87 Wis. 584 | Wis. | 1894
The original charter of the company went into effect March 1, 1864, and, among other things, provided that it should be “ a body corporate and politic by the name and style of the Black River Improvement Company, and by that name shall have succession and continue for twenty-five years.” Sec. 1, ch. 84, P. & L. Laws of 1864. In the same act it is “declared that in the judgment of the legislature the objects of this corporation and this act cannot be obtained by or under any general laws.” Sec. 14. By the act which went into effect May 25, 1866, the first section of the original charter was amended, among other things, so that the corporation should “ have succession and continue for twenty-five years.” Such twenty-five years would have terminated May 25, 1891, and before the cause of action in question accrued. Ch. 263, Laws of 1882, provided that the original charter “and the several acts amendatory thereof, and all the rights, powers, privileges, and duties of the Black River Improvement Company, organized and existing under said acts, are hereby continued-in full force and effect for the full term of twenty-five years from and after March 1, 1889,” which is the date at which the original charter, had there been no amendments, would have expired. The only question presented for determination upon this appeal is whether ch. 263, Laws of 1882, was within the constitutional power of the legislature to enact.
Undoubtedly the decision in Dartmouth College v. Woodward, 4 Wheat. 518, led to the conclusion that the grant of corporate franchises by the state to a private corporation, without reservation or condition, and its acceptance as such, constituted a contract which the legislature of the state could not subsequently impair by repeal, alteration,
That was one of the most important of the questions that confronted this court nearly twenty years ago in the celebrated railroad cases. It was there in effect held that the constitutional amendment against such special acts was prospective in its operation; that it “ relates only to acts of incorporation thereafter to be granted, and does not impair the power of alteration or repeal, reserved to the legislature by the state constitution, in respect to charters granted prior to such amendment.” Attorney General v. Railroad Cos. 35 Wis. 427. In the opinion of Ryan, C. J., in that case it is, among other things, said: “ The difficulty of altering special charters by general laws which shall be uniform throughout the state is very apparent. . . . But the purpose of the amendment, so far as it affects sec. 1, art. XI, appears to us very manifest. It was designed to act on th& first clause only of the section, taking away the legislative discretion, and changing the directory provision into a prohibitory one; and not to touch the second clause of the section at all, leaving the reserved power where it found it, to be exercised thereafter, as theretofore, upon special charters, by special acts. The amendment is prospective only, not retrospective. It prohibits an old way and provides a new way of creating corporations, but was not designed to affect existing corporations in any way.- . . . We can see nothing in the letter or spirit of the amendment to warrant us in giving it a construction to impair the reserved power. Under the rule of constructive repeal we are bound to give such construction to these con-stutional provisions as will leave both to stand together. It is not for us to wrest so great a power from the legislature by construction, unless the legislature and the people have made such construction inevitable. And we feel bound to hold, and find no difficulty in holding, the phrase
Such are the utterances emanating from this court nearly twenty years ago. Since that time the court has repeatedly, either expressly or by necessary implication, sanctioned such utterances. Kimball v. Rosendale, 42 Wis. 416; Stevens Point Boom Co. v. Reilly, 44 Wis. 301; Smith v. Sherry, 50 Wis. 213. Other courts have construed such constitutional amendments against special legislation as not retroactive, but as applicable only to corporations thereafter created. State ex rel. Circuit Att'y v. C. G. & S. L. R. Co.
The adjudications cited sanction an exercise of such reserved power of the legislature in the making of amendments of an affirmative character, giving additional powers, as well as those of a negative character. The legislature of this state, relying upon such utterances of this court, and, as we must assume, in the belief that they possessed the power so to do, have passed numerous acts amending special charters granted prior to the constitutional amendment of 1871. That numerous investments have been made and large interests have grown up upon the assumption that such legislation has been valid, no one can doubt. Certainly such interests should not be destroyed unless the unconstitutionality of the act is free from all doubt. The original charter, as it had been amended, was in full force at the time ch. 263, Laws of 1882, was enacted. That act did not create a new corporation in anj^ sense. It merely prolonged the life of an existing corporation which then had nine years more to run. It in effect amended the existing charter bj^ striking out the date at which it was to expire and in its place inserting a different date. Under the power reserved in the constitution itself, the legislature were expressly authorized to alter or repeal that charter. Manifestly they made no attempt to repeal it nor to cut down its powers. They did undertake to alter it by providing that it should not expire until a more remote date. We cannot say that they did anything more than to alter it. Its name and identity and corporate powers continued after the enactment of ch. 263, Laws of 1882, substantially the same as before. By it there was no granting of corporate powers or privileges de novo. It was a mere alteration or change in existing powers. We must hold that an act
By the Court.— The order of the circuit court is reversed, and the cause is remanded with direction to overrule the demurrer and for further proceedings according to law.