels one party to perform the thing contracted for, and gives the other a right to enforce the performance by the remedies then in force. If any subsequent law affect to diminish the duty, or to impair the right, it necessarily bears on the obligation of the contract in favor of one party, to the injury of the other; hence any law, which in its operation amounts to a denial or obstruction of the rights accruing by a contract, though professing to act only on the remedy, is directly obnoxious to the prohibition of the constitution.” In Edwards v. Kearzey it was held that

' an exemption of a homestead to the value of $1,000, inserted in a new constitution adopted after a debt was contracted, impaired the obligation of the contract. Mr. Justice Swayne

1 Bronson v. Kinzie, 1 How. 311. 3 96 U. S. 595. 2 2 How. 608.

+ Gunn v. Barry, 15 Wall. 610;

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