Dissenting Opinion: Field, J. feiture and confiscation, or to so largely diminish its value as to force a sale to the city at a price far below its real value. It was alleged in the argument, and not denied, to be a matter of public history and public notoriety, of which we are authorized to take notice, that such designs have been openly and publicly avowed and advocated by public speakers." It is difficult to understand how any just man, carefully considering what has been thus stated, can hold that the board constitutes an impartial tribunal such as the law of 1858 assured the plaintiff, as an inducement for its large expenditures, it should always have to determine what rates are reasonable. The great wrong and injustice done to the plaintiff by subjecting the determination of the rates it shall receive for its property to the judgment of a tribunal thus deeply interested against it, and impelled to reduce them by an exacting and constantly pressing constituency, are declared by the court to be justified by the law and Constitution of the State, and in no way forbidden by the contract clause of the federal Constitution which was designed to insure the observance of good faith in the stipulation of parties against State action. Authority to interfere with and destroy the contract rights of the plaintiff is claimed, as already stated, under the power reserved to the State by its Constitution, in force at the time, to alter or repeal the law pursuant to which the plaintiff was incorporated. Such authority is also asserted from the public interest which the State is alleged to have acquired in the use of the water furnished by the plaintiff. Upon each of these grounds I have a few words to say. The clause of the State Constitution referred to in the first of them is in these words: "Corporations may be formed under general laws, but shall not be created by special act, except for municipal purposes. All general laws and special acts passed pursuant to this section may be altered from time to time or repealed." It is contended that the right thus reserved to alter or repeal the general law, under which the plaintiff was incorporated, Dissenting Opinion: Field, J. authorized the State to exercise greater control over the business and property of the company than it could have exercised over like business and property of natural persons; that as the repeal of the general law would put an end to the corporation, the State could prescribe the conditions of its continued existence, and, therefore, could legitimately impose any restrictions and limitations, however burdensome, upon the subsequent possession and use of its property, and require the corporation to comply with them. Indeed, there seems to be an impression in the minds of counsel, and, from the language not infrequently used by some judges, in their minds also, that the reservation in charters of corporations and in laws authorizing the formation of corporations, of a power to alter or repeal such charters or laws, operates as a gift to the State and to the legislature of uncontrolled authority over the business and property of the corporations. And yet no doctrine is more unfounded in principle or less supported by authority. When carried out in practice, it is utterly destructive of all rights of property of corporate bodies. Those who entertain it overlook the occasion which led to the adoption of the clause containing the reservation, and the object it was designed to accomplish. When this court, in the Dartmouth College case, decided that the charter of a private corporation was a contract between the State and the corporators, and therefore within the protection of the inhibition of the federal Constitution against impairment of contracts by State legislation, it was suggested by Judge Story, who concurred in the decision, that this unal-terable and irrepealable character of the contract might be avoided by a reservation of power in the original charter. "In my judgment," he said, "it is perfectly clear that any act of a legislature which takes away any powers or franchises vested by its charter in a private corporation or its corporate officers, or which restrains or controls the legitimate exercise of them, or transfers them to other persons without its assent, is a violation of the obligation of that charter. If the legislature mean to claim such an authority, it must be reserved in the grant. The charter of Dartmouth College contains no such reservation, and I VOL. CX-24 Dissenting Opinion: Field, J. am, therefore, bound to declare that the acts of the legislature of New Hampshire now in question do impair the obligation of that charter, and are consequently unconstitutional and void." 4 Wheat. 712. In another part of his opinion he refers to an early decision of the Supreme Court of Massachusetts, which had declared that the rights legally vested in a corporation could not be controlled or destroyed by a subsequent statute, "unless a power for that purpose be reserved to the legislature in the act of incorporation." 4 Wheat. 708. When the general character of the decision in the Dartmouth College case became known, the States acted very generally upon the suggestion of Judge Story, and few charters were subsequently granted without a clause reserving to the legislature the power to alter or repeal them. In some instances a general law was enacted, declaring that all corporations subsequently created should be subject to this reserved power; and in some cases, where a new Constitution was adopted by a State, a clause of similar import was inserted. The object of the reservation, in whatever form expressed, was to preserve to the State control over the corporate franchises, rights, and privileges which, in her sovereign or legislative capacity, she had called into existence; in other words, to enable her to annul or modify that which she had created. It was not its object to interfere with contracts which the corporation, when once created, might make, nor with the property which it might acquire. Such is the purport of our language in Tomlinson v. Jessup, 15 Wall. 454, where we stated the object of the reservation to be "to prevent a grant of corporate rights and privileges in a form which will preclude legislative interference with their exercise, if the public interest should, at any time, require such interference;" and that "The reservation affects the entire relation between the State and the corporation, and places under legislative control all rights, privileges, and immunities derived, by its charter, directly from the State." Dissenting Opinion: Field, J. In Railroad Company v) Maine, 96 U. S. 499, where a law containing a similar reservation was under consideration, we expressed substantially the same thing; that by the reservation the State retains the power to alter the act of incorporation in all particulars constituting the grant to it of "corporate rights, privileges, and immunities;" and that "the existence of the corporation and its franchises and immunities, derived directly from the State," are thus kept under her control, adding, however, "that rights and interests acquired by the company, not constituting a part of the contract of incorporation, stand upon a different footing." As thus seen, the reservation applies only to the contract of incorporation, to the corporate existence, franchises, and privileges granted by the State. With respect to everything else, it gives no power that the State would not have had without it. Necessarily it cannot apply to that which the State never. possessed or created, and, therefore, could not grant. It leaves the corporation, its business and property, exactly where they would have been, had the Supreme Court held, in the Dartmouth College case, that charters are not contracts within the constitutional prohibition against legislative impairment. It accomplished nothing more; and any doctrine going beyond this would be subversive of the security by which the property of corporations is held, and in the end would destroy the security of all private rights. Behind the artificial body created by the legislature stand the corporators, natural persons, who have united their means to accomplish an object beyond their individual resources, and who are as much entitled, under the guaranties of the Constitution, to be secured in the possession and use of their property thus held as before they had associated themselves together. Whatever power the State may possess over corporations in their creation or in passing or amending the laws under which they are formed and altered, it cannot withdraw them from the guarantees of the Federal Constitution. As I said on another occasion: "The State cannot impose the condition that the corporation shall not resort to the courts of law for the redress of injuries or Dissenting Opinion: Field, J. the protection of its property; [or when in court, that it shall be subjected to different rules of evidence and be required to prove by two witnesses what individuals may establish by one ;] that it shall make no complaint if its goods are plundered and its premises invaded; that it shall ask no indemnity if its lands be seized for public use, or be taken without due process of law, or that it shall submit without objection to unequal and oppressive burdens arbitrarily imposed upon it; that, in other words, towards it and its property the State may exercise unlimited and irresponsible power. Whatever the State may do even with the creations of its own will, it must do in subordination to the inhibitions of the Federal Constitutión. It. may confer by its general laws upon corporations certain capacities of doing business, and of having perpetual succession in its members. It may make its grant in these respects revocable at pleasure; it may make it subject to modifications; it may impose conditions upon its use, and reserve the right to change these at will. But whatever property the corporation acquires in the exercise of the capacities conferred, it holds under the same guarantees which protect the property of individuals from spoliation. It cannot be taken for public use without compensation; it cannot be taken without due process of law; nor can it be subjected to burdens different from those laid the property of individuals under like circumstances." upon In Detroit v. Howell Plank Road Company, 43 Mich. 140, 147, the Supreme Court of Michigan, in considering this subject, uses similar language. Speaking by Mr. Justice Cooley, it said: "But for the provision of the Constitution of the United States which forbids impairing the obligation of contracts, the power to amend and repeal corporate charters would be ample without being expressly reserved. The reservation of the right leaves the State where any sovereignty would be, if unrestrained by expresa constitutional limitations and with the powers it would then pos It might, therefore, do what it would be admissible for any constitutional government to do when not thus restrained, but it could not do what would be inconsistent with constitutional principles. And it cannot be necessary at this day to enter upon a discussion in denial of the right of the government to take from |