*1 Dodge Woolsey. v. our divided which For sovereignties by country governed. of I reasons, bias, which, sensible these 'though suppose, of this felt, one has in favor I have heretofore every process, feel, with care the our constrained examine question now issue that this it; court has being opinion of the cause of into the commit- inquire power validity stated in this it should be ment I think dismissed for petition, reason. this Mr. Justice CAMPBELL concurs. opinion
George Woolsey. C. M. Dodge, Appellant, John against directors, chancery pro-' corporation remedy in a has a in A stockholder charter, a doing amount to violation or to them which vent prevent any misapplication acts would might profits which lessen the value capital then or shares, in a amount to what is called law breach if the acts intended to done duty. or of trust individuals, they in remedy has whatever character also a stockholder a- So profess franchise, act, subject corporate of a complaint imputed if the is an violation which there is not an ade- right growing or the of a denial out quate remedy at law. Therefore, prQpor resist a' take measures to where the of bank refused directors tax, upon imposed to have been a believed the collection of them violation themselves charter, a for such a in this amounted to what termed law in refusal trust, chancery asking a had to file a bill breach of remedy stockholder might require. the case per- the hank and than that in which stockholder be resident of another If the State duty or charter, breach of trust attempting commit a to violate its sons domicile, 'He of the United States. his bill in the courts he file laws the United States. right under the constitution as an ultimate explained, tribunal to rights and of this examined The duties court legislatures byor state or decisions of by congress, laws enacted determine whether the United States. constitution state courts are in conflict with 1845, stipulated in which charter was hank the State of chartered Where to which said pay, in lieu of all taxes the bank should amount tax which the company therein, thereof, would account stock owned the stockholders iipon taxes 1852, levying an passed act subject; legislature he and in otherwise the conflict This act is in principle. a different to a amount and greater bank founded obligation impairing with the constitution United contract, and void. therefore constitution, 1851, adopted a new had, fact, of the State The upon banks mode imposed that taxes should be which it was declared obligations the State from the carry out, release cannot purported the act of 1852 United States. by the constitution imposed and duties ICnoop, 16 Ohio u. How. Bank of Piqua case Branch of again affirmed. United States from the circuit This appeal n of Ohio. for the District opinion stated of the case fully circumstances court. SUPE.EME Mr. It was Pugh, Mr. argued Spalding appel- lant, Slanberry Vinton, Mr. and Mr. for the appellee. *2 The made the counsel for the in this points appellant, court, were the same the reasons substantially assigned by in the to dissolve circuit court in a motion Dodge, support the injunction. They following, namely:— 1. in The cannot sustain a suit complainant equity against for in the event of defendant, C. his George making Dodge; mentioned, distress for the tax in said bill have will complainant at law.” plain, adequate, complete remedy 2. The of said as one of the Com- stockholders complainant, mercial bank to Bank, to call directors of Branch has no said right account, in a court of an error of equity, judgment matter confided their discretion. respect 3. There is bill that the bank or its direc- allegation refuse, defendant, tors or with other collusion with other measures to suit, a or to-take persons, prosecute prevent the collection of said tax. '4. The stockholder, in the character of a has no complainant, to call the bank to account in a court of for a breach right equity trust, que the relation of trustee and cestui trust does not exist between the and its several stockholders. corporation 5. The the creature of said Bank is Commercial Branch laws of Ohio, and has no existence State. corporate law, In the is in the aof citizen corporation regarded light of the State creates sustains it. inhabitant which The Commercial can have no institute a suit Branch Bank right in the also a federal court C. citizen and Dodge, against George inhabitant of Ohio.
6. A
Bank is one of
stockholder of the Commercial Branch
He has no
component parts
distinct
corporation.
so
bank,
the interests of the
far as it
individuality,
will
respects
court,
enable him to
of Ohio in the federal
sue a citizen
he
of the State of
a citizen
inhabitant
although
Connecticut.
7. The
bill,
in his
does not show himself entitled
complainant,
as a
court,
of this honorable
sitting
interposition
equity.
valid,
8 The tax
13, 1852,
constitutional
law
April
the State of Ohio.
enactment
assembly
general
that the collection
9. It
to sound
public
contrary
policy,
State revenue should be arrested
of instrumentality
writ
injunction.
first
it was
support
point
alleged
damages
883
sustain
estimated
he would
complainant
the answer
whereas
tax 'were not more than $500,
Dodge,
Baldwin, C. C. R. 394.
showed him be worth $80,000.
Bank,
States
whole
In the case of Osborn w. The United
so.far
bank was in
respected
franchise of the
jeopardy,
'
State,
efficacy might impaired sovereignty reformation of the new government, adoption constitution. ' Wheat, State of 4 McCullough p. Maryland, “ Chief Mr. Justice Marshall It has been said says: had surrendered all their state powers already had more-to But, sovereignties, give. surely, nothing question whether resume and powers may modify does, not remain to be settled granted country.” government In Terrett 43,' Mr. Justice Cranch, says: Taylor, Story “ it be admitted Upon too, change government, may such exclusive ato attached privileges, private corporation inconsistejxt'with be abolished.” new government, In Mumma v. Potomac the same Peters, 281, Company, learned :— as follows justice remarks “ A terms and nature of its corporation, by'the very political existence, is a surrehder of its dissolution subject corporate for wilful misuser franchises,-and forfeiture them non-user. creditor nature to understand the must.be Every presumed and incidents such a refer- contract with politic, body law, ence to them. And be a would doctrine new in the the existence of a contract force should private corporation *4 it a to upon the nature existence perpetuity public policy, contrary its charter.” objects tax, counsel for the that as the contended for appellee cent, 1853, bank, to nine the capital per amounted Bank) the case was United States Osborn v. brought within 9 Wheat. that mischief 738; was there irreparable danger the and a the' franchise, for .mpneys, necessity protecting sale, under the action alienation dioses bank tax proceedings.’ 3 .side, the two cited on other .cases the namely, 335 1855- v, Wo-olsey. Debolt,. and Traders’ Bank' v. the the Mechanics’ 370, and would not have been tax amount destructive. tó is as to the bring The next plaintiff point bill stockholder, and makes the bank character of a He sues case which he makes directors defendant. The parties col threatened be done tax is, Dodge, that an act by will if result in law, which, in violation lector, prevented, and to his as a1 interest mischief irreparable stockholder; corporation, refuse to directors of the bank take It further the threatened injury. appears, step prevent any the directors have that the act protested against doing although bank,, as a violation of the charter of the did yet the/ distraint; 1852, be made for the tax of and took no suffer was, 1853, distraint tax of prevent step.to bill, that there was when the was filed. appears impending made on for the distraint was to be the 21st no time delay; was not for until the December, of. and the injunction applied day previous. that, circumstances, We claim under stockholder has to intervene. 11 5693 233; a clear right Georgia, Paige, 575 Freeman, 173; ; 1 4 Buss. New Screw Hodges England 7 Pt. 312; Ohio, 1, Co. B. I. 218; .288; & Angelí 16 How. 312. Ames, Corp. § case, the other branch of counsel contended that Upon 369, Bank v. decided the case Branch Piqua Knoop, How. of the charter was a contract, the 60th section and therefore assumed it was no open longer ground question. other of a new side, the in constitution adoption namely, of 1852, act cannot-be sustained. validity gave be made 1. the constitution must Because every States; constitution the United subordination aof State the constitution in no differs from this respect, way cap law, and such constitution direct the more any contract, law pass legislature obligation impairing direct or the State to it can authorize treaties, than make coin dr to do other of confederations, those alliances, acts money, to the States same, where which are clause prohibited is found. oné question now to make treaties,' alliances, confedera- power Because post ex laws and tions, coin laws pass impairing money, facto contracts, States, &c., surrendered by obligation and is no legislatures longer possessed cannot resume or exercise the power or in surrendered, constitution, of a State means thus of an amendment short constitution other way States. United
336
Dodge Wo.olsey. v. Because, 3. if this be done, can it not annuls section 10 only article, of the 1st but also that clause of article 6 of the constitu- tion of the United States which declares that said constitution be the land; shall law the for if such State supreme constitu- valid, tion be the United States. must aside'and override the constitution it put Because, 4. the constitution of the United thereby States become in each State would what virtually choose to State make without consent might (cid:127) , the Union. . States case of Briscoe v. Bank of Pet. 257, the Kentucky, a State do cannot the federal constitution' say, shall it not do. declares it’has even been held, And stipulations a.treaty of. the United States and a between nation are' 'foreign paramount of the constitution of a State of particular provisions Gordon 1 Wash. Kerr, Circuit Ct. confederacy. Rep.'322. WAYNE delivered of the court. Mr. Justice opinion often under such a It must that of the happen, government States, that will be constitutional'questions United brought decision, for" extended this court and demanding investigation most careful its judgment. of that but kind; This is one involves no new fortunately nor assertion action has judicial principles, declared be within the constitutional and legislative repeatedly courts of, United way as the case error, be, that of the writ within ¿nay -appeal court. supreme which was John It is chancery, "brought suit M. circuit court of the United States for the district Woolsey, of a Ohio, the collection tax assessed enjoin seeking by the. of Ohio on Commercial Branch Bank óf Cleveland, á (cid:127) Bank of Ohio. of the State He makes branch C. George Dodge, collector, the directors’of the tax the bank bank, itself, the defendants. n Woolsey is a avers that he citizen of the State of Connecticut, that he is shares in the Branch Bank the owner thirty - Cleveland, that other defendants all citizens that' of.the State of Bank of Cleve- Ohio, Commercial such, Ivas as a land, made branch of the corporation, an act of the State Bank of general assembly n the 24th entitled act to An passed February, the State Bank Ohio incorporate banking compa- Bank' in all He the Commercial nies.” alleges things ¡of charter, that, with the requirements complied Dodge Woolsey. act, it is declared that each section banking company- 60th shall, under it and provisions, complying organized semi-annually, each, on the 1st of of. May .1st.of November *6 dividends, those set off being the.days declaring year, cent, therefrom of Ohio six 'on the Státe per deducting profits, and for six ascertained losses expenses company, the sums next each dividend arid that months preceding day; shall be in lieu taxes said or so set off of all to which company, therein, thereof, stockholders on account of stock owned- of such com- would otherwise and the cashier subject; that of the shall, within teri auditor thereafter, inform the pany days same to off, State of Ohio amount set and shall pay the treasurer of State on the order of the auditor. that the Bank of all times com It is averred Cleveland had at 1853, of the act. in requirements That, plied year to the State six divi
it set off cerit. on the semi-annual two per dends had been made in first which that on the day -year, November, first in the which amounted day May been to the sum of That the same had $3,206jf0. ággregate auditor, to the and notified that the bank had always ready the same when then demanded. The complainant pay avers, that three before full con suit, his years bringing having that the State of fidence the Ohio would observe towards faith good bank, to its franchises and conferred respect, .privileges act it arid it adhere that would upon with he incorporation, to the rule of taxation charter,, for in the fidelity provided shares had stock of the bank, purchased thirty capital and that he was then- the states, owner the same. He further had June, after he 1851,-a electors of made such bn the 17th of purchases, draft of a new cohstitution -been had submitted State for which, if acceptance-or rejection, .their vote, the electors should who was to by majority accepted effect as the State, take constitution of the on the 1st Sep tember, 1851. It is admitted that it be was accepted, came now constitution of the State of Ohio. It is in sections two and three of the article' 12th provided constitution, shall be laws an uniform passed, taxing by rule, credits, stock, all investments in bonds, moneys, joint-stock, or and that otherwise; shall companies, general assembly the notes bills law for discounted or provide by taxing pur¡ chased, loaned, other effects,- or due? money .all property, whatever, deduction, without of all-bariks or here now existing, after b.arikers, of all so that :all property employed ^created, shall bear a burden of taxation to that banking equal always on the And in. the 4th section imposed property individuals.. of the 13th 1851, article the constitution of it is further de- VOL. XVIII. ^ "Woolsoy. v: or here-
dared, that now property corporations existing, .of shall be as the created, taxation, after subject property individuals. bill, also the an act on ’the general assembly appears Ohio 13th of for the passed April, State of all State; and for assessment taxation property on the same taxes its true valué according money, levying in it is declared to be which president duty bank, or that shall have cashier every company, banking be, hereafter been, or laws may incorporated by to issue bills for circulation as (cid:127)and the right having money, oath, to auditor of the return, under make. county be, banks month of- May, annually, first, the amount of notes statement written containing, average discounted or amount shall include and bills all the loans or purchased, discounts, whether made, renewed originally or at made on whether bills anytime previous; year, during of notes, bonds, evidence of in- exchange, mortgages, cost value in due debtedness, at actual whether money; *7 the aforesaid, or after on which to, period previous during, at has, time, received, said or is entitled to recovered or banking company receive, other consideration what- any profit of interest, discount, in the or other- ever, either shape exchange, the amount of all other ; average wise secondly, moneys, effects, bank, or dues ór description, every belonging or used loaned, invested, otherwise or em- company, banking or such bank, a view to which or profit, -upon ployed, receive, interest. receives, or is entitled banking.company auditors, in the it the counties The act then makes duty be, to receive a bank or ffom in which companies may banking discounted, and all other notes and bills them returns of moneys for in 19th dues, effects or as the section provided áct, to enter the same for taxation the upon duplicate grand of the. the for the upon county, city duplicate city property tax where the is not returned taxes, in cases city upon grand is collected amounts officers;- but which so by city duplicate, be entered shall taxed for the same returned and purposes extent that or is, taxed, to the same personal property bank or is (cid:127)in the where such situated. place banking company is then averred that the and cashier of the ,It Com- president Cleveland, Bank of mercial penalty imposed by fearing.the for a to make return act refusal neglect according 1852, did, in the month in the make a act, return; of May, year of the State to assess tax protesting against Upon bank, for, other than in the that which charter provided it of its 24th 1845. But incorporation February, appears
. 185-5. ey. v. Wools and directors of. so coerced president return that the .the 1852, the tax of auditor, for been -assessed had bank of tax the amount $7-,526/0| exceeding by at $10,1975¶0, C. charter, which liablé under its George bank was 'which on seized and collected distress taxes, by* as collector Dodge, has been bill, there is also shown It its moneys. 1853, of bank for the taxatiori year another against entry is liable under its it the sum exceeding $14,771$5, $11,665,¶0 year. charter by M. tax that John of.this Woolsey, collection It against suit, bank, claiming a stockholder brought stockholder, as a from it upon ground exemption act assessed and the tax of the State of assembly general are in violation-of the 10th bank, it under of the United the 1st article of constitution section law declares that no State shall pass impairing circuit seeks the aid of the contracts. And he obligation, the same defendant, from collecting enjoin Dodge, from,the to do as he had threatened bank, taxes, collector tax for the as he had done for the assessed distress, and year .1852. n - it is to his suit which a further complainant gives aspect be as- the'taxes is, to notice. if also -proper permitted the act of the 13th of bank, under and collected from sessed the contract and annul will virtually destroy it April, bank, in to the tax which State and the respect between in lieu charter of its incorporation, State imposed upon by the thereof, or the stockholders all other taxes the bank of account will that his stock therein; thereby of stock owned the tax and' that diminished; his dividends value, lessened and. that it will bank, compel suspension so onerous upon as a He- declares that its business. cessation finally final had the directors stockholder, behalf, on his' he requested own otherwise, to assert the measures, to take the bank suit he believes -of the bank collection of what franchises had refused to unconstitutional tax, be an *8 do so.- . filed a» answer. C. defendant, this bill the Dodget To G-eorge material He admits the defendants did1 answer. pqt the tax law of bill, the allegation-that except allegations that act is in con unconstitutional; the 13,1852, says April effect Ohio,'which the Sep with constitution .took formity the constitution 1,1851, and-that it is' in with tember harmony was denies that -the United He any application- States. measures, bank, óf the to take piaffe to the directors Woolsey by tax, and the otherwise, to the collection 'of suit- or prevent by
Dodg,e for the that this averment was insists merely purpose inserted That the color to in complainant proceeding, chancery. giving if had, sustained an even he not have injury would (cid:127)irreoarable tax; for the for.that bank treasurer, distrain proceeded (cid:127) a him for all had at law have remedy damages would of such dis- have been consequence sustained which might thousand worth, estimate, as he at a tress, reasonable eighty that debts. And he insists dollars after the all his payment had not such a as entitled him exhibited case the complainant of a this answer court To equity. interposition the counsel was filed. it was But agreed by replication 'general ad- cause, had, his attorney, complainant Cleveland, insti- letter to the Commercial Bank dressed of the tax the collection tute proper proceedings prevent manner done the same as had been attorney '.Dodge, for a tax as- Cleveland, a stockholder in Cana! Bank of- and that action of the act, it under same sessed in answer Bank, of the Commercial Woolsey’s applica- board as had been the directors tion, was same given “ Resolved, in these That resolution words:. Canal Bank. in the letter as to believe it to be in we concur views expressed fully in.said named, of the tax therein the illegality but, in consideration of the bank; binding upon way in the courts of obstacles in law way testing many are cannot consent to take the action which we State, we take, but leave the said Kleman to must pursue called upon he deem bést in the . premises.” such measures admission, the circuit court pleadings Upon foregoing decree for the a final perpetually enjoining rendered complainant, under the act tax, the collection of the the treasurer against defendant, 13th Dodge, subjecting February, decision of the costs of the suit. From that payment court. to this defendant, appealed Dodge, relied to sustain have His counsel following points, the appeal':— does be entitled to not show himself to 1. The complainant of the' bank because in a court charter relief chancery, a board of affairs shall be direc- .provides, managed the stockholders for not-amenable to an' tors, that they so, in order make them And that error merely.. judgment collusion averred that .should to test the their refusal to take steps legal validity tax collector tax. had been this suit improperly brought It was urged district of States United circuit where none create is. a contrivañce to because it jurisdiction!, *9 185 5.' 3ái v.
Dodge "Woolsey. exists, an individual stockholder in by substituting fairly place Bank as the Commercial the direc- complainant, making defendants; tors stockholder made be- being complainant, a cause he is citizen of the State Connecticut, and the directors made defendants to to his being countenance suit. give said, It was if the 3d. were not available points foregoing action, defeat the was in the be contended that the defendant might of his official when discharge duty interrupted by mandate of "the court, circuit and that the tax had been properly a assessed law constitu- conformity tion, of the 1st September, We will consider their order. The first points compre hends two no courts of propositions, namely; equity over such, a jurisdiction at the suit of stock corporations, holder for charters, violations of and none for the errors of judg ment of those who their business manage ordinarily.- a There has been conflict' of in both. Still, judicial authority it has been found for which necessary, injuries prevention common-law courts were to entertain in inadequate; equity a jurisdiction progressive powers development effects of all the business and interests private corporations upon ' __ society. . It is now doubted, either in the United longer or England both, that courts of have a equity, over jurisdiction at the instance of one or more of their corporations, members; remedies to restrain those preventive who apply by injunction, administer acts which them would amount to a doing violation of or to charters, prevent any misapplication result in capitals the dividends might lessening, profits, of stockholders, or the value of shares, as either bemay . the franchises of a if acts corporation, intended protected by to be done create what is in the law denominated a breach trust. And the into,' extends to and to inquire case require to be .enjoin, done, proceedings individuals, in act, whatever character if they may profess is an of a complaint violation subject imputed corporate the denial of franchise, out for which right growing there not an at 2 Russ. adequate law. & Ch. remedy Mylne R., Cunliffe Manchester n.; and Bolton Canal 480, Company, Ware v. Grand Junction Water 2 Russ. & Company, Mylne, 470; v. Eastern Counties Hare Bagshaw Railway Company, Ch. 114; R. 4th ed. the other cases Ames, 424, & Angell there cited. ruled in the case of Cunliffe v. Manchester and Bolton Canal & Ch. Russ. R. Company, Mylne where the inadequate, remedy against legal corporation
M2 will and that there were cases in interfere, equity a bill in lie will one of its corporation by equity *10 “ It a a a members. of trust towards shareholder in breach for certain established definite joint-stock incorporated company, its his if credit character, the funds’or purposes prescribed by are, consent, without diverted from purpose, company be sanctioned the votes- of a though misapplication by .the and, therefore, he a bill in the file against majority; may equity behalf, in his the own to restrain company company by injunc In the tion from Ware v. Grand Junction such diversion or case of any misapplication. 2 & Russell Water Company, Mylne, Lord a bill member of filed the company against Broug the of the com said: is -said this ham part is^an'attempt to do acts to do the acts which are not -they empowered pany “ so-far I charter company; parliament,” meaning “ Indeed, an in the restrain them investment injunction.” (cid:127) must, one, be considered a stock of wild corporation ¿very to all if of the stock it owners sorts speculation, exposed not set forth authorized risk in support.of plausible projects lead act of ex-. which possibly to incorporation, may invoked and losses. same was traordinary jurisdiction The Eastern Counties the case Rail Bagshaw applied v. The same 10 so, also, Coleman Company; company, way Beavan’s Ch. in that case that the direc It appeared Reports, their traffic, for tors of the increasing company, purpose secure certain guarantee profits, proposed capital act in eon an intended was steam-packet company, held,' such a transaction with the It was was néction railway. of their were restrained 'not within scope powers, that in such case one And in the second place, by injunction. entitled to sue in the was of the shareholders railway company shareholders, all himself and the other .except behalf in. some of share defendants, who were directors, although shares in the It was had taken holders steam-packet company. case that with in this pledge, contended corporation' might for the funds of limit, encouragement out company extensive, various and transactions, however provided the rail of that was to increase traffic upon object liability - to the But the traffic increase shareholders. thereby way, n (the said, there no' rolls, Lord the master Langdale, , that kind.” any thing -authority its further, is not But. apply only illegal corporation also to charter, but object’s contemplated.by capital (cid:127) maintain a a shareholder And therefore may profits. apply 'the directors company .bill in and-compel equity against It is im- applied. refund thus profits improperly .-any 1855.. for a to invest the application company proper railway profits of. shares another purchase company, company. The dividend Lord in Solamons v. Langdale, (says Laing, December, Jurist for to the shareholders, 1850,) belongs them, and is divisible as their among applied severally own but itself or directors, property; company shareholders, number of at a or otherwise, have no meeting of his shares of the dividends, which dispose general belong shareholder, to the manner particular will, contrary without We do not mean to consent or of, shareholder. authority particular over say equity at the suit of a shareholder has not been' contested. corporations The cases cited in this it to show have been other argument wise the case of ; but when v. The New Screw Hodges England et al. was cited the best Company (we may say it — considered case which' we know argued judicially both original point, hearing rehearing counsel could not have that, been aware of the fact cause,)—the *11 court, of the learned it, which had decided upon that courts of rehearing have no over equity jurisdiction corporations such at the suit of a stockholder for charter, violations of re and recalled that conclusion. viewed court The of the’ language is: “We have it our to review in this thought duty general form this new unsettled and to in view of jurisdiction, of the say, and the additional novelty importance subject, has been thrown it since the trial, we consider light the upon of this court over for breaches of jurisdiction corporations shareholders, at the suit of- charter, far it be ex how shall tp limits, tended, and what is still an question in subject open Rhode this court. 1 Island the case Reports, .of rehearing 312— term, 1853.” September of result the cases is stated The well in Ames, & Angell para “ 391, 393. In cases where the a graphs legal against remedy is a court interfere, inadequate, wifi is well corporation equity there are in settled, and cases a bill in will lie equity a one of its members.” the re- corporation by against Though is, suit of the authorities that in a when corporation, act clearly -of within the and in obedience to the ing scope provisions its constitution, will at majority, duly expressed ,a constituted must legally meeting, limits govern; yet beyond the act of the will of cannot make incorporation, majority valid; an act of a-court of be in the'powers equity may put at the instance of a shareholder, motion if he can show single corporation employing statutory powers not within the of their accomplishment purposes scope is it observed, institution. Yet be that there' is an important in between this of cases and those which there class distinction trust, .of but error and "is ho breach only misapprehension, * on the of the directors.” negligence part simple is have then the rulé and its limitation. It contended We the directors limitation; this case within the or that Cleveland, Bank their action the Commercial respect it, 18,1852, assessed under the act of the tax upon April to take measures have their refusal validity, proper testing “an error of committed merely.” judgment obvious, rule, from the that the circumstances each case determine the of a court must equity give That the must be relied relief collect upon- sought. pleadings and to what end are, character, ascertain in what what they invokes of a court of shareholder ac- interposition equity, of board of directors. Whether count the mismanagement acts are out of or act incorpora- beyond limits.of thereto, or either of commission tion, contrary, negligence it do. be their chartered what duty doing may the directors This .us to the as what brings inquiry, (cid:127). to do cáse, done in this refused upon applica- what a full state- of their M. After tion John Woolsey. co-corporator, . of his case, also, of his all theirs ment comprehending rights to test the in his bill that his of a object alleging validity it unconstitutional, tax that it was im- ground because made the State of a of Ohio contract paired obligation' * decided, private corporation may at repeatedly sued law So expressed, subject is so well The text by one of own members. Angelí & paragraph extract the 390 from support to private corporation that we will Ames authorities n sued, point of its own This pntire: by one members. A court, directly assump Carolina in an action of came sit before South plea was, Company. plaintiff in abatement Catawba action company, and therefore could maintain no himself was member court, hearing capacity. argument, against it in his individual after overruled said, *12 justice; and containing principles, they subversive of moreover that the the to maintain actions as plea cases, by wherein certain point had settled two former officers were allowed this been by respect, company. due the 'In the cases for their salaries are'entirely ordinary copartner companies dissimilar from those of incorporated of former, companies. joint-stock the individual ships, bers unincorporated mem .the entirely body from the endowed with distinct artificial cor company the of member, creditor, is a corporation a who same as porate powers. A of dema-.ds, by by levy payment of his attachment creditor to secure the by although may personally statute .property corporation, he liable upon corporation. against judgments against An action was maintained satisfy other to a securing plaintiff, a member the cor a bond a certain sum to corporation stranger. Partridge, by a and & being the court Pierce poration, the member deemed . bonds, rights 44; dividends Hill accounts to v. *13 '34,6 Woolsey.
JDodge v. Cleveland, Bank of to refusing of the Commercial directors have forced do, it be their dp had declared what duty they, If self-defence, the directors of its in .to sue. oné corporators, case Ohio, and doné so-in a state court of put had act, it because of tax impaired tide uncoñ.ditutionality and had the decision contract, of .a obligation state,court' have been reex tiie could claim, judgment ,the (cid:127) United amined, in in the that' supreme particular, it re the same which States, under jurisdiction by authority in the case court of versed of thé treasurer of Miami judgment supreme Branch of the State Bank Ohio Jacob Piqua Knoop, 369. How. county, suit had been im- it said that this But in the argument, States, United the circuit court brought properly be.- and the it or between him cause was contrivance Woolsey, on that court account bank, jurisdiction, directors give in different States. and citizenship being .of their;residence within the exclusive That the suit was subject-matter that, if courts, jurisdiction the state jurisdiction of it make sustained, would -courts of the United States was 7th amendment of the consti- extent the great inoperative.to tution 16th section of the 'the United States Judiciary act, law, last settling being declaratory Net of a in the nature Iimi- to cases of proviso, as tatiori, equity jurisdiction, further, And that would or" to its exercise. exception to that of 'of the States máke United judiciary paramount executive individual depart- legislative to the same depart- ments government paramount federal of the individual States. ments ’(cid:127) contrivance, it is first remark as to We imputation case, 'not one assertion of fact does the which appear if meant the defendants should have proved rely suit, that, or defeat the it to'abate complainant’s upon having presume as so, do, done we cannot might théy attempted existence. Mr. as a citizen ..the right, Woolsey’s in-, Connecticut, to sue citizens-of the Ohio State of States, for cannot be questioned. the United courts also that the and himself show, the case directors papers antagonist respect, controversy .occupy grounds sue to take in defence his their refusal to -foiced him rights - can the counsel for the defend- bank. Nor a' shareholder in. existence, of such a fact in the ant argument assume .their court, the absence of their' in this part any attempt case prove court. it in circuit '. of the suit remark, We subject-matter being w-ithin state, courts, .courts exclusive *14 United and States the courts the States have concurrent all cases citizens jurisdiction between of different States, be the whatever matter in if it be may. one for- controversy, Such is the constitution of the judicial cognizance. United (l and States, legislation congress pursuance thereof.” And when it was the case .be urged jurisdiction'of the state courts of longed under the 7th exclusively article of the amendments to the constitution, the 16th sec tion of the act of 1789 was invoked to sustain judiciary it seems it was this court and position, courts forgotten of the United States had decided that repeatedly of the courts of the. United States is equity inde jurisdiction the local pendent law and is the same in nature extent as of< which it equity jurisdiction England, derived, is this, that it is no objection jurisdiction, there is under the local Gordon Hobart, remedy law. C. C. Sumner, Rep. It Was also said both of the for defendant, counsel by some zeal, that if court sustained the argued jurisdic- case, tion in-this it would be to determine difficult whether any and how much of state hereafter thing, exist. sovereignty may We shall to this "observation give, consideration, our particular it should be but not that- regretting necessary, doubting such a shareholder, exists of a "suit that' at. the this court exercised in the appellate jurisdiction may matter, not without of the of the only taking'away any rights States, but, so, for by additional securities doing giving to the of the preservation, benefit of United. great people States. If it,does.not exercised, exist ^nd we should indeed have a' national very imperfect government, .altogether of the wisdom and of those who unworthy incompetent, framed-'it; foresight too, to secure for the those future advantages State's, sécured it hitherto to the of the United by people which were when, their conventions contemplation, by several States, the constitution was ratified.. constitution, then sense of- and thé Impelled by duty administration of so much lof it as assigned we With judiciary, proceed discussion. ' The executive, departments gdvernment legislative, are coordinate in to the extent of the judicial. They degree Each, each them. exercise powers delegated is but other, all, done powers, independent rightfully either; constitution the others.- The binding supreme them, over all it who have made" ratified because people so--; unauthorized done consequently, any thing it is unlawful. But it over the is not departments only SUTREME
Doclge v.. constitution is It is so, supreme.. the government of its over all who made extent themselves powers, delegated those it; States as within concessions persons, well parties States, when of sovereign powers yielded by people in their conventions. Nor does constitution accepted they end It is over the there. supreme its supremacy and in their States, separate sovereignties, aggregately United themselves from direct or excluded im- because amendments to and have mediate directed agency making them, be made that amendments should representatively States, the United when two thirds the houses thirds of the several States both congress or them; where two propose legislatures shall shall call a convention proposing case, valid, in either become to all amendments, which, and intents when ratified constitution, purposes, part (cid:127) of three fourths of the several conven- legislatures them, tions in three fication as one the other mode of fourths rati- . n *15 be same article declares proposed by congress. be that no made amendment, which might year prior n .should,in in affect the first and fourth clauses the manner, any article, and State, ninth section the first that no without its be consent, shall of its in the senate. ’The équal deprived suffrage ,first to amend, and the other two being temporary disability per- mahent and the unalterable amendment. exceptions power constitution, Now, whether such a with its supremacy and méntioned, limitations in' the" with the particulars just further and -themselves, restrietitin laid upon people or themselves, amendment, as to modes of wrong that the constitution is no one can supreme, politically, has deny exact the statement is in stated, and that conformity it. with in the sense Further, the' constitution is not we only supreme it have said it was, for the in ratification people constitution and the add la'ws United chosen the. shall and all trea- thereof; States which be made pursuance made, ties or shall be' under the made; which authority -land, and States, United be the shall law supreme bound State shall be thing judges every thereby, or constitution laws of State notwithstand- contrary ; And, connection, to make' more ing.” supremacy there should fie no and complete, impressive, escape practical, that its force from binding operation, upon unmistakable, should be States members qnd congress n before “the senators men- representatives, declared.that state all ex- and. the tioned, legislatures, .members both of the United States officers, ecutive and judicial shall be States, the several bound an oath or affirmation to this constitution. support stated, not inference, or but in Having by way argument the words of' it is de- constitution, particulars in. to be clared we show that it contains an supreme, proceed or has directions what is its interpreter, given determining are what “laws made in meaning operation, pursuance and to thereof,” fix the of treaties which had been meaning made, or which shall be made, under the of the United authority States, when either the the laws of a a constitution, congress, are a- treaty, in which question, brought judicially citizen of States, the United or a shall claim foreigner, rights before the courts of the States, United or in the courts of the either under the States, constitution or the laws of the United n States, or from a treaty. All in the constitution are legislative powers vested in a con- of the United States, which shall consist of a gress house of senate and Then representatives. whom house shall stating how shall be chosen composed, they people several qualification electors, the age representa- tives, the time of their and their iri citizenship, inhabitancy in which be’ shall chosen ; how representatives taxes direct shall be how the senate shall be com- apportioned, to the house posed, sundry provisions relating senate, the are enumerated powers congress affirmatively. The 9th section then declares what the shall not have congress do, and it is 10th, power paragraphs, the followed of three consisting all of them prohibitions States from doing in them. particulars expressed Our first is, now as all the suggestion legislative powers concessions of States, and sovereignty them in the 10th section are prohibitions likewise so, both raise an *16 the States not to obligation upon legislate either; upon however, each, to what be conferring rights, according the the constitutional of legislation and first; congress upon second of force, without giving rights equal fcionin legisl: respect of them as to such execute themselves, of on account their being of what the States shall not do. For 'prohibitions .instance, no is wanted to make more .legislation by congress binding the States what have bound themselves in absolute terms they do. not to As where it is said no State shall enter into any alliance, or confederation,' letters treaty, of and re- marque grant coin credit, emit bills of make but prisal', money, any thing gold and silver coin tender of debts, bill of at- payment pass any tainder, post law, ex or law impairing obligation facto contracts, or title grant any nobility.” von. xviix. next that the is, Our suggestion grants legislative powers, States, of the exercise of other and negation powers by declarations that would not them' being some they legislate matters had been for the those which given exclusively up upon legislation States be do not that the would congress, imply wilfully disregardful obligations solemnly placed upon there be but that interferences from their them by people; might in some of those either with the their particulars, legislation constitution, those or between their enactments congress. was founded this without apprehension cause) But (not of the States of some continuance of during legislation and interests of confederation, articles affecting rights the. persons could relief, from no contracts, their which they get the same State it was the legislatures unless granted by made acts. This rather suggested necessity, passed it our union national would obvious, incomplete ends unless a contemplated, insufficient great altogether .the and unifor- arbiter was give certainty constitutional provided the constitu- States, all of interpretation mity, also to declare with congress; powers tion legislation acts States legislatures might judicially what done, either. Had not been there between conflict- with would of constitutional obligation (cid:127)have mutuality constitution or the to the laws of con- States, either respect for itself the each of them have determined would gress, both, either action. legislation judicial operation either from itself its citizens exempting way, engagements itself, had not made but in common which n union, ; bound sovereign by States equally as- other,-"that to each neither them should their sovereignties itself, in or interest for matter which to settle sume principle interest -of all of them. Such common certainly them sense view of the number of when people, common- benefit, in a contract for mutual the same into pro- enter portions their case, neither interest. In such should assume his to bind his compeers by judgment, stipulations right so, If of them did other of them their one contract. differences, aid to settle their law call might It must not be terminate would controversy. judgment because illustration is individuals said have nations; inappropriate, their no other settle States disputes, mode to ter- have no tribunal equal sovereignty, each differences, authoritatively háving minate so for and do itself. judge or rather the is not such a ours But government. delegated sovereign powers forming though people' *17 ¡i. y,. Dodge Wool se United constitution, States nor by prohibited to' by States, are not of in independent other, each respect ceded in constitution. powers union, constitution, Their was each of made them of their for all portions equal of conceding sovereignties them, .and it acts States upon conjunctively separately, the same manner citizens, in some upon aggregately things, and and also others of their relations of individually, business, many , their civil conduct, so as their upon far obedience to the is concerned. congress laws a union,' such the States are bound all of those prin-?' which bind individuals to ciples their contracts. justice They are bound their mutual acquiescence powers constitution, that neither of them should judge, should-' allowed be the powers constitu- final'judge tion, or the-laws interpretation not congress. This so, because their but exercise of it sovereignty impaired; is diminished in because have, in certain quantity, respects, exercise, restraints that in virtue of put ments. upon .voluntary engage- Ch. section (Vattel, 10.) We will now illustrations —one give from the constitution, two other one the cases from decided this court, a tax act of Ohio—to show framers of the. constitution, and the conventions it, which ratified were fully aware of and meant to amake necessity department it, to be to which was confided final decision th.e judicially instrument, of that. powers of laws conformity which either and of the States congress legislatures enact, courts, review the state in which a judgments right; is decided virtue of the against, con- claimed.in - stitution or the laws of congress. .- third clause of the 2d section the 1st article of the con- “is, stitution that -. direct taxes .shall be -representatives ap- several portioned among respective according numbers, which shall be determined whole adding of free number those to service for persons, bound including term Indians' three taxed, fifths all years, excluding We shall im- persons.” will suppose congress again tax, direct a citizen liable assessment should pose to a kind of his not- dispute application property;*allegihg-it tax, tó be direct sense of the constitu- provision? state, ; and that he should tion to a for relief apply which had been levied his execution for its collec- property tion, United States of the tax/a to his máking collector enjoin party suit; court should him'from further proceed- if final, collect the tax. It is ings plain, judgment *18 not be could reviewed or court, the by any supreme by States, of the United court' in virtue of its appellate jurisdiction, been 'as that has the act of the result given by would congress, the be, that citizens of the State in which the was judgment be would from the of a tax which given, exempted had payment been intended to be by the congress apportioned upon property of all of the States, citizens of the United in with the conformity constitution. This would defeat the rule of practically appor- if it tionment was in the acquiesced of the United government the States, and constitutional collection the tax not could be "We do made the officers to the act. not mean according of the United States could not collect the tax those which no States been but if the had judgment given; could not be reviewed, the constitutional rule for judgment (cid:127) the of direct taxes could be executed imposition not by any a which State or a court state legislation might a more congress legislature not We should unconstitutional. not then have say the union than we had under articles of confede- perfect ration. Each State then it the when paid requisition congress, to do continued, so. Had it would be union pleased more feeble all national than it had been. Then purposes States the venience. to suit their only con- disregarded obligations been, Had it not as it has corrected, been done in the constitution, we have-no reason to that there believe would not results, or that courts of States not be be like would re- to, determine the of taxes laid con- sorted constitutionality This was not meant framers of con- certainly gress. nor can stitution, its disallowance be under the 10th brought declares, amendments, “that article powers to the constitution, United nor States by prohibited delegated States, it to the are reserved to the States or to respectively, the people.” results, have been drawn from given, .illustration States, of the United also the constitution from what be. might of the state and state courts, action which could legislatures unless the not be the United States supreme prevented to review action of the state had matter power courts made interest, national so exclusively legisla- tion -congress. no Hitherto, such case we have but supposed happened, United case of v. The States, Dallas, Hylton reference test 171, was made to attempt by constitutionality States, assessed the United will a case of a tax show that occur, is not when the kind shall unlikely congress impose or, and direct taxation; tax the under representation apportioning the 8th declaration in section the 1st article of the general shall have collect constitution, power congress lay shall but that all duties duties, excises, taxes, imposts, Let it .be understood, United States.” uniform throughout taxes, is not duties but too, to impose power only them, and from to collect must collect necessarily power States, or be inferred disability legislatures to interfere with its execu- States, courts any way If the courts of as that be directed tion, by congress. determine States, could legislatures, finally there of a tax laid would' constitutionality by congress, the citizens of taxation certainty uniformity United or of the apportionment representation taxation to the constitution. direct according Other illustrations and necessity judicial, propriety United States to settle such questions tribunal finally, We-will, be made from other of the constitution. clauses might *19 of to as have however, cite one them in addition been but It is the of to com- mentioned. already power congress regulate refer to the case of Brown v. The State of merce, and we Mary- ta;x an instance of the of that State to a land, as attempt lay which court to be unconstitu- upon pronounced imports, tional. illustrations, We other in the of will now give rights which involved, to the cautious wisdom of that show pro- property the constitution which secures to citizens of vision of the the sue a to in the courts of the United States, States different right either in of them, to claim or in the courts the the States, and of either the constitution or of the laws of congress. protection of Ohio an act in passed The legislature incorporating of acres land south of of the half-million Lake the' proprietors Land.” This act the “Sufferers’ required.the Erie called ap- directors, who authorized to the extinguish pointment to the land .title, into make otherwise súrvey Indian townships, the owners; among and,-among things provided, partition all in to of the “that, defray company pur- necessary expenses the of title to the land, and Indian claim extinguishing chasing all other locating, making partition, surveying, expenses necessary said vested in said the company, power hereby successors directors, office, ánd their in tax or taxes on levy land, said and enforce collection thereof.” It also was pro- should vided that directors have to do power authority it shall to them be whatever appear necessary proper be done for interest of the well-ordering not proprietors, laws of the State. contrary Subsequently, legislature a tax of Ohio these lands as a upon the revenue imposed part State.- The raised directors assessed a tax upon the share each the tax to the proprietor, State. pay A s.ale the land was made for that part purpose, question raised in the circuit court of the United subsequently States for district of in a suit at the instance of the heirs of' one of the land proprietors whqse had been sold, was, whether the sale a title to the land to the conveyed It was purchaser. de- termined this court, not, that it did because the directors had to make an assessment power lands to pay state tax, and that the tax, State, as laid had been done in violation corporate powers given directors. this case the plaintiffs tax sought protection laid Ohio, and the directors of the acquiesced corporation,
because that tax was had made with the to the contract contrary for the benefit of the corporation proprietors land. The without to the record, being party interested It question. was a suit between citizens States, of different the United States brought by plaintiffs ; circuit court for Ohio and 'motive for that tribunal seeking was, in one not that his tried either rights might subject State or local influences. It both an' placed parties ; and in fact whatever equality, appearances might could result, neither disinterestedness complain adjudged Lessee rights. Beatty Knowles, Peters, The foundation of the citizens different States to each other in the courts the United is not sue an un- of the state tribunals. impartiality worthy-jealousy It is aim to make the think higher purpose. feel, Union, different States residing though and' their relations to each other were strictest protected by justice, courts of all administered in local control connec- independent tion between the subject-matter controversy par- a suit. ties to *20 unite in civil to Men what society, expecting enjoy peaceably them, and that to it they may law when regain belongs wrongfully can withheld. That be only accomplished by good laws, with suitable for the establishment courts of provisions and for the of their enforcement decisions. The to justice, establish them same flows from the source which deférmines the extent and executive legislative powers government. be has shown that the attained Experience object.cannot without as tribunal, one of supreme departments government, structure, defined in its powers organic mode be them to This been exercising provided legislatively. done in constitution the United States. Its framers were to of their secure well aware responsibilities justice people; DECEMBER' 355. knew, well as the of all trials in courts was to deter-' and object the suits between that it be done citizens, mine could-riot satis- them, unless had the factorily they privilege appeal. tribunal which had first suit to another have which should authority pronounce definitively upon 9th merits. and Without (Vattel, chapter, justice polity.) a court citizens of each State could not have enjoyed all the in the States, immunities of citizens several privileges were intended to be sectored the second section of the ¡article of 4th the constitution. Nor would judicial .power been extended in to all cases fact in law and aris- equity constitution, under the States, laws the United ing their, shall be made treaties made which under authority, all cases consuls; ambassadors ministers and affecting public to all cases of and maritime to to admiralty the jurisdiction; tp controversies which United shall party; States or more controversies between two citizens of different between States; those States, or citizens of the same between lands under of different States; and between a' grants claiming and the citizens thereof and citizens or foreign ' , 3d, Article section 1st. subjects.” Without the court, as it has supreme constitutionally constituted, neither the nor the laws of cpnstitution legislatively treaties, nor -would be in congress passed pursuance or in fact the land, law the supreme injunc- practice that the State should be tion every bound judges thereby, any in the constitution laws of State to the thing contrary, would if useléss, courts, of state notwithstanding, judges of the States, could determine was the what finally one. of the constitution and operation laws meaning congress, of treaties. or the extent obligation remembered, let it be But of the between the appellate jurisdiction court, as is, it is one of perfect equality supreme and the United States. It acts States the constitution and upon same in the both, same same extent, laws for the way, (cid:127) and with the same final result. Neither purposes, nor the dignity either are lessened .independence organization or action. electors choose same of the house of rep- members resentatives choose members of the who branch most popular the state senators the United States are legislatures. chosen States. The senate house legislatures United States exercise representatives legisla- other, tive of each their concurrence powers independently being laws. The pass one, States necessary the represented' the other and in both. But thought >vas
Dodge Woolsey. and the state the laws with legislatures they might pass conflicting letter the of the constitution under which spirit they legislated, it became the United make necessary judicial department States, with best suited to jurisdiction preserve harmony between the States, the national with severally collectively, of all which would government, people give States that confidence under them it anticipated by security announced, when “that of the United we, they States, in union, order to form a more justice perfect .establish defence, and domestic promote the common tranquillity, provide welfare, general and secure blessings liberty to ourselves and our this constitution for do ordain posterity, the United States.” Without a such department, just judicial is, as it neither nor powers purposes constitution for which could been attained. they have given We do not know case more neces- show the appropriate for such a than before us. sity A citizen of the States, Connecticut, United in having residing a directors interest in a board of large in bank pecuniary in to the could be fact, course which opposed, Only taken to test the constitutional of a of that State law validity franchises is told bearing upon corporation, directors, that concur in with him though they fully believing tax in law Ohio unconstitutional and no way binding the bank, will not institute upon vent pre- legal proceedings tax, collection consideration of the “in many 'obstacles the tax in the state courts.” way resisting ourselves, Without in their relief partaking, uncertainty courts of Ohio, it must be admitted their declaration was calcu- result, lated diminish this suitor’s confidence in such a and to induce him to resort to tribunal there only to take of his his Besides, cause. was not interest cognizance Hundreds, alone which would be affected citi- result. zens cerned in the millions the State of Ohio and citizens of other are con- Millions of question. money millions other States, capital banking all decision; affected by judicial depending upon assertion, claim complainant, opposition a new constitution of a State enact- supersedes every legislative ment its own internal the- touching bearing policy, interest of persons, may subject legisla- tion under a In the words of coun- constitution. preceding defendant, sel for the all must legislation give way" found to when contravene the will sub- péople, sovereign a new state constitution. The assertion sequently expressed be met confuted, without further what argument, TERM* *22 said Madison, Mr. number of The 43d Federalist, the 6th constitution, article is: “All debts entered into -before of this con- engagements adoption shall be as stitution. valid United States under as is, constitution under the confederation.” His remark “ This can be considered- as a only declaratory proposition, reasons, have been for inserted, may satisfac- among tion of be to creditors, vfho cannot foreign strangers pre- tended doctrine, that a in ’the form of civil political change has the moral society effect magical obligations.” dissolving And here we will cite another from passage writings statesman, and venerated man citizen of great by every United States who how his knows much wisdom con- political tributed to establishment of our American institu- popular tions. He in the 22d number of The Federalist: “A says, circumstance which shows defects of the confederation — remains to be mentioned want judiciary power.' Laws are a dead letter courts to and define without expound true The treaties of the United- meaning operation. have to force at must be as a all, considered part the law the land. Their true import, individuals, regards all must, like other laws, be ascertained judicial'determina- tions. To determinations, in these produce uniformity they to be submitted to a ought tribunal; this tribunal supreme be to instituted under the same authorities which ought form the treaties themselves. These are both ingredients indispensa- ble. If there in each State a court of final there jurisdiction, be as different final determinations on the same many point as there are courts. There are endless diversities in the opinions of men. We see courts, often but the different only judges other; of the same To court, from each avoid the con- differing would fusion which decisions result from the' unavoidably contradictory of a number of all nations independent judicatures, found one tribunal establish necessary paramount rest, the to settle and declare in authorized possessing general superintendence, rule of the last a uniform civil résort This more frame where justice. necessary is so whole are the laws government compounded contravened the laws In this danger being parts. case, if the tribunals are particular invested with ulti- decision, mate be besides the from contradictions expected there to fear difference will be much from opinion, bias local the' views from interference local prejudices, As institutions. often as such an interference should'happen, there would reason provisions apprehend laws, laws to those of the preferred might particular general deference which men in office look naturally up to which owe their official authority existence.” Hitherto we have shown from the constitution itself that the of it framers meant to final provide interpre- tation, and for the laws
, them passed by Congress, give equal all of the operation States. But there are considerations out of the constitution which contribute to show which will we mention. Without briefly such a tribunal there are no means judicial provided by of the States with the conflicting legislation constitution and the laws of be terminated, so as to congress may give either a national in each of the States. In such an operation event no means have been for an amicable accommoda- provided tion none ; for- a none for none compromise; mediation; arbitration; none for a States a mode con- congress ciliation. The consequence of which would be a permanent *23 of the constitution in the diversity operation States, as well in matters of concern as in those which exclusively public secure individual it is not so. A rights. Fortunately supreme tribunal has been hitherto, which has its decisions, provided, by. settled all differences which arisen have the between authorities of the States those of the United States. The legislation under its which is exercised has appellate been of power sixty- seven duration, without countenanced years’ attempt it. It is rather late to and in it; repeal question continuing exercise sors, this court the decisions with of complies predeces- after the fullest examination, that its believing, appellate is with the constitution. given conformity The last the taken counsel for the defendant, position now the here, is, that C. was in the appellant George dis- of his official as treasurer of charge duty Cuyahoga county, the State of Ohio, when the mandate of the interrupted by court; circuit tax the in his hands for collection the bank was assessed under a valid law of the regularly State, 18,1852, in April with the of passed constitution, tile conformity requisitions June 17,1851,. which took adopted effect 1st Sep- tember, 1851. admitted, It was the it,of that the difference argument only between this case and that of the Branch Piqua of Ohio v. Jacob 16 Howard, is, Knoop, latter was a claim for táx Ohio, under of March 21,1851, law under of Ohio, 1802; the former constitution and that the tax claimed is under now assessed the act 18,1852, April under ' (cid:127) new constitution Ohio. acts, effect, same in Both operation upon bank, charter of the as that was passed general assembly ,359 1855.
Dodge v. 1845. Each them is intended to collect, the year than tax, sum the bank was liable to larger by way pay, under the charter This admitted. It is not denied, record shows the tax assessed for the 1853 exceeds year charter, the sum to which liable, under $11,565,¶§. The tax which $14,771-/^. it would have assessed .tax under the act 1845, would have paid, $3,206j“¡¡. fact raises the tax whether the now claimed question been assessed in violation of the section 10th 1st article the constitution, which declares that State shall law of contracts. pass any impairing obligation bank, The law of quasi 1845 was' an with agreement ex contractu —and also share- agreement separately ’ — holders, quasi ex contractu neither bank such, nor such, the shareholders as should be liable to other tax larger than that which was to levied under 60th section of the of 1845. act “is, That 60th section that each under the banking company act, shall dends, thereof and on with its accepting provisions, complying on semiannually, divi- days designated declaring cent, set off to the State six per profits, deducting therefrom and ascertained losses of expenses the company, six months next for the sum which or amount so set preceding, off shall in lieu of all taxes to or the company, therein, stockholders set off would otherwise be The sum so subject. to be to the treasurer, on the order of paid auditor The act under State.” tax of has been is: That the assessed and cashier of bank and president evjery that shall been, be, hereafter in- banking company laws corporated by having circulation issue bills of shall make return, under money, the auditor oath, to which such bank county.in banking *24 situated, be may month company annually, May first, statement written amount of notes containing, average and bills discounted or amount shall include purchased, loans or discounts, all the or whether made renewed originally time, aforesaid, or at whether year during made on bills any previous notes, bonds, or or exchange, mortgages, indebtedness, other evidence at actual cost value to, due or whether after money, previous during, period aforesaid, has at on which such banking company received, time reserved or entitled to receive, or is or any profit and, other consideration amount whatever; average secondly, (cid:127) of all other dues of effects, belong- moneys, every description loaned, invested, bank or or other- ing company, banking used bank, wise with a view to &c., which the upon profit, receives, receive, or is interest.” entitled
360 acts The two have been connection, that the put difference between modes of taxation be more obvious; it may bewill seen, readily second is intended to tax the of the bank, its but entire profits business, capital, circulation, credits, and debts due it, to be intended to being professed the tax equalize to be the bank with that paid to be required A paid personal careful examination of the upon two property. and of apts the tabular returns annexed to this will opinion, that such prove of taxation has not been equality attained. will show that taxed bank is more than three times the that, number of mills the dollars upon assessed upon personal whatever property, tion under that denomina- comprehended - the act of the 13th if it did not, But April, could make no difference in our conclusion.' For the tax to be the bank paid under the act of 24th 1824, February, contract, legislative the State and equally operative upon upon bank, and the stockholders of the until the bank, expiration of its charter, which will be in 1866. No critical examination “ of the words, that on the divi- days designated declaring dends, wit, each on the first and November of Monday May set, the bank shall off year, to the said State of Ohio six cent, on the per therefrom profits, dedücting expenses ascertained losses of said for six months next company preceding each dividend and that the sums' or amounts so set day, off shall be in lieu of all taxes to which said or the stock- company holders thereof on account of stock owned therein would other- wise could make subject,” them more exact in than meaning are. The words would otherwise be they the relate to subject,” ,and tax, is a legislative relinquishment of power bind- that legislature act, which' ing upon suc- passed as a to tax cent, ceeding contract not the bank legislatures during continuance with more than six per semiannual A profits. change of constitution cannot release a State from (cid:127) contracts made under constitution which them to be permits made. The is, is the contract inquiry permitted by existing ? so, constitution If and that cannot be case, denied in this - which ratified it in was the same sovereignty sovereignty which made the of 1851, constitution neither more having power than the other to a contract made impair state legisla- ture with individuals. The moral never' die. If obligations broken nations, states and the terms though reproach not the same wc are accustomed with which designate faithlessness of individuals, the violation of not justice Í3 less. This case is that of coincident Branch Piqua State Bank of Ohio How. Knoop, -decided by *25 1855. 861.
Dodge 'Woolscy. rules and to in the this in 1853. particular; year every nor add, then we any thing given nothing opinion and court, affirm the decree of the circuit We to take away. a mandate
direct accordingly. CATRON, DANIEL, Justice and Mr. Jus- Mr. Mr. Justice dissented. tice CAMPBELL
(No. 1.) Bank, Cleveland, Commercial Branch made to Statement of 25, 1853. county, May the Auditor Cuyahoga purchased discounted average amount of notes bills 1st. Cleveland, including all loans or dis- Branch Bank of the Commercial counts 1st, 1852, year, May during renewed whether made or 1853, inclusive, $582,735 1st, May is................................... effects, moneys, every in- all or dues of average amount of 2d. Bank, loaned, Branch description belonging to said Commercial employed profit, with a view to used or or or otherwise vested which the above receive, received, during entitled to interest said bank or was 88,714 period, was.......................................... $671,449 Total.............................. OTIS, A. President. W. Cashier. P. Handy, F. county,ss. Cuyahoga of Ohio, State 25, May 1853. Cleveland, President, Otis, Handy, and Freeman P. Cashier A. Personally appeared William Cleveland, and made oath aforesaid state- Branch Bank of Commercial knowledge correct, according best to their belief. is true ment NEWTON, Notary me, my hand. JOHN T. Public. witness Before adopted bank:— The.following have been the directors of this resolutions Bank of Branch Resolved, opipion of the directors of the Commercial That in this property Cleveland, act and taxation of all for the assessment 13, April money, passed according thereon to its true value levying taxes and for company, listing banking a tax imposes on this bank or far as it so charter, required by its without consent different from that valuing property void, repugnant to the constitu- is also unconstitutional corporators, is of tion passed taxing uni- declares that laws shall all of Ohio—which otherwise, property employed banking and that all in stock or rule investments form individuals; property imposed to that equal a burden of taxation shall bear created, existing or hereafter shall and, corporations property now again —that individuals, subject property of and therefore as the to taxation the same be forever not, present bank, as at liability and that this bank will against this legal creates no advised, law, pro- hereby enters compelled such additional tax unless pay imposition and against its collection. test resolutions, presi- Resolved, signed by the of these copy the cashier attach a That bank, bank, law. Also made under said and cashier of this the return of dent copy county, and Copy so the treasurer of thiis transmit like attested with file VOL. XVIII. v. Woolsey. *26 as an evidence of auditor of the dissent this state, of bank from all of provisions legal and determination rights said the constitution and law, of this rely upon its charter. bank under P. P. Cashier. HANDY, Otis, A. President. W. Bank, Commercial Branch 1853. Cleveland, 25; May Cuyahoga Office, County, Auditor’s 1856. 22, Cleveland, February foregoing I ais true hereby certify, the statement of the Commercial copy Branch Cuyahoga made to Auditor Bank, 1853. 25, county, May WILLIAM Auditor. PULLER, County (No; 2.) and 25, seven accordance with the statement And that the amount of taxes assessed thereon in said I sum year 1853. hereby certify, road cents and of six hundred 1853, purposes, for seven taxation, is fourteen mills, th.ere seventy-one ($14;771 was entered Auditor’s thousand seven hundred and said name thousand four hundred bank, [87] 7,) Office, WILLIAM made to the Commercial follows. Cuyahoga tax Cleveland, February, PULLER, year, duplicate auditor of Branch seventy-one and for State, forty-nine County, Bank County said dollars eighty- county, May county, city, 22, county, Auditor. Cleveland, dollars, 1856. for — Personal on State, Value Total taxes county, Owners’ Names. Road Tax. dolls. taxes. prop.’y. city duplicate.
Dolls. Cts. Ms. Dolls. Cts. Ms. Dolls. Cts. Ms. Commercial Branch Bank........... 671,449 14,771 87 7 14,234 [71] [8] [637] [15] Mr. Justice CAMPBELL dissenting. ease the record this cause:— following made upon Bank Cleveland, Commercial Ohio, was organized . 1845, to the act of the according assembly general February, 1845, for the the State Bank Ohio other' incorporation with a companies, increased in 1848' capital under five directors. $175,000, placed management 1851 the taxes From until bank organization aforesaid, determined the 60th section of the act which re- the banks to set off to the State six quired semiannually per cent, net six next months profits preceding, sum so set off the act declared should be in all the to lieu of taxes or the stockholders thereof on account company which.such therein of stock owned would otherwise In the subject.” 1851, the of Ohio altered this rule of tax- general year assembly stock, ation, required capital- surplus contingent the banks funds of value, should be.listed taxation at their money should be assessed for the same and to the purposes extent that same be in the of their personal property might place location. the same of Ohio, in the mode During year pre- law, scribed their fundamental a new constitution. adopted One of the articles “the 3) requires (art. general assembly § law for the notes and bills discounted or provide by taxing and all other effects, dues of purchased, property, every descrip- tion all banks now or hereafter (without deduction) existing and of created, bankers, all so all *27 property employed shall bear a burden of taxation to that banking always equal on individuals.” In the property imposed general fulfilled this direction a law which by required assembly to amount all bills, banks disclose notes discounted average and the or' and amount of their dues purchased, average moneys, as to afford a effects, so basis for taxation; and the same act taxes directed to be laid these were amounts without upon deduction. stockholders, and directors, The officers of this bank have dis- of these in the rule of validity changes taxation, as puted a derived contract, on violating obligatory in the 60th and contained section of the first act mentioned, and obedience has been rendered to but, on them; voluntary the successive measures taken for the collection of contrary, these taxes have met with from the opposition corporation, been with a submission on the always accompanied protest directors, in which their determination was’ part expressed the constitutional to of the bank. upon rely legal rights for the The taxes were collected in current bank year were bills, and the within the packages prepared placed treasurer, reach who held the collection, duplicate bank, and the officers of the after were they immediately assigned Deshler, one the bank to who same a writ replevied United States for Ohio, from circuit and thus to case came made court. Deshler v. subsequently 62 How. 2 Dodge, . December, some five before the taxes 1^53, days pay- M. a stockholder able, shares, John bank for Woolsey, thirty of, each, at value^ of addressed the directors par J§100 “ them to letter, bank a requiring proper legal prp-. institute 364: v. to assessment ceedings prevent collection” of the for that that the bank to averring bound them. The year, pay
board
directors
that
the tax
considered
to
replied,
they
assessed, but
illegally
consideration
obsta-
many
cles
said tax in
of Ohio
the courts
way
resisting
they
not take
could
the action
were called
letter to
take,” but must
leave
Mr.
to take
course
Woolsey
be
he
advised.
might
the treasurer
sufficiently appears
able
sustain,
bank
pay any
damages
might
no evidence exists of
of the directors to meet
any indisposition
all the
station,
of their
obligations
is found in the
what
except
letter I have described.
This bill was filed
as a
bank,
stockholder
by Woolsey,
the treasurer of the
against
the five direc-
county
Cuyahoga,
of the bank,
tors
itself,
his
corporation
appre-
alleging
hensions that the treasurer
would
make the collection
proceed'
the excess
above the tax
section,
due under the 60th
and that
it would
bank,
franchise,
credit of the
invade its
impair
its dissolution
and that
directors
re-
compel
;
had
ultimately
the.
fused to take
collection,
measures
his
requisi-
prevent
tion, and
for an
on the officer
prays
to restrain
injunction
his
further
The
court affirmed
circuit
the bill so as
proceedings.
restrain the collection of all
taxes assessed
the bank,
'
such as were laid
the act of
under
except
The
is,
has this court a
inquiry
arises
first
the suit ? The case is one
aof
stockholder of a
parties
before the
corporation,
courts of
bringing
United
corporation
States
redress
in which both are
corporate wrong
similarly
interested.
decisions
this court on this question
early
would
conclusive
the bill.
require
They
should
different
from all
the indi
plaintiff
vidual members of the
said,
chief
corporation.
justice
*28
invisible,
and artificial
that mere
intangible,
being,
legal entity
n —a
a citizen;
con
corporation
and
certainly
aggregate —is
cannot
sue
the
or be sued in
courts
the
of
United
sequently
States,
the
unless
of the members in this
can be
rights
respect
in
exercised
name.
366
Dodge Woolsey. v. the acts of "Whether these "were conclusive corporation. be corporators, whether might at impeached the suit of a shareholder; whether the single relations dissenting the State between and the be were to settled corporation in a suit between them-or in suit, this are matters in issue, and was an essential to their corporation party adjudication. The the bill that in to take is, effective principle declining is, measures of to prevention an refusing injunc apply —that tion—the directors abdicated controlling powers, any stockholder became entitled to intervene for the interests of himself and his associates. The decree in cause is not a this . for the relief this decree but is a decree for the cor corporator, and does not differ-from a decree poration, proper a.ease the the clear, therefore, treasurer. It is corporation bill, was a so corporation necessary party cases. Co. 7 Hare, v. East. Union R. R. adjudged 114; Bagshaw Pell, Monce, v. 607 ; v. Finch R. Cunningham Paige, Rumney 334, Ch. Pr. Co. 336; 1 Danl. Charles. Ins. & T. v. 251; Sebring, 5 Rich. 342. R. Eq. The case is one between'a corporator corporation, the to answer the cannot be affirmed court is unless the prepared an,artificial whether a question mere legal entity, a,citizen invisible, can United intangible, States person, in the sense in constitution; word used in the case Marshall The Baltimore Ohio relying upon antecessors, Railroad I am with list of forced Company; long to conclude that it cannot be. assumed and l am therefore jurisdiction, .The called of the bill ? whether' court can take inquire chancery cognizance * act the bank charges The incorporation board of to an annual affairs, directors care the corporate subject n The the stockholders. responsibility principle is, a court of to decline interference with the dis- chancery directors, cretion of such or to their conduct or regulate manage- ment the duties committed them. respect The business that court is to redress in- grievances illegally or threatened, flicted not to supply prudence, knowledge, forecast requisite successful facts corporate management. of this case involve, in discre- my opinion, question merely tion were of an performance official taxes duty. withdrawn from the treasurer of Cuyahoga county, of the bank, into never the State assignee passed court of treasury. supreme this,, subsequently the taxes to these assessed pronounced banks, legally and that there contract between banks, and there nowas from the tax exemption apparent' thing *30 act of of these in 1845. Some judgments pending undecided, no court of error then hav- this writs judgment authorities, that given legislative, ing contrary of Ohio. It executive, as well judicial, stockholder, who stock under these conditions that this purchased in some five had arisen before after days controversy of the directors taxes were addressed the Commercial payable, I is, to take measures —that to file a suppose, preventive Bank for an bill injunction instantly and, upon suggestion — of the difficulties, corporate to take proceeds charge rights States. The the United in the circuit court of suit, bank by were, were elected owners directors annually; collectively, no evidence bank, one tenth the stock is shown “ measures,” other stockholder supposed that any preventive circumstances, could be There is no sustained. charge under indifference the di- fraud, collusion, or of duty, neglect save this omission to take undefined rectors, some preventive be which the affected measures,” plaintiff suppose might proper. a casé, the rule of reference such understand in I chancery, stock- suit can be maintained an individual to holder a or to such a done, threatened, for wrong .corporation, a it no means of has unless appears plaintiff procuring be instituted in the name of the corporation ; suit to the cases universal, well where the rule applicable, for afford the were either complaint acts ground (cid:127) sanction, or to the whether it a as majority might belonged of those no stockholder could be bound acts category This sanc- his own consent. principle highest except by 2 Harbottle, Hare, court. v. the decisions of that tion in (Foss 7 ; Hare, Phil. 790 2 Phil. 740; 130.) prin- 461—affirmed obvious from the is an relations between consequence ciple and members of a chartered and the corpo- corporation, officers Smith, Hurd, 12 Met. itself. These are ration explained relation, “There is no or 371. immediate in their legal privity, says: a of shares in bank connection, holders between side, on and the directors individual the one capacity, not the bailers, other. The are of the bank directors stockholders. The factors,' trustees such individual or agents, exist- bank is separate corporation politic having body the whole stock and law, as a in whom ence, distinct person debtors, all vested, are and to whom bank agents, property or contracts, for all officers, servants, express responsible all torts made reference such capital; implied, there- it.” The corporation, injuries, diminishing impairing fore, must vindicate its own and' assert own rights, wrongs, out law. pointed modes I do not that a court of will never say an in- chancery permit dividual stockholder to come before to assert a in which he is a corporation stacle shareholder, where there is an ob- such a nature the name cannot corporation before tribunals employed proceeding, modes legitimate regular of' but the burden is thrown plaintiff establish the an existence of such suit. urgent necessity The consideration of cases will this con- analogous strengthen ; clusion cases where courts of are more free to inter- chancery vene, from the between fiduciary'relations parties extent of its over them. Such are general jurisdiction cases of interests of creditor of estate .danger collu- sion of an executor the debtor of the estate, insol- of the executor; or where an executor fails vency wrongfully make a settlement awith and a surviving partner, residuary *31 one entire seeks the estate legatee. settlement against executor and or where a decedent in life his partner; frau- assets, his executor is to dulently conveyed estopped impute fraud, and there are creditors; or of a where managers joint- stock have of fraud, been waste, and company guilty illegality, (cid:127) their stockholders desire relief. In all these cases the court of suffer a will to chancery suit interested institute party remotely trustee, which his should representative, and will the relief suit which grant would have brought, been to the case of him who should have commenced appropriate it. Sir John in a late case to one these Romilly, belonging categories, says: “ To such a bill as this it is not sufficient to support prove to that it be an the executors and trustees unpleasant duty to take intrusted necessary steps protecting property to them. not sufficient to show that it will for their in terests to take such It is show steps. necessary they their own interests their and that intend to prefer duty, they incidental to the performance neglect obligation office them, and which assumed to or, as imposed perform; said in v. that a Travis substantial Mylne, impediment the executors interested prosecution by rights parties estate exists.”' Stainton partner v. surviving Co. L. 315; Milne, Carron 23 & 9 Hare, Travis v. Eq. 141; Yeazie, v. 1; Howard, 11 Hersey v. 11 Geo. 556. Shep. Colquitt These cases afford no this suit. The Cleveland support Bank has to abandon betrayed purpose corporate duty. The interests and of the directors coincide to obligations support n There is no in their conduct, pretensions. supineness' past The at the evidence, nor indifference convicts most, peril. existing them to commence suits, disinclination only present 869 of a at the request unproductive, likely single the taxes for 1852 had not shareholder. answer shows that recovered retaken an as but had been of the bank. Nor does the show signee correspondence directors had decided to the contest. The case here abandon not at all fulfil does a shareholder the conditions on which interposition C. allowable. Elmslie v. Bro. C. McAulay, 224, 1 Phil. Walker v. 790; Law, 41; Trott, 2 Coll. Law Ed. Ch. R. 38. im- But evidence me to conclude that does not allow whatever existed to a suit in the name pediment corpora-
tion, from resist claims of of directors to any disposition State. Their at successive protest appears every stage the action of the fiscal main- officers. This suit is evidently tained with there has been no either consent; appearance the directors or the but case of by the stockholder. corporation, they'abide The decree is for the benefit of corpora- tion. is, then can a question corporation belonging State, and whose officers are some or assur- citizens, hope ance that States are courts of the United opinions (cid:127)more- favorable to combination, contri- pretensions, by any devolve, vance, or shareholder, with a non-resident agreement him the to seek for the redress of upon which are the corporate grievances, in the courts of equitable subjects cognizance the United suit-in his own name. my opinion, should be but there one answer to the question. I come now the merits of the case the bill. made by In the suit of the I 369, Bank v. 16 How. Piqua Knoop, gave act did not contain a opinion February, contract the State of between Ohio obligatory banking *32 in reference to the corporations might originated by rule of taxation to be to their or business. That applied capital the act no limit imposed upon assembly power general State, of the but that -in that act the rate of taxation established at their adhere. was alterable To I now that pleasure. opinion But a contract the indetermi- collected from assuming nate of the 60th act, section of the expressions interpreted by ,its of the general objects supposed policy did the reconstitution what question presented, consequence 1851, State political system their direction to the as the rule legislature adopt equality assessment taxes’ to the upon corporate property, accomplish claims of these ? corporations elemen- a more Certainly greater question involving —none tal a ever been submitted to important judicial principle —has "Woolsey. It tribunal. mental involves the the' funda- operation efficiéncy on which the principles constitutions American rest. supposed of this The of some cor-' proposition fifty confederacy banking one fortieth of the State,.is, having porations, property of their term that law for the whole organization pf there exists no in the nor corporate being, power government of Ohio to concessions contained act impair people of that the amount of their con- particularly determining revenue. does tribution This not de- public proposition its truth for limitation of time upon imposed upon pend corporate osition if the charters existence of the not affect the banks. It would prop- were for Nor' century,-or perpetuity. that does the derive from the fact the stat- proposition strength ute con- corporations applies only banking corporations, fined to would have form of commercial a. single dealing. proposition had the same if the act had been degree accuracy universal, to all whether for applicable private corporations, manufactures,-trade, intercourse, morals, or religion. mining, is said that in the State of Massachu- competent authority, are setts there near hundred twenty-five corporations, trading more than seven that that tenths of the real and personal property is held between the by corporations. proportion and individuals is there than in property corporations greater iryother but the held States by corporations property to awaken the most earnest attention. A con- isTarge enough of the kind contained cession in this a careless or a act, cor- for a term or in would rupt legislature, perpetuity, impair States their resources'to an extent! many alarming n Writers the condition of the Turkish empire say, three fourths of the landed is held in empire property institutions, as vakuf or charitable' mosques mortmain^ use, own in trust for their their to owners. This ceases or. property contribute revenues, public except specific form taxes on certain and is inalienable. If held produce, objectionable it is from forced trust, confiscations, and, sales and in the death exempt owner without children, mosque passes trustee. or other charitable the ecclesiastical and empire, interest, the dominant both the Ulemas judicial priests interest is dominant lawyers, just corporate moneyed Ohio, and in either interest claims country exemption usual burdens and State. -from legislation ordinary wquld of this exist- establish The judgment permanent - of such incubus ence growth- resources if that should have taken in .the interest privileges country, contract, and had such a as ours. constitution Yet form *33 37Í Woolsey.
Dodge to the wisest of Turkey, according first step regeneration is to abolish the vakuf. statesmanship, in favor of Bentham, constitutional treating upon provisions observed, all mis- If all to be contracts, deeds would contracts were says: be to be is no misdeed committed, for there of a contract; of which not be .made the committal and to subject may establish in favor or of themselves, person, an' would absolute a set legislators persons, despotism, no more to than to into enter engagement say .do. — own of their commu- with member foreign despot, say ' should it be this And this to purpose.” happen, nity —for of vicious that a of this Union had become the victim taxation* re- alienated, legislation* powers property favor of and the resources of associations, nounced in chartered cut off, what has the politic people against body remedy none is to Under the of this court doctrines misgovernment ?. found exists in the inherent and none government, the form of a con- if the has taken powers people, wrong would most deliberate and' solemn acts of tract. The not lator be people serve to redress the specu- would injustice, overreaching of their legislature facility corruption of his court in the powers profits protected by Where Let the would find bargain. people remedy? before us cannot limit case form illustration. Congress are term abolish the of these they privileges corporations; nor ánd have no her limits legal corporations beyond they existence; live in the of her laws dwell contemplation of their Pet. 512; creation. How. place 314) (13 taxation, nor in-' Nor can for state congress enlarge subjects could not terfere in the state support government. They the Státe to taxes from these collect corporations. empower of a Were the resources of the State wdth the burden oppressed vakuf, could not afford relief. Turkish congress fatal faculties of the even more The judicial department courts cannot to the State than the impotence congress. effects of to the the blindness, look mischievous nor corruption, state determine its operation. (Fletcher legislation, binding 6 Cr. becomes the Peck, court, therefore, patron 87.) of incalculable’ to. motives power furnishing legislation, by to stimulate the corporations stability affording is the Where, then, successful effort. remedy security ? nor have none in their state government They enlisted, ad- themselves, the federal government n . constitution that an amendment be versary. States’, United two thirds congress proposal of three fourths of ratification legislatures *34 enable the of Ohio to assess taxes might support people their terms her of of citizens. government, upon equality among is, The first to be observation made this ex these of to are not unfamiliar an traordinary pretensions corporations n into their of inquirer nature and aim the steady history. most and estab thoroughly organized powerful corporate lishments of the has ever to themselves under Europe place of external protection authority, superior govern ment and where dwell—an they authority sufficiently to shield to them from and secure their powerful responsibility I do not refer to claim of to question. privileges passive tions, kings obedience under a divine title. Ecclesiastical corpora of afford case the Pope, acknowledging supremacy to that before I parallel us. find their principles compendiously minister, declared in an allocution of a to the court of Rome of Sardinia, in reference to taxes on church there. I find property that tical of the ecclesias religious corporations, forming portion “ at are nature, unaer family large, very their guardian and ship and, meas church; consequently, authority ure or laws can be them, with respect except by adopted or in spiritual what touches power, through agency, especially their existence or their conduct in the institutions which they nor can other rule be even respectively belong; any recognized, in matters that is, truth, concern their in property. beyond dispute ecclesiastical possessed by religious property foundations belongs general property category church, constitutes a true of its patri proper portion mony.' whereof, as the church consequence .property is so inviolable, are the of such foundátions.” Nor possessions was the doctrine of the inviolableness contracts foreign these members of controversies. sagacious far-sighted the ecclesiastical with concordats, interests fortified themselves “ and these contracts,” and, like concordats were affirmed to be ” “ these, entail of a is to if bond obligations; bargain “ “ be inviolable in life,” so it is sacred and respected private declared they in life of States.” A -change expression slight1 will demonstrate dic principle corporate policy, tate of ambition, in which the con corporate predominated tests the same wars, is which Europe, desolating leading this court is to sanction favor of required corporations United States. banks to The allocution of the Ohio be thus stated: That charters of incorporation granted the state and nature con are their essence governments i ’ ‘ tracts,’ that, are entail they obligations; consequently, under finally protection guardianship judiciary acts of the state States; establishment the United that no touches them, conferred whatever their ex legislature istence, are methods bind corporate proceeding, privilege, them; that, as the state ing people, upon legislatures agents whatever have done in these respects obligatory them, them, in form'of irrevocable their action, any or in exercise as the sovereign authority; is. establishment the Union with the judiciary charged duty orbits, of afford redress for States and their limited and to holding people contracts, and to violated serious re prevent and as these cañnót sue in sulting courts the damage; corporations of. the United the court to suffer duty redressed in the suit and at the corporate so wrongs licitation of can stockholders who there—- appear the state of in the state courts will not opinion allow the of redress from them.” hope *35 The allowance of this this court these plea interposes between and to' of. corporations government people existence, owe their und whose laws derive all their they faculties. they It will establish on soil of State a the caste every' of made combinations of men for the most under up the part most favorable conditions in Who will look society, habitually the institutions and the of the authorities State to the beyond central the and government strength support necessary maintain in them the of their and enjoyment special privileges be a new element of exemptions. consequence will aliena* and tibn the different classes and the' discord.betyreen society, introduction of. fresh cause in of disturbance our distracted and social end, In the the doctrine this de- political cision system. lead to a violent whole overturn the may. system combinations. corporate the thus examined doctrine con- Having proportions in tained court, I to it a deliberate judgment oppose and earnest dissent. And, first, the, as to' court the claim made for to be final arbiter these I can questions imagine political power, more fatal to the constitution of pretension likely itself. If this court is to office transcendent as have an so decide within of the over and finally powers persons people, things (cid:127) a much connection a much more closer direct of its is a people necessary responsibility member^' condition for the Justice Wood safety rights. popular in 52, Luther Borden, bury, How. exposed danger (< with evil, He said: grgat discrimination force. Another little in foreseen, these alarming, ques involved regarding tions for in final be, arbitrament of would judges, ah event all would in political dispute privileges rights
VOJt. XVIII.
'374 'W'ooJsey. oh our decision We would finally. people depend among them,, as as for them ; to decide well power possess liberties or and, arbitrary judiciary, public under prejudiced if not thus much might perverted, popular privileges if the. distribution And people, in. entirely prostrated. constitution, should ever think under making powers controversies, arbiters when supreme political judges them, nor at follow selected nor jiberty amenable their political considerations belong questions various themselves, lose of their will dethrone one judgments, in this but up way slowly, birthrights-r-building invaluable in most in.this respects a new power republic sovereign surely, at life, one, least, unchangeable theory irrespónsible, more elective, the worst the worst monarchy than dangerous times.” recurs, have the Ohio deposited people The inquiry to overrule their own judgment this tribunal the'authórity over institutions created their of their own powers extent .? The' fun- and eommorant within owb government' me, it seems to constitutions, óf American principle damental of the several States resolution is, that to belongs people whether compact,' punitivevjus- of all questions, regulation, of the action their tice, government out municipal arising their citizens, constitutions and or' depending.upon of áll acts done laws, validity judges the 'exercise óf their authorities in sovereign rights, municipal or control from case depart- either without responsibility This I understand to bé the of the federal ment government. ¡within municipal sovereignty import State. , inhabitants of were released from their .Ohio *36 in full to the federal possession authority, placed jjjupiiage invited to their to their self-government, adapt rights (cid:127) State, when to the federal of which-the institutions system, . to become member. authorized formed, was constitution, their state reserved Ohio,-by The people ” “ “ abolish their alter, reform,'and complete power themselves “to for redress petition grievances;” government;” “recur, tó the first as often principles might necessary, constitution according It was adopted gove’rnment.” established, forms, and will-of expressive sovereign of in this the'rule of taxation suit complained bódy politic, n was. prescribed. ' . arises, to did the what people The inquiry authority vicious -institu- their- to ameliorate ? It was extend every to do tion, might and. whatever enlightened statesmanship an. for the advancement of their own and for prescribe happiness; end, this State were persons submitted things to their . A material distinction has authority. acknowl- always to exist as to the that a edged degrees authority people could exert over persons legitimately corporations. Indi- n viduals are not creatures of the State, but constitute it. come into which cannot be They society rights, invaded without But derive their injustice. corporations existence from are the society, offspring conditions of the transitory State; and, with faculties for in such good conditions, combine durable for evil. a love of dispositions They display power, interests to moral or preference or corporate political principles duties, to individual public antagonism freedom, which have them as marked objects jealousy every epoch Therefore, of their all civilized has been history. exercised, in power States, to limit their or to their privileges, suppress existence, under the either of exigencies public policy political necessity “ Sir is James indeed, some says: Property sense, McIntosh will, created act óf the but isit one of public those funda mental acts which constitute it to be society. Theory proves essential to the social state. has; Experience proves some existed in and nation of degree, age world. But every acts, those which form and endow public are corporations, sub and subordinate. sequent are They only ordinary expedients individuals . is established legislation. property aon which seems coeval with civil general principle, itself. society bodies But' aré instruments fabricated legislature while specific ought .purpose, preserved are .be they beneficial,' amended when are impaired, rejected when they . become useless or Vind. Gal. note injurious.” Who, in the. United to determine when the public interests demand the of bodies suppression whose existence or are action modes of the state 1 contrary well-being If the are ' a State powers inadequate then their and solemn declarations of their object, grave rights over and their and of the authority ends for governments, which their and the institutions of their governments govern- ments were framed, rulers and responsibility magis- themselves, trates but nothing great words swelling “ vanity.” ” the, But not of Ohio only jurisdiction over complete (cid:127) institutions of her but public government, subject-matter which their will was constitution was expressed of their control over the one over independently corporations, which their declared in what plenary. They
376'
Dpdge
these artificial bodies
the State
held within
property
manner
in the form of
to the
regular
contribute
public support,
should
the United
When
constitution
taxation.
and apportioned
ratification,
for their
of the States
before the
was
States'
of duties on
told, that,
exports
theWith
exception
were
they,
“ an
and uncontrollable
retained
independent
the States
imports,
”
“
absolute and
revenue in most
to raise their
authority
own
”
on the
part
and that
sense;
attempt,
..unqualified
of would
them in the exercise
federal government,
abridge
“
clause
unwarranted by any
violent assumption
power
be a
163,
And the opin
by Hamilton.)
of the constitution.”
(Fed.
the same
on
subject.
are filled
disclaimers
of this court
ions
DECEMBEE 1 855. 377 Dodge ated the same if it had remained' authority under control; its and that this was one which of principle lapse time nor the could evade. All therefore, legal formality grants, of those of the public nature rights, especially partaking taxes, subsidies, or fines, confiscations, such as were stamps,
revoked, because the not alienable. 8 was Merlin subject Rep., tit. Pub.; Proud., Dom. Dom. Pub. 62. If the to review the or power acts of a improvident illegal “ monarch, which the domain and of the crown patrimony of the State, as sinews of the .principal termed in (one they was or in the ordinances) dilapidated impoverished, nearly absolute monarchies of was reserved to the it Europe, nation, would seem- to follow that in the American States, where so little has been conceded to the and whose com- government, to amend or is so plete power” reserved abrogate distinctly no inference arise, that been nor can that the same has implication or relinquished is, abdicated. conclusion that the con- My Ohio, stitution- of the it is to be whether as the regarded expression will of the sovereign people, extraordinary exemp- to tions these contribute granted corporations, by they to the public their unequally institutions support, contrary genius or ; whether are inconsistent with a just they appor- of the tionment the from burdens; whether, or as a declaration public of the an additional contribution exigency requiring condemnation them to or a revenue; judgment the former for an abuse of the government powers enjoyed; it is above and or control of beyond supervision of this judiciary department government. Nor does the that this can exert such an opinion, department over the derive people empire support, my opinion, clause in the constitution on of the subject obliga- contracts, tion of nor the decisions of that clause upon constitution.' That of the States should have released their people powers artificial over the bodies which under the originate legislation their or over the or conces representatives, charges improvident sions them revenues, or over the acts of their imposed upon is not functionaries, own to be assumed. Such a surrender was Union, essential nor any required con policy by any federate no Such an abandonment could have served obligation.. interest than1 that of or individuals corporations, who acts themselves. might Combina profit legislative tions of classes in united the bond of a society, corporate influence, the accumulation of wealth, spirit,'for power, control trade, of intercourse or or moral concerns spiritual desire limitations unquestionably society, sovereignty "Woolsey. existence authority people, the framers of and confidence. But in security can repose imbued no desire to call into existence constitution such combinations, nor dread of sovereignty people.
(cid:127)
Mad. Deb.
create,
denied
power
congress
(3
1576,)
They
reference
most salutary
expressed
‘and
jealousy
the existence
during
(cid:127)them.
the violation of
confederation, suffered from
private property by
political system, they
reconstituting
governments.
United States the
powers
from delegating
abstained
emit bills
to.the
but'
and silver a
credit;
make
thing
gold
bill of attainder or
of debts
to;
pass
tender
payment
contracts,
law,
or law
post
impair
obligation
ex
*39
facto
a
as
to uniform law of
so far
bankruptcy; while
necessary
’.except
seizures,
from unreasonable searches
they protected property
detriment,
the due
of
title from
in
course
legal
the
except
proceeding.
from
correspond-
The state
prohibited
governments
constitutions.
their federal or state
either
ing legislation,
n '
one of
is
the
to interfere with
.private'contracts
power
exercise,
to
difficult,
of
delicate
most
any belonging
is
and one
there
temptatioh
social
which
system,
constant
is proved
That
its exercise
necessary
abuse.
.sometimes
civilized State.
Its
exercise con
judicious
the history
every
and has been vin
fame,
Solon
titles' of
stitutes
and.Sully
most
But the
re
statesmen.
dicated by
enlightened
should
themselves
determine the
which
served
exigencies
to.
n is a limitation
it into
prohibition
call
existence..
and not
popular
government,
ordinary
sovereignty.
Whether
6 Cr.
the chief
doubted
Peck,
87,
v.
justice
Fletcher
the executive
of a
issued under a
act
legislative
repeal
grant,
was within
competence
legislative authority;
the distinction
acts of
sov-.
notices
between
legislation
and
ereignty,
sideration
the clause of
under con
and treats
the constitution
*'
In Dartmouth Col
as an inhibition
legislation.
518, 553,
4 Wheat.
Webster
Woodward,
v.
presents
Mr.
lege
in his
He
says:
distinction with prominence
argument.
assert
of New Hampshire
much
legislature
not too
to.
been
the acts
question,
would
have
pass
competent
assent,
even
on the
without
plaintiffs,
them binding
make
if
States, or
the United
on their
there had béen in the constitution of
because
restriction
special
power,
New-Hampshire,
*
not the exercise
acts aré
power
these
properly legislative.
*
(cid:127) *
not have
revoked
Parliament could
The British
annulled
it
done it at
ari
act of
If
had
legislation.
ordinary
this grant
have
in virtue
that sovereign
it could
all,,
power
only
1 855.
379
called
which does not
omnipotent,
belong
any legislature
the United States. The
of New
has the
legislature
Hampshire
same
over the charter
power
which
who.
belonged
king
it, and no more.
granted
the law of
By
England,
power
ais
grant corporations
part
royal prerogative. By
revolution, this
considered
power
devolved on
having
legislature
State, and it has been
exercised
accordingly
abolish,
But
cannot
legislature.
king
corporation,
* *' *
or new-model
alter its
without its assent.”
powers,
Chief Justice
Marshall,
jurisdiction
describing
“
court over such contracts,
to it
says,
belongs
duty
from
violation thosé
protecting
contracts which the'
legislative
constitution of the
con
placed
country
beyond legislative
And,
trol.”
he
and extent
defining
object
prohibition,
Before the
formation
the constitution, a course
says:
had
if not in all the
legislation
prevailed
many,
which
the confidence
man,
weakened
of man in
and embarrassed all
between individuals
transactions
performance
with a
by dispensing
faithful
To correct this
re
engagements.
mischief
it,. the state
power
produced
straining
legislatures
forbidden to
were
tracts that
individual
law
pass
of con
impairing
obligation
of contracts
;
is,
under which some
respecting property
could claim
beneficial to himself.”
something
These selections
delivered in
opinions
of the court to
carried the
farthest
prerogative
reconciled,
which are not
limit, and
with a
portions
easily
long
decided,
series
cases.subsequently
Matthewson,
(Satterlee v.
Charles
380;
Pet.
River
Mechanics’ a was s’erted,and when of living sovereignty people administered were governments subject principle, operative (cid:127) to the ends for and with reference limitations specific to the.- and their members recognized organized,' which nor I feel no apprehen- anxiety dependence, responsibility of a Ohio “complete po^yer” over leaving sion and establishments it all institutions their government, the decree of of is, that called into éxistence. conclusion My erroneous, is and that the court of Ohio judgment circuit the. and to dismiss the bill should to reverse that decree .this of the plaintiff. DANIEL: Mr. Justice n “ brother I concur entirely preceding opinion my n Campbell. Mr. CATRON: Justice “ I cóncur with the conclusions dissent, opinion also just’reacb”. d Bank, Branch the Sta an Traders’
The Mechanics’ t e Henry Error, Debolt, Ohio, Bank Plaintiffs County . late Treasurer of Hamilton preceding Dodge Woolseyagain w. decisionin the affirmed. case court of the was State This ease supreme brought up under the 25th section error, issued Ohio, writ of act; judiciary n It in. the in the court of common county pleas originated an action and State Hamilton brought n Debolt', is in the fol- nature which explained bank the' case. lowing agreed above named agree upon hereby following parties them, between and sub- facts, controversy depends for determination and the case to the court of common pleas mit four hundred section ninety-five pursuance judgment, (cid:127) civil code procedure:— authorized is that'the duly banking plaintiff agreed under, of the. the act the general assembly company, passed by entitled, An on the 24th .Ohio, February, day State Ohio, and other Bank of banking act to incorporate at case; of this made part .companies.,” act *41 .June, 1845, assumed thereof, on the 30th foundation day 3 Mass. so notes Met. 866; Imperial Waterworks, Ellis, 5 & Dunston v. Adol. and Salford Manchester Vermont, 187; 125; District, 6 Metho & School Company, 3 B. Adol. Geer Glass 405; Rogers Danby Society, 19 Ib. Society, Ib. Universalist Episcopal dist 187. TEEM, v. Woolsey. Cleveland, with thereof; Commercial Bank of and the stockholders he in his behalf, own as a represents stockholder, that he had to directors, them to take applied meas- requesting ures, or otherwise, suit the collection of the by tax prevent by treasurer, and that so, refused to do .they accompanying, their however, refusal with the declaration that con- they fully curred with in his views as to the Woolsey tax; illegality, it believed that, but they banlc, way binding upon in consideration of the obstacles manv way resisting of the tax in the collection courts of the could they not consent to take measures for it. Besides this legal testing n refusal, that,the in the ease papers disclose the fact directors had of made protests two previously constitutionality tax, because it was to the constitution of the repugnant United and to Ohio also, both concluding a resolution that not, would advised, then they tax, pay unless so, law to do and that compelled were determined they the constitutional and rely upon bank rights legal under its charter. Now, view, in our the refusal part directors, their own more of partakes disre- showing, than of an error of It a gard duty, was judgment. non-per- formance of a confessed official to what obligation, amounting law considers of trust, it breach not involve though may intentional moral it mistake, true, was delinquency. them, what their required duty according own but, it, sense of being duty confession, own their re- act fusal an outside of the which the im- obligation charter them what posed protect believed they conscientiously to be the franchises of the bank. A sense of and conduct duty an error of and cannot contrary judgment merely,” be so case. It amounted to an illegal application called due to the stockholders of the into bank, which a profits will court its made. inquire prevent equity being as we that the do, action of the Thinking, directors board . ” “ was not error but a breach of judgment .merely duty, bill, is our made opinion they properly parties of a reaches such a case court equity such a circumstances This require. give remedy conclusion makes it notice us to further the unnecessary point that the made counsel suit should have brought corporation, the name of cited the support case of the United Bank of the States v. Osborn. The obvious case is, difference between and that Bank of United States a bill in the circuit the United brought States the district to resist tax under an assessed act of that State, auditor, and executed and' here the