President of the Miners' Bank of Dubuque v. United States ex rel. Grant

1 Morris 482

• Court: Supreme Court of Iowa
• Decided: January 15, 1846
• Status: Published

Opinion

Per Curiam,

Mason, Chief Justice.

The validity of the late act of the legislative assembly of this territory,-repealing the charter of the-Miners’ Bank of Dubuque, is brought up now for adjudication. Gn the-cpie side it is contended, that all acts of incorporation of this kind may be rightfully repealed, whenever, in the opinion of the legislature, the public good requires it; that the primary object of the incorporation of a bank, is the public convenience ; that the furnishing of a circulating medium, to serve as money, is a high attribute of sovereignty; that if one legislature has the right to delegate this power, another may resume it, and that a bank is only to be regarded in the same light as a public ofKcer of the government, whose Office may be abolished at any lime, and the incumbent discharged, by an act of the legislature. On the other it is contended that such an act of incorporation is a mere private contract, and for that reason, placed beyond the reach of hostile legislation.

The power of our legislature being confined to “ rightful subjects of legislation,” and the bill of rights contained in the ordinance of 1787, having declared that the legislature ought not to interfere with private contracts .previously formed in good faith; such contracts are just as sacred here, as they are under the federal constitution within tito States. The principle is well settled in the States, that a public corporation is always under the control of the legislature, but that a private corporation, or a private grant, is protected from legislative encroachment. A public corporation is one created for public purposes, though private rights and interests are often therein deeply involved. The charier of a town or city is none the less subject to the'legislative will, from the fact that a change therein, or an absolute repeal thereof, will injuriously affect the individual interests of the corporators.

If, therefore, the primary object in the incorporation of a bank, is the promotion of the public welfare, it is a public corporation, and under the entire control of the public will, as expressed through the legislature. But, if the chief purpose of such charters is the promotion of private interests, and the conferring of favors upon individuals, the analogy of decisions would seem to point to the conclusion that the legislature would not possess the general power of repeal. Some of tho adjudged cases go far to sustain lite former of these views in relation to bank charters. See Bank of Utica vs. Smedes, 3 Cowen, 684; and Young vs. Bank of Alexandria, 4 Cranch, 384, 388.

But whatever difference of opinion may be entertained on this subject, the riiilil of repeal is clearly unquestionable where such right is stipulated for, in the charter itself. Even if it is to be regarded ns a private contract, it is certainly no breach of that contract to insist upon, and enforce its own terms and conditions. It is insisted that the stockholders of the Miners’ Bank of Dubuque accepted this charter under such an express stipulation. ^

The 23d section of that charter provides “jhat if said corporation shall fail to go into operation, or shall abuse or misuse their privilege* under this charter, it shall be in the power of the legislative assembly of this territory, at any lime to annul, vacate, and make void this charter,” Was it the intention of the legislature by this provision, to reserve to. themselves the right of repeal after, by a judicial investigation, it had been ascertained that some of the above mentioned contingencies had happened, or is if, by a fair construction, to be inferred, that they intended to reserve to themselves the power of determining upon the happening of those contingencies? Wo think the latter the most reasonable interpretation of the language used.

Suppose the bank had failed altogether to go into operation, must there have been a trial by jury to ascertain that fact, before the legislature could repeal the act of incorporation? Or suppose there had been such an abuse or misuse of the privileges granted, as is contemplated by this provision of the charter, how is a judicial inquiry to be instituted ? Would the court act as a- committee of the legislature for the purpose of collecting evidence, in order to enable the latter to make a decree? Where would it find authority for such a course? AUju- - dicial proceedings contemplate final judicial action. If upon the alie- , gation that the contingencies provided for in the above mentioned clause of the charier had happened, and a writ of quo warranlo were to issue, and the truth of the allegations should be fully sustained, it would be the duty of the court to annul the charter by its own decree, and not stop short while in full career, and turn the case for this purpose over to the legislature. Nor can we presume the legislature to have been guilty of the absurdity of reserving to itself the right to repeal a charter, only after the same had been vacated, and declared null and void, by a dacree from the proper court. It is our duty so to construe all ■ s'alutes as to give force and meaning to all their provisions, where it ⅛ possible so to do. The legislature, through its committees*’ have the means of investigating facts, and we have little doubt, but what by a proper construction of the repealing power above set forth, they reserved to themselves the right to annul the charter of the 'frank, whenever» through their own appropriate organ, it had been ascertained thahajiy, of the contingences therein provided for, had happened. , It amounteJ to an absolute power of repeal, coupled with a legislative pledge that such power should never be exerted only in the cates therein provided.

This view of the case is strengthened by another circumstance. Ills a well known historical fact, that at the passage of this act of incorporation, the unqualified right to repeal any bank charter was warmly contended for by many of the presses and public men in the country. T-he charter of the bank of the United States had recently been revived by the legislature of the State of Pennsylvania, and had added much to the warmth and importance of the discussion. It was doubtless for the purpose of setting that question at rest, so far as related to the banks they were about to create, that the legislature of Wisconsin reserved to itself this power of repeal. Acting within the scope of their authority, their decision is final, and we cannot look behind it. It follows that the demurrers were properly sustained, and the decree of the District Court is accordingly affirmed.