that the Constitution of the United States forbids their passing ex post facto laws, which are retrospective penal laws. But a law merely divesting antecedent vested rights of property, where there is no contract, is not inconsistent with the Federal Constitution.

§ 334. Constitution Subsequently Adopted-Obligation of Contract. If a charter from the legislature is amended so as to confer upon a city or village the power to grant and it does grant a franchise to a railroad company of certain rights or privileges in a business street, such franchise is irrevocable to the extent that it is protected from impairment by the constitution and it is not affected by the terms of a new constitution prohibiting grants of special privileges of such a nature.32 So a distinction is made between grants of land, repealed by the operation of a state constitution prohibiting grants, where the grants were made to aid in the construction of lines of railway not authorized until after such provision of the constitution took effect,53 and a case where the grants which were claimed to be affected by it were made prior to the adoption of that constitution, for the purpose of aiding in the construction of the road, since in the latter case the enforcement of that constitution against the accepted grant and vested rights will impair the obligation of the contract between the State and the railway company and cannot be sustained. Where the State of Ohio chartered a bank in 1845, in which

52 Port of Mobile v. Louisville & the successor of the Buffalo, Bayou Nashville R. Co., 84 Ala. 115, 4 So. 106, 5 Am. St. Rep. 342.

53 Galveston, Harrisburg & San Antonio Ry. Co. v. Texas, 170 U. S. 226, 18 Sup. Ct. 603, 42 L. ed. 1017 (provision in the constitution of Texas of 1869, that the legislature should not thereafter grant lands to any person or persons, as enforced against the Galveston, Harrisburg and San Antonio Railway Company,

Brazos and Colorado Railway Company, which had received grants of land under previous legislation to encourage the construction of railroads in that State, was held to involve no infraction of the Federal Constitution).

54 Houston-Texas Central Ry. Co. v. Texas, 170 U. S. 243, 42 L. ed. 1023, 18 Sup. Ct. 610.

charter was stipulated the amount of the tax which the bank should pay, in lieu of all taxes to which said company or the stockholders thereof, on account of stock owned therein would otherwise be subject, and in 1852, the legislature passed an act levying taxes upon the bank to a greater amount and founded upon a different principle, said act was held to be in conflict with the Constitution of the United States, as impairing the obligation of a contract, and therefore void. The fact that the people of the State had, in 1851, adopted a new constitution, in which it was declared that taxes should be imposed upon banks in the mode which the act of 1852 purported to carry out, could not, it was decided, release the State from the obligations and duties imposed upon it by the Constitution of the United States.55 Where the constitution of a State makes each stockholder in a corporation "individually liable for its debts, over and above the stock owned by him," in a further sum at least equal in amount to such stock, and the corporation incurs debts and is then authorized to obtain subscriptions for new stock, but does not then obtain them, and the constitution of the State is afterwards amended and declares that, "in no case shall any stockholder be individually liable in any amount over or above the amount of stock owned by him," and the corporation then, for the first time, issues the new stock, the holders of such new stock are not personally liable under the first constitution. The amended constitution does not impair the obligation of the contract between the

Tennessee, 95 U. S. 679, 690, 24 L. ed. 558; Erie Ry. Co. v. Pennsylvania, 21 Wall. (88 U. S.) 492, 498, 22 L. ed. 595; Salt Co. v. East Saginaw, 13

55 Dodge v. Woolsey, 18 How. (59 U. S.) 331, 15 L. ed. 401, cited in Grand Lodge, F. & A. Masons, Louisiana, v. New Orleans, 166 U. S. 143, 146, 41 L. ed. 951, 17 Sup. Ct. Wall. (80 U. S.) 373, 376, 20 L. ed. 523; Pearsall v. Great Northern Ry. 611; Home of The Friendless v. Co., 161 U. S. 646, 662, 16 Sup. Ct. Rouse, 8 Wall. (75 U. S.) 430, 19 705, 40 L. ed. 838; Shelby County v. L. ed. 495; Von Hoffman v. City of Union & P. Bank, 161 U. S. 149, 156, Quincy, 4 Wall. (71 U. S.) 535, 554, 40 L. ed. 650, 16 Sup. Ct. 558; 18 L. ed. 403; Wright v. Sill, 2 Black Louisiana v. Jumel, 107 U. S. 711, (67 U. S.), 544, 545, 17 L. ed. 333; 760, 27 L. ed. 448, 2 Sup. Ct. 128, Franklin Bank v. Ohio, 1 Black (66 in dissenting opinion; Farrington v. U. S.), 474, 475, 17 L. ed. 180.

corporation and its debtor made under the first constitution.56

§ 335. Obligation of Contracts-Police Powers-Regulations.—Legislative power to create corporations implies power to thereafter prescribe reasonable regulations even though the right to repeal or amend the charter is not reserved by the State.57 So the exemption of a company from requirements inconsistent with its charter cannot operate to relieve it from submitting itself to such police regulations as the city may lawfully impose; and until it has complied, or offered to comply, to regulations to which it is bound to conform, it is not in a position to assert that its charter rights are invaded because of other regulations, which, though applicable to other companies, it contends will be invalid if applied to it.58 Again, in granting the exclusive franchise to supply gas to a municipality and its inhabitants, a state legislature does not part with the police power and duty of protecting the public health, the public morals and the public safety, as one or the other may be affected by the exercise of that franchise by the grantee.59 The railroad law of New York of 1850 60 required the consent of a municipality to the construction of a surface railroad through its streets. Whatever may have been the effect of conditions attached to such consent by the municipality it had no power to contract away or limit the taxing or police powers of the legislature. A consent, however, notwithstanding unauthorized conditions, became effective and

58 Laclede Gas Light Co. v. Murphy, 170 U. S. 78, 42 L. ed. 955, 18 Sup. Ct. 505.

56 Ochiltree v. Railroad Co., 21 Department of Public Health of Wall. (88 U. S.) 249, 22 L. ed. 546. N. Y., 67 N. Y. Supp. 324, 32 Misc. 57 McGuire v. Chicago, Burlington 377, 70 N. Y. Supp. 510, 61 App. Div. & Quincy Rd. Co., 131 Iowa, 340, 108 106. N. W. 902. See Platte & D. Canal & M. Co. v. Dowell, 17 Colo. 376, 30 Pac. 68; Westport, City of, v. Mulholland, 159 Mo. 86, 60 S. W. 77; Martin v. Remington-Martin Co., 88 N. Y. Supp. 573, 95 App. Div. 18; New York Sanitary Utilization Co. v.

59 New Orleans Gas Co. v. Louisiana Light Co., 115 U. S. 650, 29 L. ed. 615, 6 Sup. Ct. 252.

60 Laws 1850, chap. 140.

conferred a valid franchise.61 The law of New York of 1885 transferred the reserved police power of the State from one set of functionaries to another and required companies intending to operate electrical conductors to submit their plans and specifications to the commissioners of electrical subways, who would determine whether they were in accordance with the terms of the ordinance giving to them the right to enter and dig up the streets of the city; and, being so construed, it violated no contract rights of companies which might grow out of the permission granted by the municipality.62

§ 336. Obligation of Contracts-Conditions-Regulations -Reserved Power to Alter, etc.-Laws requiring gas companies, water companies, and other corporations of like character to supply their customers at prices fixed by the municipal authorities of the locality, are within the scope of legislative power unless prohibited by constitutional limitation or valid contract obligation. Where the constitution of a State provided that corporations might be formed under general laws, and should not be created by special act, except for municipal purposes, and that all laws, general and special, passed pursuant to that provision might be from time to time altered and repealed, and a general law was enacted by the legislature for the formation of corporations for supplying cities, counties and towns with water, which provided that the rates to be charged for water should be fixed by a board of commissioners to be appointed in part by the corporations and in part by municipal authorities; and the constitution and laws of the State were subsequently changed so as to take away from corporations, which had been organized and put into operation under the old constitution and laws, the power to name members of the boards of commissioners, so as to place in municipal authorities the sole power of fixing rates

61 City of Rochester v. Rochester 62 New York v. Squire, 145 U. S. Ry. Co., 182 N. Y. 99, case aff'd 175, 12 Sup. Ct. 880, 36 L. ed. Rochester Railway Co. v. Rochester, 666.

205 U. S. 236, 27 Sup. Ct. 469.

for water. It was held, that these changes violated no provision of the Constitution of the United States.63 If requirements are exacted or duties imposed by ordinances, which, if enforced, would impair the obligation of a gas and electric light company's contract, nevertheless the company is not thereby relieved from offering to do those things which it is lawfully bound to do.64 And a license of a street railway company may be revoked because of non-compliance with conditions to which the franchise was made subject, especially where such right to revoke is reserved.65 And where a statute authorizes any city to grant by resolution or ordinance, under such restrictions as the common council may deem proper, to any person or corporation, the right to erect and maintain, in the streets, alleys and other public places of such city, poles, wires and other necessary appliances for the purpose of supplying electric or other light, the discretion of the common council is not confined to the mere restriction of methods of use, but extends to restriction of time and the statutory authority conferred carries with it an unreserved discretion and the right to impose any terms on the grant not forbidden by law, and a statutory authority to revoke such license may be given to such city and it may be exercised by it.66 But, contract rights may be given by an act of incorporation to a navigation company, in consideration of the performance of certain conditions, which obligation cannot be impaired by a subsequent attempt to repeal in part such prior statute of incorporation.67

§ 337. Obligation of Contracts Street Paving by Street Railways-Conditions and Regulations.-A subsequent ordi

63 Spring Valley Water Works v. Schottler, 110 U. S. 347, 28 L. ed. 173, 4 Sup. Ct. 48.

64 Laclede Gas Light Co. v. Murphy, 170 U. S. 78, 42 L. ed. 955, 18 Sup. Ct. 505.

Co., 152 Ill. 171, 26 L. R. A. 681, 38
N. E. 584.

66 Coverdale v. Edwards, 155 Ind. 374, 58 N. E. 495, 7 Am. Elect. Cas. 15.

67 Commissioners' Sinking Fund v.

65 Belleville v. Citizens' Horse R. Green & Barren River Nav. Co., 79

Ky. 73.