*1 COURT.- Cоmpany Life and Trust v. Ohio Insurance Debolt. Company, and Trust Life Insurance The Ohio Plaintiff Henry error, Debolt, of Treasurer in Hamilton in error. County, Defendant court, such, case, opinion reporter in this being only no of the can There state ' question. drawn Ohio which were into laws of passed incorporating an Life Legislature Ohio act the Ohio In of Insurance Company, power, amongst things, other to issue bills and Trust or notes provided higher of year '1843. section the charter no until the One taxes company of the capital^toek or dividends should lie levied on the are or incorporated banking capital or dividends of be levied on the stock institutions in the State. IS36, legislature passed prohibit an act to the circulation of small bills. In This notes, surrender the provided, if hank should to issue small act treasurer upo., of five dividends; tax from bank cent. its should collect a suck not, twenty per The Life Insurance Company if surrendered the should cent. and'Trust he collect right. 1838, 1845, repealed. this law was an act In incorporate passed Bank State of Ohio In other provided company pay, each companies. annually, section should The 60th in lieu all taxes to profits, company of six or the thereof, therein, of stocks owned would otherwise be on account sub- stockholders ject. stocks, passed and bank and to tax banks other same an act was Iu by the laws of the property was State. other taxable legislation exempt the Life Insurance previous There was and Trust operation of act. from the from the District Court case of the up was brought of Ohio, Hamilton, in and for writ of of county 25th section of the Act. The Judiciary error issued Corwin, John A. Chief the Honorable Justice court was held by of of Court presiding, Supreme and the Garter, W. Honorable G. Edward Honorable Alfred B. Stalle,- John the Court Woodruff, the Honorable Judges Hamilton', and for the Pleas, asso- county Coxñmon ciates. certificate, record, which was of the ex- part The following case : nature of the plains motion of the counsel said And thereupon, defendants, and Trust Life Insurance Company, Ohio of the record and made that the part ordered to be certified of defence to the said did set prayer company up, way bill a certain act general complainants, assembly Life Ohio Insur- State, entitled An incorporate the twelfth ance and Trust passed day February, Company, also a certain hundred thirty-four; eighteen year - (cid:127) act to entitled An prohibit other act of the assembly, March, bills, the fourteenth day circulation small passed and' hundred thirty-six; thereupon year eighteen 41? acts, claimed, that in the said and of virtue the instrument B,” answer, Exhibit attached to its of sembly writing, general as- State had entered into a of this contract with the said never impose upon said com- *2 cent, or' of different burden taxation than five greater pany dividends net of and that therefore the act profits, of banks, to tax the entitled An act and bank general assembly, stocks, other the same as and other is now taxable property State, the laws of this the the of March, passed twenty-first in day hundred and the eighteen year fifty-one, impaired obligation and contract, of of the conflict between said act therein was to the Constitution repugnant States; the but court decided that United there was no the acts, said several for the reason that the the of March, fourteenth in the passed day year eighteen ánd hundred ceased to thirty-six, have expired, and effect or The Ohio Life Insurance operation respects and. the first of in the Company, day January, year eighteen hundred and to when the of the said forty-three, company issue bills or *3 that the said act cause, and was drawn in validity ques- . tion manner and to the intent herein before (in specified) to the Constitution of the United States, and being repugnant of the court that the decision said was in validity- favor ' it certified is further that this court is the law. And highest court of law and in in State Ohio, in which a equity de- suit cision in this can had. certificate, The several acts in above are stated mentioned in the not delivered rt, this cc judges and it is opinions by them to set forth extenso. necessary Mr. and The- case Mr. argued by Worthington Stanberry, ' error, for and Mr. and Mr. Spalding for plaintiff by Pugh, - the defendant error. on behalf of The plaintiff error, are following points, the brief Mr. filed taken from for himself "Worthington, and Mathews. Mr. first Our involves the Points point taxing Plaintiff. —I. for of taxation, and and the manner objects subjects power, and of of its exercise. This under the extent power, Constitution 1802, is Ohio, the control of legislative, placed to’ few subject limitations general assembly, only put the instrument of its creation, the Constitu- - Ohio, tion United States. Constitution 29th of 1; Nov. lb. 1802,-Art. 1, 23; Art. McCulloch v. State § § 1 853. 419 Ohio £ife v. Debolt. , of 8 How. 4 Cond. Pet. 475, 486; Nathan v. Maryland, Rep. Louisiana e ; 82 v. Grima et al. Rep. ; 490 Mager 8 Ib. Peopl v. &c. 4 Corns. 423; Brooklyn, Mayor, Rep. 419, Loring al. Ohio, et v. The State of 16 Ohio 590 ; v. Rep. Gazlay Ohio, 14; State of 5 Ib. State of Hibbard, Ohio v. 3 Ib. 63;. Cases, 5 License How. 516, 593; v. Rep. Blake, Loughborough 4 Cond. Pet. Prov. Bank v. 660; 4 Rep. Pet. 563; Billings, Rep. Ohio State 1 Rep. II. The limitation the exercise of only placed upon the tax 23d section of ing the 8th article of power con Ohio, stitution of which declares, That the taxes levying poll grievous wherefore oppressive; legislature never shаll or state levy poll-tax county purposes.” limit, the. can be being only power exercised extent, for every every purpose, upon any discretion, at every object thing, the limita only tion Constitution of Ohio of 29th given. November, 8,Art. 23; v. McCulloch State of 4 Cond. Pet. Maryland, Rep. § 475, 488; States, Osborne v. Bank United Ib.5 771; v. Nathan Louisiana, 8 82; How. v. et al. Grima Rep. ; 490 Mayer 8. Ib. Cases,. The License 5 593; Ib. State of 5 Ohio Gazlay 21; et al. v. OMo, The State of 16 Ib. 590 Rep. ; Loring People v. 77, 102. 426; &c. of 4 Corns. 1 Ohio Mayor, Brooklyn, Rep. Rep, III. The comes to the from the taxing power legislature and is measured people, authority people possess and can confer their and have con government, actually ferred. Their unlimited, as to themselves and being authority their resources, and bounds, their without can exigencies they exercise discretion, at will and at without limit or (cid:127) measure, fer the toas themselves and their And if con- property. have their authority they .upon assembly legis limit, lative of their without department government it can be exercised as the within them grant, just people selves could have exercised it. McCulloch v. State of Mary land, 4 Cond. Pet. 484; Blake, Ib. Rep. 660; 4 Loughborough Osborne v. States, Bank United 771; Ib. et al. v. Weston Charleston, ; Ib. 465 Bank v. City Providence et Billings *4 4al. Ib. 559; Charles River v. Warren 11 Pet. Bridge Bridge, 546, Rep. 567; v. et al. 15 Ib. 4; Dobbins v. Northup Vaughn Com. of Erie Cases, Ib. 447 License 5 ; How. County, 16 Rep. 575, 588, 592, 627; West River v. Dix et al. 6 Ib. 523, Bridge ;539 Cases, 8 Passenger 407, 421, 447, 530, Ib. 531; Nathan v. Louisiana, Ib. 80, 8 82; Grima et al. 8 Ib. 490; v. The. Mayer v. &c. People Mayor, Brooklyn, Rep. 419; 4 Corns. 1 Ohio State 10. Rep.
420 COURT-. Ohio Trust v. .Insurance a State, IV. The power legislative con given by be stitution, can exercised what upon only belongs in actual or constructive can never extend right, to another The same to wh'at belongs government. person at the. same cannot time under thе or of both. thing et al. 15 Pet. Northup 1; McCulloch Rep. v. Vaughn v. 2 Rodriek, 234; et Allen, al. v. 3 Rep. Ib. Rogers Grima et 488; v. 8 Mager 490; al. How. Holmes v. Rep. Remsen, 20 254; Johns. Gordon v. Tax, 3 Rep. Appeal How. Rep. charter The Ohio V. The Life Insurance and Trust Com the charter of the State' Bank of and other pany, banking are contracts companies, obligatory upon all Ohio, in their and as such, parts, the Consti protected by States, of the United tution the or violation invasion, upon n the State of Ohio. Constitution States, United part Peck, Fletcher v. 2 1, ;10 Con. Pet. Art. 321; New Rep. Jer § Wilson, 457; v. 2 Ib. et Terett al. et v. al. 3 Ib. 256; sey Taylor Pawlet v. Clark et 3 Town of al. Ib. 408; v. Crown Sturgis inshield, 415; Ib. 4 Dartmouth Woodward, v. 4 Ib. College 538; Bank v. State of McCulloch 4 Ib. Maryland, 470; Providence 4 Pet. v. 559; Charles Billings, Rep. River v. Bridge 540, 11 Ib. 611; Warren v. Gordon Bridge, Tax, 3 Appeal How. Planters Bank v. 133; et al. 6 318; Ib. Sharp West Rep. River 531, Dix, 6 Ib. 536, 539, v. et 542; Drew, al: v. Bridge Paup Woodruff v. 218; 204, 208, Ib. 10 Ib. Trapnall, 214; Baltimore Railroad v. Susquehanna Nesbit, 10 395; Ib. East Hartford v. Hartford 10 Ib. 535. Bridge, VI. 25th section of the charter The Ohio Life In surance and Trust and the 60th section Company, charter Bank of Ohio, of contracts, other are Banking companies, exercise of taxation limiting the the part and, State, United States, such, protected Constitution of from invasion. States -the Constitution of United 1, 10; Art. Peck, Fletcher v. Con. Pet. Rep. 231; § Wilson, v. 2 Ib. 457; New Jersey Providence Bank v. Bil 559; et. al. 4 Ib. Charles R. lings Warren Bridge Bridge, 540;. 11 Ib. Gordon v. Tax, 3 How. Appeal Rep. 146; West et al. 6 v. Dix Ib. Bridge 531, 544; Woodruff v. Trap nell, 10 Ib. Mills 208; St. Clair Co. 8 Ib. 580. VII. section of The 25th the charter of The Ohio Life In- surance and Company, being prohibiting taxes or higher dividends property of the Company, other dends were, levied on the might divi- institutions no incorporated higher could levied property, dividends *5 1853. 421 Company and’ Ohio Insurance Trust Debolt.. Life levied than conld be upon company of dividends banks State. A incorporatеd question arises as institutions here referred to. banking banks, reference must be to at the time incorporated existing at enacted, charter or that exist the time'of was tax could be case, In either no levied levy. higher against. could be levied such against incorporated .the taxation, banks. then the If of such banks be different rates subject rates greater proportion prevailing institutions, the rates taxation would control against If the former rirle then rate of tax- company. prevail, ation the old banks in furnishes the rule against Ohio against the latter rulé but if then the rate company; prevail, of Ohio, taxation the State Bank and other bank- against 60th under .the section of ing then- charter of companies, ' 1845, 24th furnishes the rule of taxation February, The act to against authorize free company. banking, 2! st March, Laws of 1851, Gen. has no (49 41,) applica- because, tion to aside from tax, other consider present ations^ no banks were under it when the tax organized against assessed, was authorized to be under the act of 21st Company March, 1851, banks, 49 Gen. Laws of Ohio., ; &c. 56 44 lb. 108, 121, 48 60; sec. lb. VIII. in' All the institutions in Ohio, at operation the time The Ohio Life Insurance Trust of Company chartered, Commercial’ Bank Cincinnati, which except — cent., four dividends, on her and the paid Franklin Bank cent, of Cincinnati, which her dividends paid-five per n — were, charters, their not from exempt taxation general under a law. And all the banks at the incorporated same session of the in which The Ohio general assembly Life Insurance and Trust were Company incorporated, their charters to the tax made the act of imposed by n March, 1831, banks, &c., to tax Statutes, 12.th and such taxes (Swan’s 916’,) law. The Ohio imposed Life might Insurance and Trust 1836, is, Company prior July, 1835, was March, 1831, taxed under the aсt 12th if taxed at all,'five her dividends. 3 Chase Stat. 2010 to 2083, c. 2 lb. 100-133, inclusive; 913-924, 351, c. 42, 1463, § c. ;655 32 76, 21, of Ohio Wooster; Local Laws Bank of 32 § lb. 197, 21, 32 Massillon; 6, Xenia; Bank of lb. Bank of 283, § § 32 lb. 17, 299, 6, 32 293, Lisbon; Bank of New lb. Lafay- § § ette' Bank of Cincinnati; 407, 32 lb. 22 of Cleveland; Bank § 412, 32 lb. 6, 32 lb. Bank Clinton Sandusky, § § Bank Columbus. IX. Life de- Ohio Insurance Trust must vol. xvi. first clare dividends on the annu- Mondays January July, said so as not to company, impair, ally, anywise profits stock". are lessen the These dividends capital divisible, de- the entire or' company, profits' *6 clared business of the special separately company. 27. of T-he Ohio Life Insurance & Trust Co. Charter § Ohio Life Insurance and Trust X. The and all Company, in Ohio, the Commercial Bank Cincinnati, the banks except Cincinnati, to and the Franklin Bank bound to being report State, March, 1831, the Auditor of under the act of 12th to tax &c., were banks, March, 1836, embraced the act 14th To bills,” the circulation of act, small as that prohibit express terms, included all banks that returns made to the auditor of to tax March, said act 1831, banks, State under 12th See. Ohio, 42, Laws of 1, 34 Gen. of the act to the cir- prohibit § of small culation bills. banks, XI. The All Ohio Life Insurance arid including act March, the of 14th Company, coming Í836, “ to the circulation of bills,” small were, terms prohibit charters, of the act and their cent, to a tax of twenty per dividends, their unless surrendered upon 4th 1836, as directed, their to July, notes or issue or circulate rights therein. bills, less than’ after $3, 1836, 4th and $5, after July, (cid:127) 4th and'“then 1837; case, July, Auditor of State shall thereafter draw on such banks amount only (cid:127) cent, (cid:127) of five their dividends, declared per such sur- after The 1836, render.” act of 14th March, much of so repealed n 1831, act of 12th to March, banks, &c. as was. inconsistent 32 with it. General Ohio, Laws of 42; Mills St. v. Clair 8 581. How. County, Rep. (cid:127) The Ohio XII. Life Insurance and Trust Company having “ of the act of March, 14th accepted provisions 1836, bills,” cirсulation small and made prohibit the surrender in due form said act, is entitled required by benefit consideration tendered act to surrender, obtain said by said cent, taxed can be five her dividends only declared after such surrender. This surrender her under said part, act, constitutes valid contract between her and the is invasion the Constitution prohibited by of the United States Gordon v. 3 Tax, How. 133 Appeal ; Woodruff Rep. v. 10 204; Ib. Rich. R. R. Co. v. Trapnall, Lou. R. Co. 13 R. Ib. 81, 86, 90; Stokes, v. 3 Ib. 167; Neil, Moore & Co. Searight 3 Ib. 742 ; Huddleson, Achison v. 296; v. 12 Ib. Huide v. Fisher, 1 Con. Pet. ; 452 U. v. 1 keper Douglas, States Rep. Ib. 423; v. Crowninshield, 4 Ib. Sturgis 418, 481. XIII. Court of the States, United Supreme 423 Life v. Ohio construction of the statutes and rule, in the constitutions of the of their States, courts, follows the construction but when the of a statute in conflict with Constitution construction United States involved, reversed, then rule and the courts must follow construction statute given of the United v. Court States. Bowen, Luther Supreme 219, 1, 40, 7 818; Howard’s East Hartford v. Hartford Rep. 539; Co. 10 Ib. Strader et al. Ib. Graham, v. 10 Bridge 94; 6 50; Elmendorf v. Con. Pet. v. Swift Taylor, Rep. Lyson, 16 Pet. 21; Ib. 378. Rep. March, 1836, XIV. of the act of 14th The repeal prohibit circulation of bills,” March, small 13th 1838, General Laws of Ohio, does not annul or 55,) (36 abrogate contract of surrender of 22d June, 1836, made Insurance and Trust which she Company, by issue and notes, lost circulate small right lost thereafter to tax five her 'her beyond dividends. East Hartford v. Hartford Woodruff 207 ; How. Trapnell, Rep. Co. 10 Ib. 535; Briscoe v. Bridge of Com. Pet. 257; Bank Charles R. Ky. Rep. Bridge *7 11 War. Ib. 420; Balt. & R. Nesbitt, R. v. Bridge, 10 Susq. 395; How. Satterlee Matthewson, v. 2 Pet. 412 Rep. ; Rep. Bronson Kinzie et al. 1 311; v. How. et al. Watson v. Rep. Mercer, 110; Peck, 8 Pet. 2 Con. Pet. Rep. Rep. Fletcher 321; Neil, Ohio, Moore Co. v. 3 742; & Howard’s Ache Rep. Ib. Huddleson, son 296 ; 10 Ib. 402. 395, For in error, the defendant will be points stated given also Mr. the third and fourth of Spalding, Mr. points Pugh. Mr. First. The for Spalding's defendant in error. points is of such taxing vital and is powеr importance, so of a State essentially necessary existence very govern- ment, that its relinquishment diminution for fixed period, be made cannot of a subject-matter contract be- binding tween of a State, and legislature individuals or cor- private It is one of the attributes of porations. under have erted for their highest sovereignty, our form of to government, belongs people. They .the it in the hands of the lodged ex- law-making power, benefit, not to be It must impaired destroyed. of necessity always to according exigencies, exerted present therefore, must continue each suc- to held necessarily ceeding undiminished and legislature unimpaired. Second. act of general assembly “ Ohio, entitled An act to the State Bank Ohio incorporate and other banking companies,” 24,1845, is not passed February y.
Ohio Life
Debolt:
a contract
the sense in
term is used in the Consti-
States,
tution- of the United
10.
1,Art.
It is a
law
§
;
rules
subject
prescribes
govern-
of all
ment
the citizens
the State
choose,
of'
who
within
may
limits, to embark
certain
in the business of
and is as
banking,
in its character as
law
the statute book.
mandatory
These 'mandates
some of
them enforced
severest
to
known
the law.
penalties
alteration,
Third.
act
made
to
subject
suspension,
and,
for,
at the time
its enactment,
24,1845,
repeal,
February
law
there
in full force in
a'general
w.as
which was-passed
'7,1842,
March
entitled “An act instituting
against
proceedings-
corporations
the visatórial
possessing banking powers
courts,
for the
powers
tions
provide
regulation
corpora-
:
in section nine as
generally,”
follows That
provided
‘
the charter of
every corporation
every description, whether
not,’
that shall
possessing banking
powers
hereafter
grant-
ed
and
vol.
alteration,
shall be
legislature,
suspension,
in the discretion
repeal,
Laws,
legislature.”
40,
page
The 60th
24th,
section of the
'February
Fourth..
a measure
provides only
not
cies
of taxation for the time
and does
being,
relinquish
to increase the rate as the future
-exigen-
require.
record
shows
(pages
25)
Supreme
Fifth.
Court of the State decided
more than that the
proviso
to the act of
14,1836,
March
ceased
affect the plaintiff when
issue
bills
for circulation ceased in.
1843;
January,
and that the act of
24, 1845, contained no
February
pledge
of the State not to
part
alter the
and mode
taxa-
amount
tion therein
more
And in so
said
has done no
specified.
court
doing,
a construction to the statutes of
give
Ohio. With
this,
a construction,
court
manifested
has
reluct-
reluct-
always
ance to
But more
will it feel that
interfere.
especially
ance when such interference
the acts of the State
may bring
legislature
conflict with
the Constitution
United
States.
*8
Mr.
third and
Pugh’s
fourth
.
points.
III. The
Court of Ohio
Supreme
construes
sta-
rightly
'
' n
tutes.
“
1. The
first
proviso.
act
prohibit'
section
small,
circulation of
contain
bills,”
14th, 1836,
March
passed
does not
stipulation
promise.
.It merely exempted
banks as
its terms,
before a
complied
certain
day,
operation States,
clause. Minis v. The
principal
United
Commissioners,
15 Pet.
445; The
Keith,
Rep.
v.
Kensington
1 5
8
3.
425
Company
v.
220;
State
2
The Treasurer of
Penn.
Rep.
Vermont v. Clark,
Vermont
129.
19
Rep.
contract,
does not
as a
2. The
proviso
operate
stipulation,
consent of
because the
the banks is invoked.
merely
cinnati,
The Cin-
and Zanesville Railroad
Wilmington,
v. The
Commissioners of Clinton
21 Ohio
77; The
County,
Rep.
Cargo
v. The United States,
Aurora
Ohio Life
Insurance
Trust
v.
Debolt.
Company
”
2d, 1846,
10th,
value
March
sect.
44
Laws,
General
passed
“
90, 91. Act To
soldiers from
exempt revolutionary
taxation,”
8th, 1847, 45
Laws,
General
51.
passed
Act Tо ex-
February
<jf
from taxation
branch
the New York Methodist
empt
copal
Epis-
Church Book Concern 'in Cincinnati and for
other pur-
1834,
17th,
32
poses,”
Laws,
Local
passed February
Act
“ To
The Milan and Richland Plank
incorporate
Road Compa-
31st, 1845, section
43-
ny,” passed
9th,
Laws,
Local
January
Ohio,
51. See, also, The Constitution of
17th,
June
adopted
1851, article 'first and section second;
twelfth
article
and sec-
tions second and third; article thirteenth and section fourth.
29th,
Constitution- of
1802,
November
adopted
article
and sections first,
nineteenth,
eighth
eighteenth,
twenty-fourth,
As
the effect
twenty-seventh,
of these
twenty-eighth.
14-th,
provisions
the act March
construing botl)
the act of
24th,
Loxdale,
v.
184$,
Burrow,
see
1
Rex
447.
part
February
5. It does
follow,
was made
because
provision
of an act to
the State Bank of Ohio and other
incorporate
that the
to create a
companies,
permanent
design
.taxation,
'measure or
The Preble
system
County Bank v.
Russell, 21
313;
Ohio
The Bank of Columbia v.
Reports,
Okely,
DE.CEMBEE v. Dobolt. Life Insurance has no this court control. over which For States, United in this tribunal country, be maintained never it can exercise of the of sove- in the State, powers of a the people narrower limits those fixed within be restrained can reignty, States, the United upon ground Constitution to themselves. ruinous injurious contracts make may they is are the best for their what judges that thеy The principle institutions. of our is the foundation interest, political own that the the same clear, principle, people It equally form of confer they adopt, of a State on their government may, all servants and powers represejatatives public themselves possess; may sovereignty rights restrict best be deemed such limits as them within on them the the interest. confer safest for public They may ánd to banks or other exempt to charter companies, power property for a limited the State vested in them taxation by charters, of their continuance accept'a speci- time during burdens. This than its fair share of the amount less public fied Banks exercised. and injudiciously power may and other indiscreetly contract, from their exempted, companies may under the belief that the taxes, corporation share equal benefit. prove will it is a public Experience may prove Yet, if the contract was within the scope injury. public it is conferred constitution authority made other contract like by competent.authority, binding Nor can the or their people parties. representatives, afterwards, When of theirs impair obligation. by any the Constitution of the United States acts made, and makes declares that it shall not be it, and impaired, That of this it into execution. it the court carry duty duty must performed. v. The in the case of doctrine was Billings recognized - the Charles River Bank, and case of Providence again - court, in the both of these cases the -In Company. Bridge terms, of a State legislature clearest recognized' and the cases decided contract; were against bind *12 rule of construction because, the the according corporations, not been cases, claimed had in such the exemption privilege not ques- the to make the contract was But power granted. (cid:127) this court I am not of decision ii tioned. And aware in either maintained into question calling principles since, have the of these two in cases. On they leading contrary, Howard, 133, 3 Court, case of Gordon Tax the v. Appeal been reaffirmed. directly with the in that case the same question precisely relinquished that State hád one; is to the —whether present say Life Insurance Company v. Debolt. to a certain in its extent, its taxation charter a bank ? had, it reversed The court held that the judgment the the court, decided to which had And this contrary. opinion been unanimous —for no have dissent is entered. appears case of the Richmond Railroad Again, v. The Louisa Howard, the, Company, question Railroad 71— was, not, its whether the State had charter to the former, a contracted not to road like the latter, authorize which would tend to diminish the number passengers travelling upon former between Richmond The case Washington. there- fore in that of was the same with the Charles principle River v. The Warren and was decided on the Bridge Bridge; same contract, that is—that ground: to the rule of according construction laid the Charles down in River case, did Bridge not extend as to such road authorized the charter to the Louisa Railroad But the Company. opinion major- of the court is ity the founded that expressly upon assumption bind the State such a legislature contract; and might the three dissented were who judges not that opinion only it, bind but that it had it; bound and that legislature might the charter to the Louisa Railroad violated the con- tract and its a rale impaired obligation. They adopted construction more favorable to than the corporation one sanctioned in the Charles River The Warren Bridge Bridge. It seemed this occasion remarle more proper (to particularly case, this upon case Gordon v. The Tax Appeal Court, because last mentioned case was restriction upon the State; and the other a taxing restriction power upon — to authorize useful internal improvements two together principles illustrating confirming the Providence Bank the Charles River Billings, Bridge case, were decided. There are other cases but it is subject, same to extend this necessary It is opinion by referring them. sufficient to all be found to will maintain the say, they same above mentioned, cases and that there principles
is no one case in this court has sanctioned contrary doctrine. I have dwelt this more at because, while I point length, concur in Court of judgment Supreme affirming I desire which I grounds upon give not be I decid- opinion edly, misunderstood; should for dissent most as will doctrines appear by opinion, many contained in of some of concur brethren, who my opinions with me I affirming judgment. speak opinions have in the case of well Piqua Bank, expressed in this. *13 1853.
Ohio Insurance Life Debolt. of confided to the powers legislative sovereignty body them, a are a trust of State cuted to the best of committed tu be exe- undoubtedly for the their and no judgment public good; its their can, act, one own disarm successors of by legislature of the of confided powers any ple rights sovereignty peo- unless authorized to do so legislative body, they under are elected. cannot, constitution by therefore, They contract, future deprive legislature power of vice the is conferred in deem for the tax it ser- imposing necessary public any exercising any n —or of other act of confided to sovereignty make such unless the a contract legislative power body, them the constitution State. And upon on this must subject, question every controversy depend State, on the constitution of the the extent power conferred on the thereby legislative body. me to before the more brings question immediately court: Did the authorize its constitution Ohio legislature, by contract, to this share of the equal- exempt its charter ? burdens the continuance of The Su- ppblic during us, Court in the case before has decided that preme did not. But was while constitution this charter granted of 1802 was in conflict with and it is evident that decision is force; of. that constitution dur- uniform construction the whole from the acts of its existence. It appears,, ing period exercised while was legislature, repeatedly ip force, constitution and acquiesced people sanctioned' of the State. I was distinctly directly case of the State v'.- Court of the State Supreme Cincinnati, Commercial 7 Ohio Bank Rep. for half a cen- And when the constitution nearly has uniform and construction unquestioned received one tury, executive,’ all the legislative, by and departments government, must, one.; true as the It I think it judicial, regarded decision true that this court follows always and laws. courts in the of their constitution construction own this court must deter- conflict, But are in where those decisions a construction acted mine And between them. certainly department undisputed every nearly fifty years by supported decision, government, by judicial ought a fixed and defi- the instrument sufficient regarded give made were nite authorities Contracts meaning. á under it. as to the validity And question contract, court, justice, soundest principles from the bound to it" received the construction adopt at authorities the time the contract was made. contracts It sustained court ground, v. faith in the State of made good an exist- Mississippi, *14 its constitution, construction of and ing although subsequent construction the courts State, of the contrary have would given by made such contracts void. The arose in illegal point and case of Runnels, the Rowan and others How. 134. And said, court then that 'it would feel itself bound to always the decisions of courts, and, the State from time to time respect made, as were would them as conclusive in all they regard .cases the construction of their own constitution ; and laws but it them a effect, retroactive and ought give allow them to render invalid contracts entered into with citizens of States, other at the time court which in the court- of this were lawful judgment were made. It of true, is they language confined to is contracts States, with citizens of other be? cause it was a case of that then which was before description it. But the which come force to all principle applies equal contracts its within jurisdiction. Indeed, the this court to duty imposed .enforcecontracts made, would be vain if honestly legally we nugatory, were the follow those bound decisions judicial changes time, of officers, lapse will judicial often change to a writ error State court produce. would no pro- tection which the State court had a contract, if we were bound to follow judgment writ error given, for revision' here. And the arid is, sound true rule brings up that if the contract when made valid laws State, then all the of its expounded by departments govern- ment, and administered its courts of its justice, validity cannot act of the obligation impaired by subsequent any State, оf the or decision of its courts, legislature altering construction of the law. It remains to inquire wliether the act of 1851 impaired contract or contracts' with the obligation existing plain-
tiff in error. Before, however, I more of the acts of the speak particularly of Ohio, contracts, which the Legislature it company rely .as is to state the which acts of that proper principles upon descrip- are tion this court. expounded always It contended, has been on behalf error, defendant in treasurer construction to these (the State,) given acts of the State courts be State, assembly by ought regarded conclusive. It said that is of the and that laws this court follows the construction always given by courts to their constitution and own laws. ' But this rule is confined to act's of interpretation ordinary does not extend contracts legislation, v. Deholt. Life Insurance be for his court to in’ the form' should made law. For it although they exercise any appellate would impossible kind, of this unless it was in a case at liberty interpret on as the instrument relied contract' itself the between the for decide It must whether the words used are necessarily parties. their true contract, and what is before it can words meaning, the instrument created has determine whether obligation the law riot been of. And form complained has impaired by can make no subject, difference ing whether judgment to be a instrument claimed in the form or of a law a covenant or passed by legislature, agree of its ment one acting agents authority State'.' that, if It true there was about the very controversy of the act of this court construction would meaning if construction court. And given by adopt construction did not in- contract as impair obligation court, be nо there would ground terpreted by with would interfering *15 contract, here, the For then the as judgment. expounded be the law. But if bound we were impaired by . law, to the but also to follow not only interpretation given a contract, claimed to be and to instrument alleged the. left violated, cision be for and de- would nothing judgment .there of court. be which a There would open here of or could for consideration and writ error appeal bring this court under this and duty imposed upon judgment; abandoned.' would, effect, Constitution be clause therefore, to whether there is I examine any proceed, error, on relied in the acts of legislature by plaintiff stock which power levying deprives of the taxes deemed and share equal company for the necessary support government. of Ohio on The was chartered by Legislature company the 12th of 1834. February, and the character for it was incorporated, purposes defined in the transact, to of the business it was authorized ’ — 1. To 2d section. It confers company insurance, annuities. on lives. To and make 2. grant purchase or interest use of 3. To make other contracts involving any in trust, To receive and the duration of life. 4. money money as be of interest and to accumulate same at such rate may , as or such interest thereon on, may obtained allow or to agreed trusts all such be To execute every on. accep’t agreed 5.. or per- be to any person committed description them may by order to any sons or them whatsoever, transferred may under la^ds hold court receive and record 6. To whatever. 37. VOL. xvi. v. Lcbolt. covenants, or far with special neces- may grants so. business, the transaction of their where same sary of their debts, be takеn payment purchased upon may State, law the so far as the same sales made any may to of said and the protect necessary rights company, sell, of. 7. To same drafts sell convey, dispose again buy and bills exchange. (cid:127) addition these was authorized the 23d In powers, the charter to -issue bills or notes until the section of year — to certain restrictions limitations therein speci- fied. n 25th section that no' taxes shall 'be And the provides higher stock or dividends of levied on the capital company, be levied on the stock dividends of incor- are or porated banking capital in the State. institutions of the charter reserved the last section to the State right amend, or alter it after the year repeal, material be- are the question These only provisions us, fore the. this charter was act March granted time 4-t cent, a tax of 1831, dividends declared force, five on the wáá imposed banks, insurance, or com- any bridge panies. March, 1836, the 14th of after this Subsequently, another law was the circu- passed prohibit was incorporated, this law a tax of bills; of small twenty lation dividends, with That should proviso, imposed next to the 4th consent of. July following, bank,.prior an under its stockholders, instrument writing corpo- of its auditor of the surrender seal, addressed rate to issue or circulate notes or its charter bills conferred by of a n less dollars, after the 4th of than three denomination July, of a less denomination than or bills five *16 on such banks for the draw amount be authorized only cent, its declared after the dividends surrender. upon per usual in error had the of issu- banking power As the plaintiff 1843, for until bills circulation considered notes and justly ing itself within law, of this filed surrender and provisions since, 1851, until has the tax of five ever paid per
(cid:127)required; more, the dividends it declared. The act of cent., and no upon to the and permissioA again given was repealed 1836 notes, and but it does not bills; issue small appear banks to and Trust ever availed itself the Life Insurance pf another law was Afterwards, passed the privilege. of and such com- Bank banking State incorporating TEEM,
DECEMBEE v. Debolt. Life Insurance themselves under afterwards organize ac? might panies 60th of that act. 'And the section of provisions cording that each under banking company organized this law provided cent, six its on per act should semiannually,- profits, that which pay, be of all taxes to which such in lieu companies,' should stocks thereof, on account of therein, owned or the stockholders otherwise subject. .would defends these acts of error assembly plaintiff Upon of. the act the tax two itself by 1851,.upon against imposed ;(cid:127) grounds (cid:127) act of relinquish- 1. That agreed cent, tax than five the divi- to impose higher upon right- the continuance of dends declared by corporation, during of its to issue small bills or charter, its surrender upon right notes. it, 2. That if this is decided as the proposition against yfet, act of 1845 established a which general banking system, by it, to receive each bank six organized agreed its in lieu of all taxes to which it would profits, could not- otherwise subject, impose higher (cid:127) under the contract contained in -the 25th section of its charter hereinbefore mentioned. construction, kind, The rule in cases of this has been well settled this court. The privileges exemptions grant a, construed corporation against corporation, strictly and in favor of the but is what public. Nothing passes' granted in clear of taxation terms.' neither the And explicit nor have other which the community sovereignty an be held the court undiminished, interеst will in preserving, surrendered, is manifested unless the intention to surrender too is rule laid down words mistaken. This píain Bank, in the case of v. and reaffirmed Billings Providence in the case of the Charles- River Bridge Company. on the Nor the rule rest authority adjudged does merely for cases. It is founded necessary principles justice, Union. For it the is matter State'in the every safety well-being refuse to cannot' this court public history, notice, bill that almost every incorporation insurance trust railroad companies,, .and companies, or companies, are are who other is drawn corporations, originally by parties charter; interested in personally obtaining session, ofien in the last passed legislature days when, institutions, business from the natúre our political manner, in a hurried arid it impos- transacted unavoidably sible that in member can examine provison every deliberately every he is act. bill called every *17 436
Ohio Life Insurance and Trust v. Debolt. hand, the other On those who the charter have abun- accept dant time to consider examine and before provisions, they invest their mean And if to claim under it money, they or from peculiar the burden of privileges, any exemption taxa- tion, it to is their see that or right in- duty exemption they to tend claim in clear and granted unambiguous language. which this court authority is bound under the Constitution United States to exercise, kind, in of this cases is one of its most delicate and duties. And if individuals important choose to charter in which the words used accept suscept- — ible the different or have been considered meanings might State as representatives words of and only, legislation to future revision and not as words of contract repeal, — the it who have no to call parties accept this just right upon tо court exercise its over State doubtful or high upon ambiguous words, nor 'upon construc- any supposed equitable tion, inferences from other in- made the act of in- provisions If there are considerations in their corporation. equitable favor, and not application should made State to this court. If to come here an claim from they then- exemption share equal burdens, public any peculiar exemption — must show their to it privilege, title and that title must shown by plain unequivocal language. this rule of to Applying construction the laws hereinbefore to, referred it is evident that first of defence cannot ground be maintained. When 1836 the State had an undoubt passed ed cent, if it deemed the tax right, proper, impose twenty per mentioned, therein incorporated companies include the and Trust Insurance them. Company among is not (cid:127)Indeed respect disputed, on error behalf argument plaintiff point admits it. And we see necessarily proviso can that was intended to that the construed as a .of fairly part it would not which that afterwards law change policy into not thereafter nor like a carry operation; thing pledge State would tax of more impose such banks as five dividends of complied condition. The is not a the to the law addressed specified proposition banks, but an act of addressed to ordinary legislation officer, its own his collect prescribing duty levying taxes It was the mentions. ing corporations policy time, infuse more at silver in the gold an end to the circulation of small put circulating currency, and intended notes. act of manifestly accomplish ÍS86 so to make regulated the tax object accordingly And 85 3. Ohio Life v. it the interest of the banks to abstain from them. But issuing *18 of thе Bank of the United insolvency States, and of many banks, and the of general stoppage specie payments, soon afterwards, made it happened to impossible out carry the which the State deemed best for the policy interests. public to The 1838, issue small notes was therefore prohibition in repealed them privilege issuing again .the restored to the Now, banks. to without the established rule of con resorting struction, these which the stated, above no fair the interpretation words of can them laws make other than acts of ordinary legislation, State or might to the modify change neces according the service. sities of It would public be the words straining their just import to construe beyond taxes the meaning reduced levied, the while banks were from prohibited small issuing a notes, as contract not to perpetual more, levy the although for which the reduction was privilege compensation, intended, as an equitable should be restored. If it could be as a regarded it contract, meant more evidently than that nothing the should not be raised while the banks were from prohibited small notes. issuing shows, the But these laws subject-matter no. could been intended. contract of have this Every kind presup- that some consideration is or poses given, supposed given, the the is to corporation receive from it community —that benefit, it some which could not obtain without the aid of public the But in this instance the consent or company. cooperation was not to enable the company State to necessary out carry the act indicated of 1836. it had policy indeed at that n time to issue notes and bills for circulation. But power of this right corporation, grant terms, a surrender of the State to right law, prescribe by ' for the lowest denomination which notes or bills should be al- to. No such surrender is lowed circulate. expressed, and none be such therefore it presumed. can For implied not only the far as but to secure citizens, State to its duty right, a safe and able, it is sound and to currency, prevent notes become circulation are a small when they depreciated, have evil. And an interest public community deep undiminished, as have preserving taxing it And like the will not construed to power. taxing power to so be The the intention do relinquished, unless clearly expressed. and bills, *19 reversed, stated must be of and intendment made in favor every of the the exclusive privileges corporation, against intendment, ; too, and that must be community pushed beyoncl construction of the or used, the fair and the sub- just language ject-matter object agreement. therefore, view of the In the defence every subject, taken of 1836 cannot be maintained. the act under is in error The second un- plaintiff equally proposition tenable. with this in relation to The contract taxation is company the 25th section the charter hereinbefore contained in set is, that the tax this obvious forth. Its meaning company taxes which the or the should wants .regulated by policy of,the State induce it to its laws impose might general 'institutions. And in of Ohio, legislation banking ” ” “ or banks words confined to institutions to be banking appear always were authorized issue which bills corporations -This or notes for circulation as therefore, currency. company, was to be taxes then levied, the afterwards or its subject which policy induce it to necessities might levy, banking- is institutions. tax regulated by any special make, made, contract that the State had afterwards might, with a bank or banks. Nor tlzere оzz particular any pledge of the State it will not afterwards enter izito part contracts, reserve in-them lower rate interest higher than’that laws. There is zzo prescribed by gezzeral provision izi to such in its taxes relation contracts coiztaincd 'Its chartez. are to be raised or from time to lessened as legislature time in banks where no in prescribe cases of special 1 85 Life Insurance This, forbid it. in terrenes tation of true my opinion, interpre used. words time At the the charter was the act of granted, 12, March cent, 1831, force, was in which a tax of five imposed on the per banks, dividends of insurance, Of bridge companies. course, the in error tax, were to that plaintiffs subject and no more, while the law 1831 continued in and it ; force was not affected contracts which the State had any special pre- made. it And would have been liable viously twenty not cent, per if had imposed by general condition complied But proviso; having it remained, like other institutions complied, had no contract, special tax of five cent. per Then came the act of incorporated Bank, and authorized individuals to form banking companies in the manner and the terms therein The 60th specified. section that the provided under banking companies organized it should each six taxes on its pay, semiannually, profits, which sum should be in lieu of all to which the company or stockholders would otherwise It will be observed subject. that this does not extend to to provision all banks but is, terms, confined those which should be that express under that act of is to organized to such assembly; say, banks that only should the manner authorized organized law, restrictions; become liable to all the provisions, and duties in it. prescribed The court has at decided tеrm already present has, section, relinquished impose tax than the one mentioned, therein bank or- higher upon any under that law. But that decision docs not affect ganized ease. For this was-not act of organized 1845, and is not therefore re- embraced the 60th section. It mained under subject more. law, and was still regulation to a tax of dividends, five ceut. on its *20 cent, It was not liable to the increased tax six per levied upon these banks. For that tax the profits was result of and not of the of former special agreement, repeal laws. And so it to been have and con- appears understood strued the interested. The by error con- parties plaintiff tinued to five pay dividends; while the banks under six 1845, the act of the tax of organized increased paid cent, on was duration of its Neither the their profits. charter shortened. It to until while 1870, still was continue the 1866. Nor was it existence of banks to terminate in corporate these was restrictions, limitations, or du- to the. subject ties them, when differed of its from those imposed upon they own charter. Company and Trust v. Lebolt. Life Insurance the there is no reason case, the tax to be being, why in error should not plaintiff regulated by paid general rule the act It was prescribed by regulated 1836, act of this law until was Its tax general passed. then, levied on lower than that or- the. banking companies And, act under the of 1845. as the contract on special ganized were did to which these banks ration before the-act of chartered not this apply corpo- do not see what we ground’ it.can be afterwards. As the tax levied on Ye applied Insurance and Trust was regulated by general Company it to 'it before, rule would seem follow that should continue to n beso law to alter .its there regulated, make charter. The amount can original increased; (cid:127) no difference. of 1851 was said, however, It that when the act passed, those there into existence no solvent bank in the State except brought those esta- ; 1845 that previously no failed, blished had there was all banking consequently There could which the increased tax operate. institution upon But difference, fact, this between counsel. I is some to do the' deem material institute inquiry upon particular the act of 1851 general, subject. provisions existence, all if banks then in any, expressly apply from established, unless were exempted have since been it is the State. And .its contract with operation by is bound its charter rule or general policy to abide. and seems to Besides, been stated in it'has argument, insti- admitted, there was no been that in 1845 banking have had all, was levied. They a tax tution in dividends, and conse- said, and made no it is payment stopped And this fact was strongly urged no tax was paid. quently the case of the Ohio' Bank of against Branch of Piqua the construction Treasurer, Jacob in order support Knoop, court. Yet been sanctioned by the contract which has existence then in that there was no bank paying fact tax, from the the Life Insurance did not withdraAV it to in- law, nor operation general of the act of 1845. taxation creased under said, it is banks were organized Again forty fifty act formed act of that that then- of taxation State; prescribed rule system under to this therefore, corporation, ought, applied the charter said, But, terms the as . have of its charter. I already does not prohibit Life Insurance and as to limitation charters, State special granting *21 Life Ohio Insurance Trust v. it taxation, which deem advisable and for the intе- may public And if it one, it grant
rest. as it may- may grant many interest the same or public requires, suppose different conditions from each The State other. has not con- that this tracted shall have the benefit of all or or such shall the lowest tax levied on a agreements, pay only nr the tax levied on the bank, It number them. has greater that it shall have the benefit of its agreed and general regulations laws but not of its contracts. And respect, special when owners of vested in the stocks a property, corpora- tion, come here to a claim franchise, which exempts privilege them from their share of the equal burdens borne public of the rest entitled to receive what is ex- community, they to them, more. pressly plainly granted whole, I am of that the act 1851 does Upon opinion .any impair contract with the obligation plaintiff error, and the of the Court of Ohio judgment Supreme. ought therefore to be affirmed. Mr. Justice CATRON. I stated views as to the character my of the sixtieth effect
section of the act in the case of The Bank Piqua that, there came I to the Knoop; conclusion no restraint was intended to be a imposed future differ- impose legislature on. ent and additional taxes on- the banks to which the act applies; if that was deemed for the welfare. necessary public conclusion, 2d. also, was in the if My case, above that for want of restraint had been it was attempted, inoperative in a to vest contract, authority legislature corporation by to be held as a franchise and as corporate property, so that it could not resumed political legislation, and exercised each future That a different doc- legislature. trine would constitutions corporations tend sap destroy eventually might kind, governments; every grant or individuals would so much expunge legislative power State constitution as sanie, embraced; if of' objects process applied taxation, first one and then another until might exempted, all were covered, and same when immunity, must cease to government exist for want of revenue. !3d. That the constitution of forbid such tying up hands of future authority, legislatures acting so we courts, construed decisions being her own whose were bound court follow. Nor has law decision in Ohio construed its late of 1S02 in regard, constitution decisions, until the made on laws here in lately contro- (cid:127) settled its true versy, -meaning. Dcbolt. *22 in this case as did in will equally apply they These principles even that the v. Bank Knoop; of The Piqua admitting
that fact, in act of is effect and of the 184-5 section sixtieth banks of Ohio, and embraces applicable existing provision the and Trust that I Insurance Company. here is should to not say, object is my express It proper further ease than to in this guard an myself against opinion the doctrine that in to committed any degree sovereign being aof that is the subject-matter private power political by altered that subsequent cannot such act impaired legislature; .be is to State subsequent laws superior incorporation and that corporators injuriously; affecting holds corporation under franchises the Constitution of United granted and States, in and holds maintains the effect, portion sovereign force of the vested thus court: authority above the local and State authorities, off.from standing and political defiance, as and them at bas most been setting judicial, instance, cot done in one to our sideration from signally brought case at this in the term, of Deshler Thеre the Dodge. thousand, tax collector distrained dollars’ worih of nearly forty of these banks from four On the property claiming exemption. an made same four banks of the day assignment Deshler, collector’s hands to .citizen New property a writ of York. He out sued Circuit Court of replevin in the United States, founded these The marshal assignments. of that its- court, retook from the tax- process, collector's delivered hands, and it to the non-resident assignee, owner, as the and true who now holds it. legal No ouer to secure or further our step required protection to claims to up from State laws. corporations setting exemption I have convinced that the become entirely State protection be and found in a legislation independence, supposed liberal construction laws favor of the of State mo- public against in the Charles case, asserted River nopolies, Bridge illusory almost beneficial useless, as nearly privilege, property, or individuals in virtue exemption,'claimed by corporations laws, contract, be construed into a itself may presenting as another it to one mind, whereas unambiguous manifestly plain obscure, a contract. seem amounting No better found than is here furnished. can example When I into consideration this in connection fact,'and, take it, increase of unparalleled corporations throughout-the charters, few Union the ease with within the last years; obtained; exclusive privileges exemptions containing benefits, the vast and exclusive pre- amount of property, power, held that are in and classes vested judicial other of society' M3 Ohio Life v. Dobolt. bodies numerous of associated wealth, these I cannot but called on tо importance feel sanction being grave hold .their conclusion franchise rights and property States, the Constitution United practically court, and stand above the under this creat- government them. ing is, of the State- court opinion should My. judgment affirmed for reasons here and stated me at suggested, the case Bank Piqua large Knoop. Mr. Justice DANIEL. In the court, conclusion adopted by opinion Court of Ohio should judgment affirmed, Supreme concur, I but from the which the entirely court has reasoning by reached its I conclusion am constrained dissent. I never can that,
believe in doctrine, to mind suicidal my confers upon *23 one the creatures and limited of legislature, the agents sovereign the of and people, .power, by the breach duty by transcending commission with which clothed, are to bind forever and they creator, then and irrevocably whose benefit whose'author- alone to act, to ity however consequences delegated mischievous or destructive. The of the court in this argument - case of leading,-in abuses my apprehension, justification like those to, referred just I must that whilst repudiate argument, I concur in the conclusion decision of the Supreme of Court of affirmed, State Ohio both should for the rea- sons in of court, their and support judgment by assigned for the furtherH-easonthat this court cannot take rightfully cog- nizance of the to this parties controversy. ' Mr. Justice CAMPBELL. is, that the My opinion act of the of Ohio, general assembly entitled “An act banks, to tax other, and bank stocks, and same as other now taxable of this laws of March, 1851,” does not of impair any obligation contained in the act of other act of the of or in incorporation any plaintiff, of State with which the general assembly is concerned. .plaintiff I concur in the of the chief the in- opiniоn justice concerning terpretation case, statutes of Ohio involved and this the doctrines of statutes to these and interpretation applicable of a similar tl in the description, conclusions to which conduct. In of decision to this the cases been which have brought court, from the Court of I not found it Supreme have to declare an necessary opinion general powers n v. Debolt. Insurance Life Ohio an act or to like incorporation modify repeal assembly institutionsnor limitations these banking one held by of taxa- administering assembly upon tion — of Ohio, less to much powers people consider acts of their or government, all proceedings to reform can be controlled in of the people those their whether powers or court. authority lodged exercise jurisdiction involve us interests of such a The questions pressing so. that -I feel con- important, and consequences magnitude, strained to to at which I find at limit" unable myself precise stop or before me —that at decide the case law equity being constitutional power duty. limit my do not I concur merely I file opinion say, delivered on the wherein has been points opinion considered. are directly of these questions indirectly McLEAN. Mr. Justice 25th section the charter of the The language “is, No taxes shall higher Company, dividends of the levied on the stock or be are capital ’ be levied on the stock dividends of incor- capital may in this State.” institutions porated the 12th It February,-1834. passed charter amount stock was sub- large "accepted by company, and the bank was and went scribed and into organized paid, operation. To to'the 1. make 2d insur- section-gave power company, 2. To annuities. 3. purchase ances on lives. To grant the interest or other contracts use make any involving money, in trust, the duration life. 4. To receive money the same at a rate interest accumulate ob- may on, or to allow such interest tained or thereon agreed *24 5. and execute all on. To such trusts be agreed acoept be to committed them by description, may any person every be transferred to whatsoever, them or of order may persons 6. To court record receive and whatever. hold lands any covenants, with under so far grants, the special same where be for the transaction of business, their or or may necessary the- be debts, same taken their payment may this State, sales made under law of so far purchased upon as the same ‘be to the of the said may necessary protect rights sell, of and the same to of. company, again convey, dispose, 7. To and sell drafts and bills buy exchange. The stock of the was fixed at two mil- capital corporation invested, lions of the dollars, required whole which interest, in bonds or notes not seven drawing per exceeding v. Company cent, annum, secured unencumbered real estate within per pf Ohio, of at least double the value in each case, of sum so secured. it is that, 23d section declared shall have By bills or to issue notes to an until amount year power funds, twice amount deposited exceeding said time not less one other than company, year, not, time, at but shall have in circulation an capital; amount than one capital paid-in half greater actually invested or notes secured an in bonds- unencumbered real estate, act, to 7th section nor a greater agreeably amount than amount of &e. twice deposits, under the claim to a section which limited taxation is maintained, made certain reference to taxes levied' only on the or dividends other stock capital incorporated banking more institutions. to arrive at this result, And satisfactorily see what construction has been to the proper given to section the officers whose it was assess the duty tax and collect it. March, act of the 12th of a tax' on banks imposed cent, of five of their amount dividends. This tax per until the act of 14th of paid by March, 1836, called act to circulation small prohibit bills. Under this act'the auditor was authorized draw in cent, favor of the on Treasurer of State for the divi- twenty per the-banks, dends of if should the form provided, agree their required relinquish under charters issue five' right dollar three bills, dollars, the auditor should draw foi only cent. five The Trust acceded to the and filed the proposal, to issue the small bills necessary papers relinquishing as this made required. But no difference in the amount of the bank. paid by cent, The tax continued the same rate on the rate divi- dends banks until act of 1845 was passed, containing “ Each following compact: banking company, organized this act, or thereof, and accepting its provisions, complying'with n shall on the in the semiannually, days designated fifty-ninth section, set off State six deduct- per ascertained profits, therefrom the ing of the com- expenses losses for the six months next pany amount, which sum preceding; so set off, shall in lieu of taxes all company, or the therein, stockholders thereof, on account of stock owned would otherwise &c. subject,” , As the of the- State to taxation, exempt property binds, under a it, has been somewhat compact discussed
von. xvi.
UG Debol't. Company case of the Branch Bank v. in the at Piqua at this Knoop, large be on farther need now said term,- there subjects whether there is a examined; but the contract which point, Trust Bank from taxation, should exempt Company general two under be considered. There are grounds must bank claims an exemption. charter. 1. its original Under Under the small act of 1836. The I 2. note second shall not consider. “ in the charter no section guarantees twenty-fifth be the Trust taxes shall than on higher capital Company levied.on dividends of institutions in the incorporated as to the Now, State.” to make amount provision specific of the tax, of the institutions State to which the other banking refers, be ascertained. section must arise, the institutions referred to doubt whether Some may at the time the charter was were such as were existing granted, As the words in the section, or to banks taxed. subsequently bank, are, levied,” than are or be relation to taxation of taxation, it would seem to embrace the future law as well at the date of the charter. this as the one force Taking cent, true the tax of five 'on the dividends construction, per under the of 1831 and 1836. assessed act properly charter of this went into At the tiriie the operation, cent, taxed four their dividends; of the banks were on some cent, number taxed five on their but' as the were greater five. dividends, the of State'drew for This seemed to Auditor of the section, a construction as it twenty-fifth reasonable _ taxation, and not one. to a rule of refers particular that on the tax shall not be banks incorporated higher State. the Trust After chargeable cent, dividends, and ascer- expenses on deducting six per on the losses, large tained banks very proportion ground and that seem to taxed; so would of the Statе were charter. With- the Trust come within t’heintention out section, twenty-fifth violence doing language rate of taxation nor the to embrace the it cannot said highest number of include greater which would lowest; banks, rate And that was construction just. would seem of 1851. the tax the auditor before law given by ' much' March, imposed higher The act of the 12th of banks, all the it on banks, tax on assessing the dividends. embraced instead of the six per as all others. 1845, well the act of banks chartered constitutional, would, been held to if this And law had Company. Undoubtedly, apply *26 Company Life Insurance and Trust Ohio March, On 21st same the above tax day law an to authorize free enacted, was which continued act was passed, banking force until it was in repealed by adoption ascertained, Under this law it is constitution. from the auditor, banks, of the that thirteen number, about that report were There were about banks under organized. fifty organized the act of 1845. Four of the old banks included were not in Now, all banks under the act organization. organized of 1845, case, have held in the we Branch Bank were Piqua not to a tax than six on their dividends. higher At the the tax time law of 1851 was made on the to operate Trust there does not to a have been bank Company, appear in the State on which were, such tax eould assessed. There is believed State, the Auditor of thir- report teen banks the Bank of 1851, Act on organized passed the same as the Tax but not Act; one those banks day was until some time after the tax took on operation effect Trust This Bank Act was Company. repealed the new con- stitution so toas arrest the-further of banks under organization it. Now, from arises, these facts the question whether the section twenty-fifth shall be held to apply fifty banks under the aсt of operation 1845, or to thirteen banks which n were afterwards under the act of It true that organized the act of 1851, tax, was intended affect all the imposing banks, and the Trust but that act especially being Company, held to be unconstitutional, be considered cannot as governing section of the twenty-fifti Trust charter. The Company section, provision that no duties be levied shall higher on the stock or capital dividends be levied on the stock or dividends of capital incorporated State,” institutions in the must refer to a taxa- legal at interpretation n , tion; and if this be the correct then, ihe time this tax law was there a was not bank in the State on passed, which the tax could take effect. The section refer- twenty-fifth red to incorporated institutions and not incor- contemplated section, porated Such construction must to the given banks. if it have effect. reference, the taxation any embracing under the to the Trust charter the gives Company same effect as if the sixtieth of the section act of 1845 had been embodied in it. reference it constitutes part By charter, and it short would seem me Company of ihis the effect it intended gives section twenty-fifth to have. That section has been relied the bank as a pledge the amount within itself as to compact, complete tax ; but reference to banks, embracing existing incorporated Company v. Debolt. the tax them as the tax intended to imposed applied to the Trust Company. certain, In view this section is made and contains all the t.his of a contract. The same requisites would make certainty good for land. is sufficient. And this The restriction of the grant Legislature Maryland, regard taxing made out banks construction as clearly and as if it had been in words. satisfactorily expressed Legislature Would one that the contend of Ohio could charter, tax the Trust under its without reference to' banks? This was done the tax existing incorporated law of 1851. But the that law legislature may supposed have banks would all in the State. As that law cannot operate upon so this tax on the Trust then should be con- operate, *27 sidered as the Trust without reference to taxing Company banks, but to those which not be or- existing might might under the of 1851. This, me, act it seems to is in ganized violation of all rules of sound section. construing twenty-fifth The Court of the State considered this charter of Supreme the -Trust as on the same as the other Company resting footing banks. In the discussion of the the sixtieth section of subject the act of 1845 was examined. considered that They rightly section as reference, to that and, in this applying, company; I them. I think the Trust
(cid:127)respect, entirely agree Company stands basis, same and should have the same upon judg- ment it, as to the banks under the applied applied of 1845. In the Trust the counsel argument against Company Bank, it was insisted that the rule is to determine the taxation, 1851, is lound in the under amount banking companies act of 1845. the act of and not under the And this is fact the act of 1851 was a founded on the chiefly, th^t all the banks of Ohio. This law, and a tax ar- imposed if the unanswerable, would be banks were existing gument our, But, decision, of 1851. that to the tax law this ;(cid:127) no on the banks and fact was law has existing operation The decision in the considered the counsel. not Piqua from the counsel. For case has taken this Bank ground of their contend that not, did argument, any part banks,” Trust as could incorporated apply seem to such banks This would when no were incorporated. but section, the 25th violation, of the words of only of that seсtion. clear import tfie counsel relied court of the State nor the Neither the supreme court of the State such an argument. 60th section case, discussed the. counsel in the Trust' Company reference, act of as of its constituting part true case. And this question charter. bills of circulation, which terminated issuing privilege 1843, can have no effect taxation. question That exercised, charter, under its still banking powers did a much business than bank bank larger deposit, n 1843, as before that its dividends the State. After period, a bank, as the other banks. It was in fact and dis- taxed were counted, and was the bank in the State. These facts principal taxes to the auditor, from the which constitute a paid appear of the record. part it is assumed bank is taxed at the In the argument at individuals are From the facts be- rate only taxed.. there is a mistake in statement. us, fore I think of this bank is stated in the charter tó be two The capital of dollars. From the record it millions appears eight per dividend would is the declared. . This one average give thousand dollars, dividend, annum. hundred sixty of the auditor of Ohio I observe the taxes From the report the Trust including penalties against Company, charged for that amounts the sum $108,477.85. incurred year, from the sum, deducted dividends for will leave This year, the sum be distributed the stock- $51,523 among <pnly ' and a holders. This would them little more than two give capital. cent, on their half Eut if the bank had paid have amounted to tax, without would incurring any penalty, a sum not much below thousand dollars. This would seventy result take one half of the nearly profits year. in the must convince one that there must be some error ary this bank is taxed statement, no more taxed in the hands of individuals. No free would pay people concern, of a But I’ one half the in taxes. profit large nearly *28 be accounted for. think result may cent., of this bank is loaned at dis- The seven capital are received tributed the counties of thé State. Funds among annum, or a on for which four per higher deposits confi-, rate of interest is The bank having general paid. *29 1843. Piquignot et al. al.
Gamache et. on constitution the State which had been all the practised by branches of its for acquiesced in people government, made, when I question many years, fully concur in the views the chief in' his justice, expressed opinion.
Mr. Justice NELSON concurs with Sir. CURTIS. Justice
Order. cause on came of the heard transcript Court State of Ohio, record from the District ilton for Ham- counsel; on consideration county, argued by whereof, it is here and decreed ordered, now adjudged, court, that the and decree Court of judgment Supreme Ohio, in this cause as District Court of remitted State of Ohio for Hamilton and contained in the county, cause, record filed in this and the same is transcript affirmed, with at the same rate costs, and interest hereby decrees, annum that similar bear in the courts of judgments State Ohio. Louis D. Gamache, Gamache, Samuel Leonore Primm, Guardian, Primm, Cavenden, Wilson Louis John Abby X. error, Plaintiffs True, P. Francois Piquignot, and the Inhabitants the of Carondellet Congress 748) (2 making an act at L. entitled ‘‘An act 1812, In £>tat. further passed settling land in the the claims to of Missouri.” It con- provision firmed the titles territory village villages, town out in several towns and- lots, lots, &c., amongst whore them town of had been culti- Carondelet, inhabited, to the twentieth vated, December, possessed, prior day Congress (4 65,)
In at L. to the or another Stat. above, passed act, supplementary first section of which made it the the individual owners claimants, duty lots whose were within 18 to de- confirmed the act of months proceed signate their рroving lots of land before recorder &c., cultivation, boundaries, The third titles. section it the to issue a certificate of made this' officer duty surveyor-general confirmation for each claim a list confirmed, furnish the of the lots so confirmed. This list was furnished in 1827. notes circulation and ceased the the expired terms of the said act the twelfth of in passed day February, hundred and year and that there eighteen was; thirty-four; n therefore, at the date of the said act the passed twenty-first day March, of the in hundred and year no- eighteen such fifty-one, contract, or as the' agreement, said com- pledge, understanding and that claimed; the said act the pany passed twenty-first day of in March, the year was, and hundred eighteen fifty-one, in. constitutional and and it was respect, valid; ordered sajne further certified on the motion, that the said did company likewise set of the defence to of said up by way prayer bill certain act act to the of State, of this entitled An "general-assembly of and incarporaté Bank Ohio other banking companies, of in the passed twenty-fourth day February, hundred and and year claimed eightein forty-five, thereupon that in virtue of the said act, and of the last-mentioned said act the twelfth of in passed and hundred. day eighteen February, year of this State had thirty-four, general assembly entered into a contract with the said not to impose company, of the said á or different burden of property company greater taxation than six its dividends of net profit, until after the first of in the hundred day eighteen May, year and that therefore the of the said act as- sixty-six, and. banks, entitled An sembly, stocks, act and bank and other the same as other taxable the laws now property passed March, in twenty-first day year eighteen hundrеd and contract, of a fifty-one, impaired obligation States; of the United Constitution repugnant therein.was v. Debolt. decided that said act the court but passed twenty-fourth the on the hundred and February, year eighteen day contained forty-five, no State not to part alter pledge amount, mode taxation therein but that specified, of this State over the general assembly taxing power perty pro- act, formed under that was and is the companies same individuals, was, as over the there conse- contract, no agreement, pledge, quently, as the said of not be understanding- claimed; that whether the franchises under the said act, last-mentioned companies organized could revoked, modified, said act changed, -the passed March-, hundred twenty-first day year eighteen did construction, not, upon any impair fifty-one, any right secured to such said act passed companies, by twenty- fourth hundred and February, year eighteen day forty- act five, and that the said of March, passed twenty-first day in the hundred therefore a. eighteen fifty-one, con- year law. it is stitutional valid And ordered to be certified, also, said that the question validity passed the March, hundred and twenty-first day year eighteen to the decision of this fifty-one, necessary material
Notes
notes 1836; then the auditor of the 1837; 4th of after thb dollars should of five July,
notes issue without express general power p.f State as to small is subordinate to the notes, power grant the amount for which issued. they may regulate Life and Trust Com- Moreover, the Insurance bills, of terminated pany to issue notes any description, 37* SUPEEME COUET. and Trust Company v. in its charter And. if the express provision of acceptance condition contained in the made proviso in the act that the consideration for the law сontract on the tax was State, the reduced part surrender surren- It surrender privilege. dered the after until 1843. It had privilege nothing time. And of course there was for which the ah for which give equivalent, had company even an claim to It would be equitable require compensation.. a most unreasonable an construction agreement say, that in consideration that the would abstain from em- for small note circulation seven barrassing years, community contracted not it its equal only'io exempt time share of taxation' it but also for abstained, during afterwards, years twenty-seven during period corpo- ration would conferred exercising every privilege originally no charter, equivalent giving exemption. at, .Before can be arrived such conclusion rule hereinbefore
notes dence of its are men, payable business deposits large, all assessed at their bank, &c., to the bills of exchange, on all face, also, is moneys deposit. supposed, capital, due of debts to From is on account no deduction made these in assessing or to other as the law requires, depositors persons, trust No of an individual. company, personal property do business can as this is organized organized, company such a of taxation. pressure Ohio was bank the currency when organized m Ohio Life Insurance and Trust' Company v. Debolt. and embarrassments were deranged, general throughout act followed, general bankrupt after the country. lapse some of the Trust years. Bank, agency in dis- in the tributing capital every county required charter, conduced to correct the its in the evils of a vitiated currency State; and, in that has respect, exercise continued over influence its circulation. These salutary am considerations, I aware, have do with constitutional question case, in the and I advert to them in answer only argu- ment that this bank has no as it ground is faxed complaint, on its ifas were in the hands of an property property indi- . vidual. judgment Mr. Justice WAYNE dissented from the of the court. n Mr.Justice CURTIS. I dissent judgment court majority this case. I consider the section of the twenty-fifth charter of to be a:contract the State with the company corporation, that the rate of taxation of this shall not at time the rate taxation higher actually that legitimately on institutions; this contract is imposed banking not banks, an act to tax complied by passing not, could and did not fact, to tax the point insti- operate, banking tutions of the State that ; what was for and bargained granted was not to an law,- but conformity inoperative con- general to the actual and rate of taxation of banks for as when the tax in formity legal time being; consequently, question levied, the institutions in the State were banking existing not to the law under which the Life Trust Company taxed, was posed liable and were not the rate of taxation im- pay that, of the. contract of the company, obligation State to on the no impose higher taxes than are or oh institutions, imposed has been because when this-tax it was impaired; was-imposed than was or could on the higher legitimately imposed then institutions.of the State. I do not into existing banking go an extended of this because it involves subject, examination only contract, construction of this particular though ipaportant interest. the other parties, Upon ques- tions as to the case, involved the namely, legisla- ture of Ohio rate to make a contract of taxation fixing — certain court for a term of as to the of this years, duty im- the contract whose expound obligation alleged — and the construction paired propriety accepting