Chenango Bridge Company v. Binghamton Bridge Company.

bridges. A provision in the following words is contained in the 31st section: "And be it further enacted, that it shall not be lawful for any person or persons to erect any bridge or establish any ferry across the said west and east branches of Delaware river, within two miles either above or below the bridges to be erected and maintained in pursuance of this act, except between the times the said bridges, or either of them, shall not be passable," &c. There is a proviso by which persons are

allowed to cross the streams in their own boats. The 36th section declares that, after the expiration of thirty years from the passage of the act, the bridges and their appurtenances shall become the property of the State.

The 38th section provides for the incorporation of another bridge company, to be called the "Susquehanna Bridge Company," for the purpose of erecting and maintaining a toll bridge across the Susquehanna river at or near Oquago, in the county of Tioga, and for erecting and maintaining another toll bridge over and across the Chenango river, at or near Chenango Point, in that county. It is declared that the persons associating to form this company shall be and they are thereby created a body politic and corporate, by the name mentioned, and that they and their successors and assigns "shall and may have perpetual succession, and shall be, and hereby are, invested with all and singular the powers, rights, privileges, immunities and advantages, and shall be subject to all the duties, regulations, restraints and penalties which are contained in the foregoing incorporation of the Delaware Bridge Company; and all and singular the provisions, sections and clauses thereof, not inconsistent with the particular provisions herein contained, shall be, and hereby are, fully extended to the president and directors of this corporation."

The bridges over the Susquehanna and Chenango rivers were not immediately erected, and in 1808 another act on the subject of these corporations was passed. So far as concerns the present question, it declares that the incorporation of the Susquehanna Bridge Company shall thereafter be deemed and considered to exist for the sole purpose of erecting and main SMITH.-VOL. XIII. 12

Chenango Bridge Company v. Binghamton Bridge Company.

taining a toll bridge under their charter across the Susquehanna river at Oquago, with a capital stock of ten thousand dollars, under all its present provisions, except the limitation of its duration of thirty years, which said limitation, it is declared, shall be and thereby is repealed. The section next following is in these words: "And be it further enacted, that for the purpose of erecting and maintaining a toll bridge across the Chenango river, at or near Chenango Point, the present stockholders of the Susquehanna Bridge Company, or such others as shall associate for that purpose, before the first day of January next, shall be and hereby are created a body corporate, in fact and in name, by the name of 'The Chenango Bridge Company,' and as such to have perpetual succession, under all the provisions, regulations, restrictions, clauses and provisions of the before mentioned Susquehanna Bridge Company; and their capital in stock shall consist of ten thousand dollars."

The plaintiffs were duly incorporated, and erected a bridge across the Chenango river at Chenango Point, pursuant to this act, in 1808, and have continued to maintain one there until the present time, having rebuilt it in 1825, and again in 1845. They have received tolls according to the act, and have made dividends for the last twenty years, at the average rate of about sixteen per cent on the nominal capital of ten thousand dollars, but between sixteen and seventeen thousand dollars have been actually paid in. What is now the village of Binghamton, and which contains nearly ten thousand inhabitants, was called Chenango Point in 1808, and then embraced fifteen or twenty dwellings, and the ground upon which the present village stands was mostly a wilderness. At that time. the surrounding country was sparsely populated, and there was but little travel. The plaintiffs' bridge crosses the Chenango about eighty rods above its mouth, where it empties into the Susquehanna. At present the village lies on both sides of the Chenango river, about fifteen hundred of the population being on the west side, and the remainder on the east.

In the year 1826 the legislature was petitioned for authority

Chenango Bridge Company v. Binghamton Bridge Company.

to erect a new bridge near that point, but the application was rejected on the ground that it would interfere with the plaintiffs' vested rights. A similar unsuccessful attempt was made in 1854; but in 1855 the defendants were incorporated by an act of the legislature (ch. 164), with authority to construct a bridge across the Chenango river, in the village of Binghamton, at a point not less than eighty rods above the present bridge. The rates of tolls were to be the same which were authorized to be taken by the Susquehanna Bridge Company.

Pursuant to this act the defendants have erected their bridge across the Chenango about eighty rods above that of the plaintiffs, by which travel has been diverted from the plaintiffs' bridge, whereby their tolls have been greatly diminished.

The trial took place before Mr. Justice GRAY in 1857. He decided that the plaintiffs were not entitled to recover, and gave judgment for a dismissal of the complaint, which judg ment was affirmed at the general term in the sixth district. Opinions in writing were given at the special term by Mr. Justice GRAY, and at the general term by Mr. Justice MASON; and in both the conclusion reached was, that the prohibition against the erection of other bridges within two miles, contained in the provisions of the act of 1805, for incorporating the Delaware Bridge Company, was not applicable to the plaintiffs' bridge, constructed under that act and the act of 1808, the reference to that prohibition not being sufficient, as it was thought, to make it a part of the Susquehanna or of the Chenango Bridge corporations. The plaintiffs appealed here. The case was submitted on printed arguments by

H. R. Mygatt, for the appellants.

Dickinson & Wright, for the respondents.

WRIGHT, J. The Constitution of the United States declares that "no State shall pass any law impairing the obligation of contracts." (U. S. Const., art. 1, § 10.) The provision, interpreted by the light of history, has been supposed by many only to have been intended to apply to executory contracts;

but a far more extended interpretation has been given to it by that court which possesses the ultimate right of passing upon the question, and whose decisions we are bound to respect and follow as the law of the land. Not only has it been settled that an executory contract, but, also, that a grant or executed contract, comes within the scope of the provision; and that a legislative grant of a franchise to a corporation to maintain a bridge or ferry, or turnpike road, is a contract, if the grant be accepted, within the meaning of the section, which no subsequent legislature can interfere with, even to promote the public good, if by such interference the private interests of the corporators are affected. (Fletcher v. Peck, 6 Cranch, 87; Dartmouth College v. Woodward, 4 Wheat., 518; Green v. Beddle, 8 id., 2; Gordon v. The Appeal Tax Court, 3 How., 133; State Bank of Ohio v. Kemp, 18 id., 369.) It may be doubted whether it was wise and legally sound to attribute to a legislative act, granting to a corporation an exclusive right to maintain a bridge or ferry, and exact compensation from the public for crossing a stream at a given point, the force of a contract, within the constitutional provision. But such is clearly the doctrine and effect of the series of adjudications referred to. It is no longer to be questioned that a private company, to whom a State legislature has in express terms granted the exclusive right of maintaining a bridge and exacting tolls for crossing a stream at a designated locality, when the franchise has been accepted and acted under by the corporation, and no power is reserved to alter or repeal the law, is protected, even though the public interest may suffer, by the constitutional prohibition against any subsequent legislation which is, or permits, a direct interference with the enjoyment of the franchise or diminishes its value. Any law of that character, it is held, impairs the obligation of the contract between the State and the corporation, and is within the pur view and prohibition of the Federal Constitution. The right, however, alleged to have been impaired or invaded, must have been given or granted expressly, and will not be implied. Public grants are to be construed strictly, and neither indivi

Chenango Bridge Company v. Binghamton Bridge Company.

*

duals nor corporations will be deemed to have original rights, as against the State, by implication. In the grant of privileges to a corporation, nothing passes but what is granted in clear and explicit terms, and by words too plain to be mistaken. "When a State," says Judge BLACK, in the case of The Pennsylvania R. R. Co. v. The Canal Commissioners (21 Penn., 22), ‚“means to clothe a corporate body with a portion of her own Sovereignty, and to disarm herself to that extent of the power that belongs to her, it is so easy to say so, that we will never believe it to be meant when it is not said. * In the construction of a charter, to be in doubt is to be resolved, and every resolution which springs from doubt is against the corporation. If the usefulness of the company would be increased by extending them [privileges], let the legislature see to it, but remember that nothing but plain English words will do it. The wisdom of such a rule of construction will not be questioned by any one who has at heart the safety and preservation of his State government. (Richmond R. R. Co. v. Louisa R. R. Co., 13 How., 71.)

The plaintiffs were incorporated in 1808, by a single section of an act purporting to amend "The Neversink Turnpike Road and Susquehanna Bridge Companies," incorporated by a previous act, in 1805. This last named act created five corporations, amongst which were two bridge companies, viz., "The Delaware Bridge Company" and "The Susquehanna Bridge Company;" the first to erect and maintain bridges across the east and west branches of the Delaware river, and the other to erect and maintain a bridge across the Susquehanna river, at Oquago, and another across the Chenango river at or near Chenango Point. The section referred to, as incorporating the plaintiffs, was without detail, except as to the amount of capital, simply providing "that, for the purpose of erecting and maintaining a toll bridge across the Chenango river at or near Chenango Point, the present stockholders of the Susquehanna Bridge Company, or such others as shall associate for that purpose before the first day of January next, shall be and hereby are created a body corporate, in fact and