of this constitutional provision as applicable to municipalities are given in the note. tutional. Ayeridge v. Comm'rs, 60 Ga. 404. A statute designated in its title as an amendment to a city charter, but which embraces objects foreign to the charter, is in conflict with the Constitution and void. Williamson v. Keokuk, 44 Iowa, 88 (1876). The judgment in the case last cited would seem to be of doubtful correctness upon the facts. In determining whether a law be in conflict with the provision of the Constitution, the unity of the object is to be looked for in the ultimate end to be attained, and not in the details leading to that end. State, &c. v. Co. Judge, 2 Iowa, 280; People v. Mahaney, 13 Mich. 481 (1865), holding that the title of "an act to establish a police government for the city of Detroit," was sufficiently specific; approved, White v. Lincoln, 5 Neb. 505, (1877); Atty. Gen. v. Bradley, 36 Mich. 447 (1877); People v. Hurlbut, 24 Mich. 44 (1871); s. c. 9 Am. Rep. 103. Construction of similar constitutional provision. Arnoult v. New Orleans, 11 La. An. 54; Kathman v. New Orleans, 11 La. An. 145; People v. Mellen, 32 Ill. 181; Railroad Co. v. Gregory, 15 Ill. 21 ; Davis v. State (inspection act for Baltimore), 7 Md. 151; Annapolis v. State, 30 Md. 212; Lafon v. Dufrocq, 6 La. An. 350; Re Airy Street, 113 Pa. St. 281 (1886); Re Phoenixville, 109 Pa. St. 44; Ottawa v. People, 48 Ill. 233 (1868); Miles v. Charleton, 29 Wis. 400 (1872); Murdock v. Woodson, 2 Dillon, C. C. R. 188 (1873); Hubert v. People, 49 N. Y. 132 (1872); State v. Union, 33 N. J. L. 350 (4 Vroom), where the subject is fully discussed. Montclair v. Ramsdell, 107 U. S. 147, in which Mr. Justice Harlan quoted the opinion in State v. Union, supra, and added, "The objections should be grave, and the conflict between the statute and the Constitution palpable, before the judiciary should disregard a legislative enactment upon the sole ground that it embraced more than one object, or if but one object, that it was not sufficiently expressed by the title." Montclair v. Ramsdell, supra, followed in State v. Comm'rs of Duval Co., 23 Fla. 483 (1887). See, also, State v. Elvins, 32 N. J. L. (3 Vroom), 362; State v. Newark, 34 N. J. L. (5 Vroom) 236; In re Comm'rs of Elizabeth, 49 N. J. L. (20 Vroom), 488; Sedgwick Co. v. Bailey, 13 Kan. 600 (1874); Comm'rs of Marion Co. v. Comin'rs of Harvey Co., 26 Kan. 181; Devlin v. New York, 63 N. Y. 8 (1875); People v. Willsea, 60 N. Y. 507 (1875); Tecumseh v. Phillips, 5 Neb. 305 (1877); Dows v. Town of Elmwood, 34 Fed. Rep. 114; Baltimore & Ohio R. R. Co. v. County of Jefferson, 29 Fed. Rep. 305. An act public in its nature, in which the people of the whole State have an interest, but which specially concerns the property and rights of a portion of the people of the State, is a local act within the meaning of the Constitution of Illinois, 1848 (art. 3, sec. 23), requiring the subject thereof to be expressed in the title (citing and reviewing various cases in Illinois and elsewhere on this subject). Applying these principles to an act of the Illinois legislature of April 16, 1869, known as the Lake Front Act, entitled "An act in relation to a portion of the submerged lands and Lake Park grounds lying on and adjacent to the shore of Lake Michigan on the eastern frontage of the City of Chicago," it was held that since the general subject of that act was the disposal of lands on and adjacent to the shore of Lake Michigan on the eastern frontage of Chicago, the subject was sufficiently expressed in the title within the meaning of the Constitution, which provides that all local laws must contain but one subject, which must be expressed in the title. Illinois v. Ill. Cent. R. R. Co. (Lake Front Case), 33 Fed. Rep. 730 (Harlan and Blodgett, JJ.). Where the act has but one general object it is sufficient if the object or subject is fairly expressed in the title. White v. Lincoln, 5 Neb. 505 (1877); Black v. Cohen, 52 Ga. 621 (1874); Lockport v. Gaylord, 61 Ill. 276 (1871), where a curative act legalizing warrants was held invalid because it did not set forth the subject-matter in the title. In Watertown v. Fairbanks, 65 N. Y. 588 (1875), a legislative act vali dating previous illegal assessments was held to conflict with the constitutional requirement (art. 3, sec. 16), that no private or local bill shall embrace more than one subject, and that shall be expressed in the title." An act entitled "An act to legalize and authorize the assessment of street improvements and assessments," not specifying any city or locality, held not sufficiently to express the subject of the act, which was solely to legalize certain proceedings of the common council of a single city. Durkee v. City of Janesville, 26 Wis. 697. Under an act to revise the charter of a specified city, there may be conferred upon the municipality the usual legislative, taxing, judicial and police powers, including the creation of a city court. This is but one subject, and a charter with such a title does not infringe the provision of the Constitution that no local bill shall embrace more than one subject which shall be expressed in its title. Harris v. People, 59 N. Y. 599 (1875), where Folger, J., explains the object of this constitutional provision to be "to prevent the joining of one local subject to another or others of the same kind, or to one or more general subjects, so that each should gather votes for all; and to advise the public and the locality, and the representatives of the locality and of other parts, of the general purpose of the bill, so that those interested might be on their guard as to the whole or as to the details.' People v. Supervisors, 43 N. Y. 10. See also Sullivan v. New York, 53 N. Y. 652 (1873); Volkening, In re, 52 N. Y. 650 (1873); Astor, In re, 50 N. Y. 363 (1872); Mayer, In re, 50 N. Y. 504 (1872); and People v. Briggs, 50 N. Y. 553, where the purpose of the constitutional provision is well expounded by Church, C. J. People v. Rochester, 50 N. Y. 525 (1872). word "private" (art. 3, sec. 16, supra) refers to "persons," the word "local" to territory." People v. O'Brien, 38 N. Y. 193; People v. Supervisors, 43 N. Y. 10; People v. Hills, 35 N. Y. 449, 451. The The constitutional provision in New York as to the title of local and private bills (art. 3, sec. 16, supra), underwent careful consideration in the Court of Appeals in the great cases of Astor and Bailey v. New York Arcade Railway Co. (1889) (not yet reported, but will probably appear in 113 or 114 N. Y. Rep.), relating to the right of the defendant company to construct an underground railway in Broadway and Madison Avenue in New York City. It was incorporated in 1868, by a local and private act to transmit packages and merchandise by means of pneumatic tubes. In 1873, by local and private act its charter was amended, and the title thereof expressed that it was an act "to provide for the transportation of passengers in said [pneumatic] tubes." In the body of this amended act, however, the corporation was given authority to construct and operate an ordinary railway under the said streets. The amended act of 1873 was held to be unconstitutional because the title was deceptive. Giving the judgment of the court on this point, Earl, J., said: "The construction of such a railway [an ordinary railroad] by such a corporation is certainly a subject not expressed in the title of the act. The only subject there indicated is the transportation of passengers and property through pneumatic tubes by atmospheric pressure. A title purporting that an act provides for pneumatic transportation, would not be sufficient for an act authorizing the construction and operation of a horse railway or a steam railway, as a title purporting that an act authorizes a line of omnibuses for the transportation of passengers would not be sufficient for an act authorizing the construction of a railway for the same purpose. The constitutional provision referred to has been deemed by statesmen and jurists - conditores legum - of so much importance that it is found in the fundamental law of most of the States. purpose is to prevent fraud and deception by concealment in the body of acts subjects not by their titles disclosed to the general public, and to legislators who may rely upon them for information as to pending legislation. When the subject is expressed, all matters fairly and reasonably connected with it, and all measures which will or may facilitate its accomplishment, are proper to be incorporated in the act, and are germane to the title. The title must be such at least as fairly to suggest or give a clue to the subject dealt with in the act, and unless it comes up to this standard it falls below the constitutional Its requirement (The Mayor, &c. v. Colegate, 12 N. Y. 146; People v. Hills, 35 N. Y. 449, 452; Matter of New York, &c. Bridge, 72 N. Y. 527; Matter of Application of Department of Public Parks, 86 N. Y. 439; People v. Whitlock, 92 N. Y. 191; Matter of Knaust, 101 N. Y. 188; Cooley, Constitutional Limitations, 141). Here the only subject suggested by the title is the transportation of passengers and property through pneumatic tubes, by atmospheric pressure, and everything appropriate and germane to that subject could be pro vided for in the act. But a person read. ing the title alone would have no clue whatever to the great railway scheme ac tually authorized by the act.' If, however, a local act contains a subject which is properly expressed in its title it is valid as to that subject although it is invalid as to a subject not expressed. Van Antwerp, In re, 56 N. Y. 261, 267 (1874); S. P. McGee's Appeal, 114 Pa. St. 470, 478 (1886); Dewhurst v. Allegheny City, 95 Pa. St. 437; Cooley, Const. Lim. 148. CHAPTER IV. PUBLIC AND PRIVATE CORPORATIONS DISTINGUISHED. LEGISLATIVE AUTHORITY AND ITS LIMITATIONS. § 52 (29). Public and Private. A fundamental division of corporations, heretofore adverted to, is into public and private.1 The Court of California, corporations should be divided into three classes, to wit: Public municipal corporations, the object of which is to promote the public interest; corporations technically private, but of a quasi public character, having in view some public enterprise in which the public interests are involved, such as railroad, turnpike, and canal companies; and corporations strictly private. Miner's Ditch Co. v. Zellerbach, 37 Cal. 543 (1869). The opinion of Sawyer, C. J., in this case, is able and instructive. The author prefers the ordinary division of corporations into public (which includes municipal) and private. The Civil Code of California thus defines public and private corporations (sec. 284): "Corporations are either public or private. Public corporations are formed or organized for the government of a portion of the State; all other corporations are pri vate." Construing this section, it was held in Dean v. Davis, 51 Cal. 406, 410, that a levee district formed under an act of the legislature for reclamation purposes was a public corporation. Crockett, J., says: "It is true, perhaps, that it was not formed or organized for the govern. ment of a portion of the State, in the broadest sense of the term; nevertheless it exercises certain governmental functions within the district. To constitute a public corporation, it is not essential that it shall exercise all the functions of gov ernment within the prescribed district." S. P., see, also, People v. Reclamation District, 53 Cal. 346; Hoke v. Perdue, 62 Cal. 545. See Foster v. Fowler, 60 Pa. St. 27 (1868), in which a company 1 Ante, chap. ii. secs. 19-27. In Mills v. Williams, 11 Ired. (N. C.) Law, 558, (1854). Pearson, J., commenting on the common division of corporations, says: "The purpose in making all corporations is the accomplishment of some public good. Hence, the division into public and private has a tendency to confuse and lead to error in investigation; for, unless the public are to be benefited, it is no more lawful to confer exclusive rights and privileges' upon an artificial body than upon a private citizen. The substantial distinction is this: Some corporations are created by the mere will of the legislature, there being no other party interested or concerned. To this body a portion of the power of the legislature is delegated to be exercised for the public good, and it is subject at all times to be modified, changed, or annulled. Other corporations are the result of contract. The legislature is not the only party interested; for, although it has a public purpose to be accomplished, it chooses to do it by the instrumentality of a second party. These two make a contract. The expectation of benefit to the public is the moving consideration on one side; that of expected remuneration for the outlay is the consideration on the other. It is a contract, and, therefore, cannot be modified, changed, or annulled without the consent of both parties. Counties are an instance of the former, railroad and turnpike companies of the latter class of corporations." This recog nizes the substantial difference between the two classes of corporations, and is, in effect, a criticism upon the names by which they are distinguished. According to the view of the Supreme created to supply a city with water was importance of this distinction cannot be too much emphasized, since upon it are based the legal principles which so broadly distinguish the two classes of corporations. With private corporations the present work has no other concern than to point out by way of illustration wherein they differ from those which are public. Both classes are alike created by the legislature, and in the same way,- by special charter or under general incorporation acts. Private cor § 53. "Private" defined; Dartmouth College Case. porations are created for private, as distinguished from purely public purposes, and they are not, in contemplation of law, public, because it may have been supposed by the legislature that their establishment would promote, either directly or consequentially, the public interest. They cannot be compelled to accept a charter or incorporating act. The assent of the corporation is necessary to make the incorporating statute operative; but when assented to, the legislative grant is irrevocable, and it cannot, without the consent of the corporation, be impaired or destroyed by any subsequent act of legislation, unless the right to do so was reserved at the time. The celebrated Dartmouth College Case,2 by its construction of the Federal Constitution, incorporated, wisely or otherwise, into American jurisprudence the principle which has been attended with such important practical consequences, namely, that privileges and franchises granted by legislative act to a private corporation, when accepted, constitute held to be a public, as distinguished from right remain to be yet fully determined. a private corporation. Unless there is An enactment exercising this right might some special constitutional restriction, the be of such a nature as to deprive the corlegislature of a State may regulate the poration of its property without due compensation of grain elevators and pub- process of law. lic warehouses, and fix a maximum rate of charges. Munn v. People, 69 Ill. 80 (1873). Affirmed in the Supreme Court of U. S. Munn v. People, 94 U. S. 313 (1876). The same principle, as respects the legislative right to regulate the charges for railway transportation services, was asserted and applied by the Supreme Court of the United States in what is popularly known as the " granger cases. Chicago, B., & Q. R. R. Co. v. Iowa, 94 U. S. 155; Pike v. Chicago & N. W. R. R. Co., 94 U. S. 164; Lawrence v. Chicago & N. W. R. Co., 94 U. S. 164; Chicago, M., & St. P. R. Co. v. Ackley, 94 U. S. 179; Winona & St. P. R. Co. v. Blake, 94 U. S. 181; Southern Minn. R. R. Co. v. Coleman, 94 U. S. 181; Stone v. Wisconsin, 94 U. S. 181. The limitations upon this general 1 Ante, sec. 44. 2 Dartmouth College v. Woodward, 4 Wheat. 518. All attempts to overthrow this judgment have failed In the great case of the People v. O'Brien, Receiver, arising out of the acts of the legislature of New York in 1886, repealing the charter of the Broadway Surface Railway Company, and dissolving that corporation, decided by the Court of Appeals of New York (111 N. Y. 1, 1888), Ruger, C. J., speaking of the Dartmouth College Case, says: Although it has sometimes been criticised, it has been uniformly acquiesced in by the courts of the several States as the law of the land, and may be regarded as too firmly settled to admit of question or dispute." Infra, sec. 68 a; post, sec. 112. |