31 Pa. 175 | Pa. | 1858
The opinion of the court was delivered by
This is a motion for a special injunction to restrain “ The City of Philadelphia from interfering or inter-meddling ivith the trustees of the Philadelphia Gas Works, and from any attempt to invalidate the trust or the security in the
It is a rule in the construction of contracts, that the law existing when a contract is made enters into it and necessarily forms a part of it. The remedies prescribed for enforcing performance, are regarded by the parties as constituting that “ obligation” of the contract which is within the protection of the constitution. If
By the contract with the loanholders, the city has placed the works and their income in the hands of trustees as a security for the loans. The loans subsequent to that act were contracted on the faith of that pledge. The city has no more right to disturb the security, than a mortgagor would have to demand a reconveyance without payment of the mortgage debt. To say that the city does not mean to disturb the security is nothing to the purpose. The contract designates the manner in which the trustees are to be appointed. By that system, they are placed on a permanent
The Act of 2d February 1854, gives the city no new rights whatever over these works. It merely transfers to the corporation, as enlarged, the rights which the same corporation possessed before the enlargement of its boundaries; and the rights thus transferred are subject to the “trusts, limitations, and conditions” which existed before. As owner of the works, subject to the paramount rights of the loanholders, the city may inspect the books, accounts, and papers relating to them, and demand an accurate account of the proceedings of the trustees. If she has reason to believe that they are mismanaging the trust to such an extent that her own power of removal, as regulated by the contract, would be an inadequate remedy, she may, like other cestuis que trust, apply to the courts of justice for redress. If she thinks that by a more economical management than that heretofore practised, the price of gas might be reduced, without violating the provisions of the contract with the loanholders, she may file a bill for an account, and ask for the directions of the court on the question. In the mean time, she has no power to withdraw any portion of the revenue of the works from the trust fund. She has no better right to do it indirectly, by withholding the payment of any just debt she may owe for gas, than she has to accomplish the same object by a direct seizure of the works and their revenues. These rights and duties may very appropriately be assigned to the “ Gras Department” authorized by section 50 of the Consolidation Act. Whatever powers may be exercised over the gas works of the other incorporated districts, now included within the city limits, it is clear that none exists over those in question in this case, except in subordination to the rights of the loanholders, as defined by the ordinance of 17th June 1841. If those rights have been subsequently modified by consent, such modification furnishes no ground for any further deviation from the original contract without consent.
The exigency of the case calls for nothing more at present, than an injunction to restrain the city of Philadelphia from attempting to take possession of the gas works described in the
Let an injunction for that purpose issue, upon filing a bond, with security, in twenty thousand dollars, pursuant to the statute in such case provided.