15 Conn. 475 | Conn. | 1843
The Unusual practical importance of some of the questions involved in this case, and the zeal and ability With which they have been discussed, have demanded and
The action is brought to recover the interest upon a bond executed by the city of Bridgeport, with all the legal formalities and solemnities necessary to give validity to such an instrument. The agents of the city were duly appointed and empowered, and their signatures, with the seal of the corporation, have been affixed to the bond. The defendants have pleaded the general issue of non est factum, to the action f under which plea, unembarrassed, as we think, by any matter of estoppel, they have a right to contest and deny the power of the city to execute the bond and the coupon or certificate in suit.
Whether it was incumbent upon the plaintiffs, after having proved the authority of the agent, and the execution of the bond, then to prove the right and power of the city to make the contract under consideration, we need not enquire; it was certainly competent for them, in this preliminary stage of the investigation, to make this proof; and the evidence objected to materially and directly conduced to prove this important part of the issue.
There have been some questions discussed by counsel, which we have not supposed necessarily involved in the case; and some others, naturally enough suggesting themselves to us in the course of the investigation, which are not presented by this record: such as, whether the original charter of the city of Bridgeport gave authority, of itself, to the city, to execute this bond ; and in what manner a judgment and execution in favour of the plaintiffs may be enforced and collected.
The essential questions arising here, we think, grow out of the resolution of the General Assembly of May, 1838.
The most material facts necessary to a proper apprehension of the case, and appearing upon the bill of exceptions, are, that as early as March 2, 1837, the city of Bridgeport, at a legal meeting, voted, that it was expedient to aid in the construction of The Housatonuc Rail-Road, by subscribing
This city is a municipal corporation, an artificial body, capable of being invested with, and of exercising, powers of great extent; and if the powers conferred upon it, by the
Under the authority derived from this resolution, the bond in dispute has been executed with all the legal formalities, ordinarily sufficient to charge either one individual, or a corporation, with the obligation of its payment. Wherefore, then, should not the city of Bridgeport be adjudged liable to pay?
Several reasons in opposition have been, with great force, urged upon us.
1. It is claimed, that aside from what is hereafter suggested as a constitutional infirmity of the resolution of 1838, it is necessarily inoperative as a confirmatory act, because, if the proceedings of the city and its agents previous to that resolve, were void, as the defendants suppose, from want of authority in the city to act, they could never be rendered effectual for any purpose, by any act of legislation; and we have been referred, in support of this position, to the principles of the common law applicable to deeds of confirmation inter paries. Although individuals may not have power to make good ab initio, that which was originally void, by subsequent deeds or acts of confirmation ; yet this cannot be true of acts of sovereignty — acts of legislation not conflicting with constitutional right. And in giving a construction to such an act, the only question can be, what was the intention of the legislature ? When this is ascertained, our duty is imperative to give to that intention its legal effect. In the present case, there exists no doubt on this point. The declared purpose of the city in asking legislative interference, was, to give validity to its previous votes, not to perpetuate their infirmity, if such infirmity there was. To comply with the request of the city was the object of the legislature in passing the resolve — not
2. Again, it is said, that the resolution under consideration is retroactive, and opposed to the fundamental principles of legislation, and conflicts with natural justice ; and furthermore, that it is directly unconstitutional, and, for these reasons, void. The history of legislation and jurisprudence in this country of constitutions, both state and national, has spoken too frequently and too explicitly upon the character of retroactive laws, from the time of the decision of the case of Calder v. Bull, 3 Dallas, 386., to be disregarded at this day. Retrospective laws, whether they be public or private, not relating to crimes and punishments, but merely civil in their operation, are not void because they &re retroactive. Void they may be, to be sure ; and so may be, and so frequently are, laws of a prospective character. We concede, that retroác-tive laws generally have many, features of injustice, although intended to effect much good J but as the judiciary is not the guardian of the legislature, but is the weaker department of the government, possessing no veto power over acts of constitutional legislation, more properly belonging to the executive ; we cannot disregard a legislative enactment, because it is retroactive in its purpose and effect, whatever may be our opinion of the general policy of such laws. It belongs to us rather to settle questions of constitutional power, than questions of policy. Walker v. Bacon, 8 Mass. R. 468. Lock v. Dane, 9 Mass. R. 360. Foster v. Essex Bank, 16 Mass. R. 245. Goshen v. Stonington, 4 Conn. R. 209. Waterbury v. Clark, 4 Day, 198. Mather v. Chapman, 6 Conn. R. 54. Beach v. Walker, Id. 190. Booth v. Booth, 7 Conn. R. 350. Dash v. VanKleeck, 7 Johns. R. 506.
It has been intimated from respectable sources, that the test of the validity of retroactive laws, is, whether they be unjust in their operation, and if they are, that they should thus far, at least, be disregarded. If such laws clearly abrogate vested rights, if they take the estate of one man and transfer it to another, <&c., without reasonable cause, and are, therefore, palpably unjust; we should probably so consider them, if possible, as to avoid these effects, or in accordance with the expressed opinion of our own courts, consider them in this respect inoperative ; not, perhaps, because we might believe them in the abstract to be unjust, but rather because they stand opposed to the true spirit of the constitution ; and, therefore, are unconstitutional and void.
There may not often be any great difficulty in determining what are the principles of natural justice, nor what would tend to undermine that which theorists may suppose to be the fundamental principles of the social compact, especially by those who acknowledge the precepts and obligations of
In the present case, however, all these considerations are rather hypothetical than relevant to the essential bearing of the facts disclosed by this bill of exceptions ; for we do not perceive any thing, either in the votes and proceedings of the city of Bridgeport, or of its agents, or in the resolution of the General Assembly, so far as it is necessary to consider it, in this case, so unusual, so dangerous or unjust, as to require of us such an extreme exercise of judicial power, as for such causes, to declare them void. We know, that much of the commercial prosperity of our cities and other business communities, depends upon the extent and facilities of their intercourse with the interior country, as well as with distant and foreign places. To promote this intercourse, by constructing and improving roads, canals, bridges, harbours, wharves, &c., has been a very frequent object of the enterprise of the inhabitants of such communities ; and American cities, in their corporate capacities, have frequently given aid to such improvements, without exciting alarm, or of being suspected of thus oppressing their citizens, or of invading unjustly any salutary principle of the social system. In the present instance^ the city of Bridgeport, acquainted, as we presume, with its own wants and resources, and what would best promote its prosperity, upon full and frequent deliberation, both before and after the resolution of 1838, decided, that the construction of the llousatonuc Rail-Road and its termination within the limits of the city “ would result in great advantages to the city and it was, therefore, desirous of aiding in its construction. The General Assembly of the state coincided in this opinion of the citizens of Bridgeport; and there is nothing apparent upon this record or elsewhere, which has convinced us, that either the city or the legislature was mistaken in the matter. It should be borne in mind, that it was neither the
But it was said in argument, and herein rested a strong ground of the defendants’ claim, that this resolve was unjust, and opposed to the fundamental principles of the social compact, and an infringement of the vested rights of the citizens of Bridgeport, because it authorized a majority of the citizens to compel a minority to contribute to objects which they disapproved and opposed, and to tax them against their will for objects foreign to the original purposes of the city charter. We have no official knowledge of the existence of a minority upon any subject now in controversy, appearing either as remonstrants before the legislature, or acting in any corporate meetings of the city. But if we had, we cannot regard their complaints, under the present form of proceeding. And here we take occasion once more to remark, that our present business is, to determine whether the bond in suit is obligatory upon the corporation, and not whether the individual estate of the citizens may be taken to satisfy a judgment against the corporation, either by the common law of the state, or by force of the resolution we are considering,
The objection we are discussing, we think not only too broad, but too late. It would lie with equal reason against every act of the legislature creating a public municipal cor
Such of the citizens of Bridgeport, as were opposed to the projects of the city, and believed they were inconsistent with legitimate city powers, and subversive of the rights of the minority, have had frequent opportunities of being heard, as well by the legislature as the courts. Minorities are not so merged and absorbed in the corporate body, as to have no rights, and be entitled to no protection.
But if there has been injustice, either in the proceedings of the legislature or the city, by holding such proceedings void, we should only transfer the bearing of the injustice, from the citizens of Bridgeport, who would gladly have availed themselves of the expected favourable result, to third persons, who have confided in the good faith of such citizens. Whether the resolution of the legislature was void, depends Upon its real character, and its necessary tendency and effect, and not upon the result of an experiment.
Most of the reasoning of the defendants, in this part of the case, as we have seen, is grounded upon the assumption, that this resolution is altogether retrospective, and that it should be subjected to the common odium attached to retroactive laws. This is a mistaken construction. It is prospective also ; and sufficiently so to legalize these bonds. It is an enabling act, and authorizes the city “ to adopt such other measures as should be thought necessary to carry into effect the former proceedings of the city, and to provide for the payment of subscriptions, &c., by issuing scrip or other secu
We have been referred to no express constitutional provision, with which the resolution under consideration is supposed to conflict, except it be art. 1. s. II. of the constitution of this state. “ The property of no person shall be taken for public use, without just compensation therefor.” This resolution, in conferring power upon the city of Bridgeport to make subscription to the stock of the Rail-Road Company, and to issue its bonds or other scrip, and borrow money, &e,, confers no power of taking private property for public use not found in the original charter. The power of taxation, which is the only one savouring of this interest, is to be found there, not here. The authority of city legislation is, to be sure, extended to new subjects; and therefore, taxes may be increased, as the objects of taxation are multiplied, and in this way, indirectly, private property is demanded for public use ; but this does not fall within this prohibition of the constitution: if it did, then all charters of incorporation conferring a power of taxation, would be unconstitutional. At any rate, so far as the taxing power is given, if this is embraced in the foregoing constitutional provision, it is not a forced construction of it, to say, that the compensation secured by the constitution is provided, by the overbalancing advantages and benefits, which both the citizens of Bridgeport and the legislature supposed would be conferred, by the construction of the rail-road.
3. It remains only to consider whether the authority given by the legislature, by the resolution of 1838, has been pursued, and whether the powers conferred upon the corporation, have been executed by the city and its agents ? And in doing this, we admit, that in this country, all corporations, whether public or private, derive their powers from legislative grant, and can do no act for which authority is not expressly given, or may not be reasonably inferred. But if we were to say, that
The city of Bridgeport, by its votes, directed loans to be effected, as a means of paying its subscriptions. This the legislature authorized and approved. And now it is claimed, that, by virtue of this authority, the city was not empowered to issue its bonds to the Rail-Road Company, instead of money procured by such loans. If the same object was accomplished, by issuing the bonds, as would have been, by borrowing and paying the money, it would be very much like trifling with the law to hold that the legal consequences are essentially different. The Rail-Road Corporation thus became the creditor of the city, instead of some other persons, and received the bonds as cash, in payment of subscriptions. There can hardly be said, in this respect, to have been a departure from the literal terms of the city votes ; and if there had been, the present objection, coming from the city itself, after it had received the full, contemplated consideration for its bonds, and after having carried its entire purpose into effect, by this mode of operation, ought not to receive our countenance or favour. Bank of Northern Liberties v. Cresson, 12 Serg. & Rawle 306. Buckley v. The Derby Fishing Company, 2 Conn. R. 254. Witté v. The Same, Id. 260.
4. Very nearly of the same nature were other objections to the acts of the city agents; such as that the subscriptions were paid in advance, — and that the interest upon the bonds was made payable semi-annually.
It was one of the regulations of the Rail-Road Company, that the subscriptions to its stock should be paid by instal-ments ; but this was intended as a privilege to stockholders, which they might waive, if they pleased. The city acted in furtherance of its supposed interests in issuing its bonds in
It is true, the city agents were only authorized to negotiate loans at an interest not exceeding six per cent, per annum. They did not go beyond this power, by issuing bonds at that rate of interest, payable semi-annually. The rate per cent. was prescribed by the vote, but the period for its payment was left to the discretion of the agents. They exercised this discretion prudently, and only conformed to the usual course of business of this character. It is notorious, that all stocks, as well those of the United States, the individual states and the stocks of municipal and private corporations, are created and issued upon the same terms; and none others could find favour in the market.
Upon a careful review of the proceedings of the city of Bridgeport, and the conduct of its agents, we cannot doubt but every thing has been done in reasonable, if not in literal, conformity with the powers conferred by the legislature ; and especially, that the bond in question, approved, as it has been, not in substance alone, but in form also, by the freemen of the city, in a deliberate meeting, carried out the entire purpose, as well of the corporation as of the legislature, and is of full and perfect obligation upon the city.
Such are the most prominent reasons for the opinion we have expressed in this case, and such as have convinced us, that there is nothing erroneous in the judgment of the county court; and we shall, therefore, advise that it be affirmed.
Judgment affirmed.