The opinion of the Court was delivered by
Rogers, J.
The only errors which we deem proper to notice, are, 1. Whether a county is liable on a quantum meruit for the expenses incurred in the erection of a county bridge; 2. Whether courts of another county have jurisdiction to try the cause. The 35th section of the Act of the 13th of June 1836, “ An Act relative to roads, highways and bridges,” provides for the manner of authorizing the building of a county bridge. And, by the 36th section, whenever a bridge shall be authorized and recorded as a county bridge, it is made the duty of the commissioners to procure an estimate of the cost, to provide in the county levies the money necessary to defray the same, and to proceed to have such bridge erected, by contract or otherwise, as shall seem to them expedient.
The first step, therefore, is to obtain proper authority to build the bridge; 2. To have an estimate made of the expense, to provide the ways and means for its payment; and lastly, the commissioners are directed to proceed to its erection in the manner directed in the Act. By the last clause, they are empowered to erect the bridge by contract; that is, by persons specially employed at a certain fixed price, or rate; or they may, if they like, build the same under their own immediate inspection and superintendence. The whole spirit and tenor of the Act looks only to these two modes of construction, and this for reasons, the wisdom of which this case illustrates in a striking manner. In no event, and under no pretext, as we conceive, are the commissioners at liberty to exceed the estimated expense of the works; for there is nothing to countenance the idea that the commissioners have authority either directly or indirectly to bind the county to pay the price or value ■ which a jury may affix to it. If this were permitted, there would be little use of the directions in the first clauses of the section. Why have an estimate, or why provide for payment of the ascertained value, if the commissioners are at liberty to disregard it entirely 1 This view of the Act is strengthened by the subsequent sections, which provide for the inspection of the bridge by men appointed by the Court of Quarter Sessions for that purpose, who are also required to deduct from the sum stipulated in the contract, when the work is not approved by the viewers. And the same may be said of the 43d section, which provides for the inspection of the bridge when erected by and under the superintendence of the commissioners. It is remarkable that ample authority to decrease the price is given, but none to increase it, for the reason, already given, that it was on no account permitted to exceed the estimated value. What would become of these salutary checks which the law has wisely imposed on the commissioners and the undertakers, if the contractor were at liberty to go into [186]*186a court of common law, and have his damages assessed or his work valued by a jury ? It requires no prophet to predict the consequences ; for, as is very apparent, there would be no want of pretext to escape from an unprofitable contract. When the work is valued, as is required by the Act, it may be deemed too expensive, compared with its advantages; and a case may be well supposed—nay, has already occurred—where it would be the duty of the commissioners to suspend the erection of the bridge, notwithstanding the injunctions in the Act, which are not in all cases imperative upon them. Public works are usually undertaken by contractors on written proposals. And this induces competition, all the benefits of which -would be lost to the county, if the doctrine contended for by the defendants in error should receive a judicial sanction. That such restrictions are salutary, is plain from the case itself. The original contract price was about $7000, but by the verdict of a liberal jury it is made to cost the county fifty per cent, in addition. The excuse is that there was an alteration in the plan, and also the contractor relies on proof of some loose declarations of one or more of the commissioners, that he should lose nothing by it. This evinces the danger of throwing open a contract between a rich municipal corporation and an individual. This was a mere pretext, for if there were a change of plan, which is very probable will very often be the case, and will be very convenient, what is there to prevent a new contract, or to have a proper estimate made of the increased expense ? It must be remembered that the commissioners are public agents, with authority well defined, and the extent of it well known to the contractors. The public are not to suffer by the fraud or ignorance of either the commissioners or the contractors. Whatever equity the plaintiff may have, and I can conceive of none, he is not entitled to the aid of a court of common law, except so far as is specially directed in the Acts of Assembly. The object of the Acts is to protect counties, by imposing limitations on the power of the commissioners themselves, as well as the citizens with whom they contract.
Next, as to the jurisdiction. It is a strong argument against the decision of the Court of Common Pleas, that this is the first time, at common law, a right has been asserted to sue a public municipal corporation, except in the county where it is located. Although the action may be transitory, yet the forum where suit is brought against the corporation is local. At a very early period after the adoption of the constitution, it was ruled by the courts of the United States that a State was subject to suit by a citizen of another State; and yet it never entered into the mind of any person that the State of Maine, for example, was amenable to the courts of the United States in the State of Georgia. And this may serve to show the distinction between a suit brought against or in favour of a corporation. The latter must be brought against the person wherever he resides or may be found, whereas there is no [187]*187necessity to apply the principle to the latter, because a corporation is local in its character. It does not follow that because they may bring a suit in another county, the same rule may be applied to them when defendant. The reason is not the same, and therefore the law has always been understood to be otherwise. The argument derived from the Act which makes counties and townships bodies corporate, with power to sue and be sued, amounts to nothing; for it only, in these respects, places them on the same footing of other municipal corporations, which have never been liable to action except in the courts of the county where situated. But it is said that a county ought to be an exception, because the jurors and some of the Judges are or may be interested. But the interest of each individual, in a great majority of cases, is so trifling, that experience has taught us that this objection is more fanciful than real. So far is this from being a practical evil, 2-equiring legislative interference, that it seems almost impossible, with all the safeguards provided by law, to protect counties particularly from individual ingenuity and rapacity. And of this the case in hand is an example; and I am sorry to add that cases of the same kind are not of unfi-equent occurrence, as the financial condition of some of the counties 'affords melancholy proof.
But what may be considered conclusive of this point is, that there is no mode of serving process pointed out by the Act, nor can a party reap the fruit of his judgment by execution.
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The opinion of the Court was delivered by
Rogers, J.
The only errors which we deem proper to notice, are, 1. Whether a county is liable on a quantum meruit for the expenses incurred in the erection of a county bridge; 2. Whether courts of another county have jurisdiction to try the cause. The 35th section of the Act of the 13th of June 1836, “ An Act relative to roads, highways and bridges,” provides for the manner of authorizing the building of a county bridge. And, by the 36th section, whenever a bridge shall be authorized and recorded as a county bridge, it is made the duty of the commissioners to procure an estimate of the cost, to provide in the county levies the money necessary to defray the same, and to proceed to have such bridge erected, by contract or otherwise, as shall seem to them expedient.
The first step, therefore, is to obtain proper authority to build the bridge; 2. To have an estimate made of the expense, to provide the ways and means for its payment; and lastly, the commissioners are directed to proceed to its erection in the manner directed in the Act. By the last clause, they are empowered to erect the bridge by contract; that is, by persons specially employed at a certain fixed price, or rate; or they may, if they like, build the same under their own immediate inspection and superintendence. The whole spirit and tenor of the Act looks only to these two modes of construction, and this for reasons, the wisdom of which this case illustrates in a striking manner. In no event, and under no pretext, as we conceive, are the commissioners at liberty to exceed the estimated expense of the works; for there is nothing to countenance the idea that the commissioners have authority either directly or indirectly to bind the county to pay the price or value ■ which a jury may affix to it. If this were permitted, there would be little use of the directions in the first clauses of the section. Why have an estimate, or why provide for payment of the ascertained value, if the commissioners are at liberty to disregard it entirely 1 This view of the Act is strengthened by the subsequent sections, which provide for the inspection of the bridge by men appointed by the Court of Quarter Sessions for that purpose, who are also required to deduct from the sum stipulated in the contract, when the work is not approved by the viewers. And the same may be said of the 43d section, which provides for the inspection of the bridge when erected by and under the superintendence of the commissioners. It is remarkable that ample authority to decrease the price is given, but none to increase it, for the reason, already given, that it was on no account permitted to exceed the estimated value. What would become of these salutary checks which the law has wisely imposed on the commissioners and the undertakers, if the contractor were at liberty to go into [186]*186a court of common law, and have his damages assessed or his work valued by a jury ? It requires no prophet to predict the consequences ; for, as is very apparent, there would be no want of pretext to escape from an unprofitable contract. When the work is valued, as is required by the Act, it may be deemed too expensive, compared with its advantages; and a case may be well supposed—nay, has already occurred—where it would be the duty of the commissioners to suspend the erection of the bridge, notwithstanding the injunctions in the Act, which are not in all cases imperative upon them. Public works are usually undertaken by contractors on written proposals. And this induces competition, all the benefits of which -would be lost to the county, if the doctrine contended for by the defendants in error should receive a judicial sanction. That such restrictions are salutary, is plain from the case itself. The original contract price was about $7000, but by the verdict of a liberal jury it is made to cost the county fifty per cent, in addition. The excuse is that there was an alteration in the plan, and also the contractor relies on proof of some loose declarations of one or more of the commissioners, that he should lose nothing by it. This evinces the danger of throwing open a contract between a rich municipal corporation and an individual. This was a mere pretext, for if there were a change of plan, which is very probable will very often be the case, and will be very convenient, what is there to prevent a new contract, or to have a proper estimate made of the increased expense ? It must be remembered that the commissioners are public agents, with authority well defined, and the extent of it well known to the contractors. The public are not to suffer by the fraud or ignorance of either the commissioners or the contractors. Whatever equity the plaintiff may have, and I can conceive of none, he is not entitled to the aid of a court of common law, except so far as is specially directed in the Acts of Assembly. The object of the Acts is to protect counties, by imposing limitations on the power of the commissioners themselves, as well as the citizens with whom they contract.
Next, as to the jurisdiction. It is a strong argument against the decision of the Court of Common Pleas, that this is the first time, at common law, a right has been asserted to sue a public municipal corporation, except in the county where it is located. Although the action may be transitory, yet the forum where suit is brought against the corporation is local. At a very early period after the adoption of the constitution, it was ruled by the courts of the United States that a State was subject to suit by a citizen of another State; and yet it never entered into the mind of any person that the State of Maine, for example, was amenable to the courts of the United States in the State of Georgia. And this may serve to show the distinction between a suit brought against or in favour of a corporation. The latter must be brought against the person wherever he resides or may be found, whereas there is no [187]*187necessity to apply the principle to the latter, because a corporation is local in its character. It does not follow that because they may bring a suit in another county, the same rule may be applied to them when defendant. The reason is not the same, and therefore the law has always been understood to be otherwise. The argument derived from the Act which makes counties and townships bodies corporate, with power to sue and be sued, amounts to nothing; for it only, in these respects, places them on the same footing of other municipal corporations, which have never been liable to action except in the courts of the county where situated. But it is said that a county ought to be an exception, because the jurors and some of the Judges are or may be interested. But the interest of each individual, in a great majority of cases, is so trifling, that experience has taught us that this objection is more fanciful than real. So far is this from being a practical evil, 2-equiring legislative interference, that it seems almost impossible, with all the safeguards provided by law, to protect counties particularly from individual ingenuity and rapacity. And of this the case in hand is an example; and I am sorry to add that cases of the same kind are not of unfi-equent occurrence, as the financial condition of some of the counties 'affords melancholy proof.
But what may be considered conclusive of this point is, that there is no mode of serving process pointed out by the Act, nor can a party reap the fruit of his judgment by execution. The serviee of process against corporations, and against counties and townships, is regulated by the Act of the 13th of June 1836, § 41 and 42, and the Act of the 15th of Apr’il 1834; and in neither Act is authority given to serve process, in any county except where they are located, unless as in the 42d section, where it is provided that in actions for damages, occasioned by a trespass or injury done by a corporation, where the officers of the corporation, or any of them, shall not reside in the county in which the trespass or injury shall be committed, process may be served in any county or place where they may he found. This provision would be totally unnecessary if the doctrine that a corporation is sueable in any county of the State be correct. It shows the legislative sense of the law in making provision for a case depending on peculiar circumstances. The manner of issuing executions against corporations is pointed out in the 72d and following sections of the Act of the I6th of June 1836, in which there is no indication of any authority for the courts of one county to issue an execution against a corporation located in a different county. And this indeed is true of all corporations whatever; much less would the court of Northampton have power to enforce a judgment rendered against another county — counties, townships, or other public corporate bodies, being expressly excepted from the operation of the Act. It would evince but little wisdom in the Legislature to give an action, without giving the courts power to cause process to be. [188]*188served to enforce their judgments by execution; and hence an argument of no inconsiderable weight, that it was not intended to make any alteration in the law as to the forum before which the action was to be brought. There is not the slightest necessity for 'such a change. It is true, that there may be cases in which prejudices may operate to the disadvantage of suitors; but this may happen where the contest is between citizens, and the only remedy in either case is by a change of venue. The case in 2 Mass, does not apply, as that depends on Acts of their own. It may be further proper to add, that when this case was here before, the points now ruled were carefully avoided by the court.
Judgment reversed.