35 Minn. 155 | Minn. | 1886
The defendant, it appears, first organized as a I boom corporation under the general law. The original articles of incorporation are not disclosed by the record, but it is manifest (and it lis not disputed) that the organization must have been made under Gen. St. c. 34, tit. 2, and that the powers and privileges thereby ae-Iquired could not include either the right to exercise the power of emi-Inent domain, or to take tolls, or to obstruct the navigable portion of Ithe St. Louis river, where the defendant’s booms and works are lo-Icated, so as to prevent the free passage of the logs of other owners. Stevens Point Boom Co. v. Reilly, 44 Wis. 295, 305; S. C. 46 Wis. 237, 242. It was, by virtue of its original articles of incorporation,
The detention of the plaintiff’s logs, taken and held in invitum by defendant under a claim of lien for the boomage allowed by this act, brings up the question of its constitutionality in this case. This question was not suggested or mooted in the case of Osborne against the defendants, just cited, but the question there determined was as respects the power of the legislature to authorize such improvements in and use of a navigable river. The question which is raised here, and which has been elaborately argued by counsel, is the constitutional power of the legislature to so amend the charter, and to confer upon an existing corporation additional special powers and privileges of the character described, under the provisions of article 10, section 2, of the constitution, forbidding the formation of corporations by special acts. The discussion by counsel at the bar embraced the question of the proper original construction of this clause, and the intention of the framers of the constitution in inserting it, and also the question of the- construction thereof which has in fact prevailed and been acted on in this state, and the effect which the court ought to give to such construction in considering this ease.
It is true, the right to be a corporation is itself a franchise, but all [franchises granted to a corporation become corporate franchises, and [essential portions of its charter or act of incorporation, and the chief [value of the charter, in order to accomplish the purposes of the corporate organization. The constitutional provision requires that cor
Charters, then, since the adoption of the constitution, are to be acquired under general laws; and to them must we look to ascertain what franchises may be conferred by charter upon corporations. Every new grant of special powers must, as between the sovereign and a corporation, be regarded, as respects the exercise of such powers, in the light of a new charter, and especially since, when accepted, the new or amended charter becomes a contract irrevocable, unless the power of amendment or repeal is reserved in the grant. Every new grant of a portion of its sovereignty by the state through the legislature must, in principle, be within the prohibition, and be equivalent to the grant of a charter de novo. In accordance with this view, the legislature accordingly, upon the adoption of the constitution, enacted general laws for the formation of corporations for the váríousl purposes required in the commonwealth, and carefully defined their powers and obligations, and made them of uniform application. These!
2. The defendant-also makes the point that it was competent for the :state to invest a corporation, as it might an individual, with the power •and duty to assume an agency in behalf of the public to make the improvements and transact the business authorized by the amendment to the charter here in question, for the purpose of facilitating ■the business of driving, handling, and assorting logs in the common ■interest. But the nature of the agency and business thereby created ■and authorized does not affect the application of the rule. The precise point was raised in Stevens Point Boom Co. v. Reilly, 44 Wis. 295, 301, where the plaintiff was organized under a general law, and ■subsequently granted powers similar to those conferred on this plaintiff by the act in controversy; and the court, by Ryan, C. J., say: '“The court was not indisposed, if it could, to construe the sections of
3. It is unnecessary to consider whether there is any distinction between corporations formed under general laws and corporations created by special charters prior to the adoption of the constitution, as respects the. effect of subsequent special legislation. It has been the habit of the legislature in both classes of eases, and especially in the latter class, to amend and alter charters by special acts, ever since the constitution was adopted; but I have not been able to discover that there are many other instances like the case at bar, wherein such new and important grants of power have been made to pre-existing corporations. The legislation in such cases is more generally, as I understand it, confined to amendments and alterations relating to matter of form, or affecting the remedy, or the method and details of the management of the corporate business, or the mutual relations, rights, or interests of the corporators among themselves, in the exercise of franchises already possessed by them which legislation might be had, with the consent of the corporators, without any new or further grant of corporate powers by the state. This court, in the several eases which have been before it for adjudication, has always recognized the restrictive force of the constitution as respects such grants, though it has never attempted to define the
It would not, in my judgment, be a reasonable construction of this act to hold that the new business authorized was incidental to the original enterprise, or a mere extension or enlargement of it; nor do I think that public interests would be seriously affected by a construction that should defeat legislation of this kind. I think that the difficulties and inconvenience likely to result could, in a great measure, be remedied through the operation of general laws, as was the case in Stevens Point Boom Co. v. Reilly, supra. And see People v. Perrin, 56 Cal. 345. In San Francisco v. Spring Valley Water Works, 48 Cal. 493, 523, the court, in the face of similar arguments and considerations, reversed what was held to be an erroneous construction of a similar clause in a state constitution, in an earlier case, decided eleven years before, (and which upheld legislative grants of new franchises,) and adopted the strict rule contended for by the respondent here.
4. The majority of the court, however, do not agree to the views above expressed in respect to the character of the special law in question, and the effect to be given to it, and are of the opinion that it ought not to be held unconstitutional. They hold that the strict rule
Under these circumstances, the constitutional amendment of 1881 was adopted, (Laws 1881, c. 3,) which, in direct and plain terms, forbids special legislation of the character complained of. The language of this amendment is: “The legislature is prohibited from enacting any special or private laws in the following cases: * * * (7) For granting corporate powers or privileges, except to cities.” This amendment, in their opinion, indicates a change of policy, and unquestionably inaugurates or restores the strict rule of construction as to all subsequent legislation affecting the charters of existing corporations. Its language and meaning are too clear to call for construction, and there will be no ground upon which to build any subsequent erroneous legislation or popular construction.
My brethren are also of the opinion that the act in question does not, within the rule laid down in Ames v. Lake Superior & Miss. R. Co., supra, work such a change in the character of the corporation as to constitute it essentially a new or different corporation, though it enlarges its business, and grants the necessary incidental powers to make such enlargement practical and effective; and that, for these reasons, the act should not be held void.
Judgment reversed.