The Supreme Court determined the case against the plaintiffs, on the sole ground that there was no prohibition contained in the legislative enactments which constitute the plaintiffs' charter against the erection of other bridges over the same stream and in the vicinity of their bridge. But that court was of the opinion, both at the special and the general term, that if the restriction contained in the charter of the Delaware Bridge Company had been incorporated in the plaintiffs' charter, it would have constituted a contract between the State and the corporators which would have been within the protection of the provision of the Constitution of the United States which forbids the passage of any law by a State impairing the obligation of contracts; and the learned justice who determined the case at the special term has prepared an extended statement of the reasons for that opinion, in which I understand the general term substantially to concur. We have recently had occasion to examine the same point in another case, where, although the cause was decided on other grounds, we came to the conclusion that the legislature might, for the benefit of the corporators, annex to a grant of corporate franchises a restriction upon legislative power over a particular subject, which would bind the State, and all claiming under it, as constituting one of the terms of a contract which could not, consistently with the Federal Constitution, be impaired, as to its obligatory effect, by subsequent legislation. (In the matterof Oliver Lee Co.'s Bank, 21 N.Y., 9.) In this class of cases, which involve questions arising under the Constitution of the United States, we receive the matured judgments of the Supreme Court of the Union *Page 119 as authentic evidence of the law, because it is the tribunal which the Constitution itself has appointed to decide such questions; and our judgments are subject to review there, and to be reversed if they shall fail to conform to the law as laid down. In a series of decisions, commencing with Fletcher v.Peck (6 Cranch, 87), embracing Dartmouth College v.Woodward (4 Wheat., 518), and other intermediate ones, and coming down to the modern cases of The State Bank of Ohio v.Knoop (16 How., 369), and Dodge v. Woolsey (18 id., 331), the doctrine is firmly settled that a grant or other executed conveyance is a contract, in the sense of the Constitution; that grants and conveyances made by means of statutes passed by the State legislatures are equally within the Constitution as private grants between individuals; and that a State may, by means of a grant effected by a public statute, impose restraints upon the law-making power, which restraints it is not within its competency to abrogate by a subsequent statute. The cases referred to from Howard's Reports are striking examples of restrictions upon the power of taxation over particular subjects, effected by statutes granting corporate franchises, but which, as it was held, the State could not by any subsequent act of legislation remove. (See also The Ohio Life and Trust Co. v.Debolt, 16 How., 427, per TANEY, Ch. J.) The force of this course of decision is not at all weakened by the judgment in the case of The Charles River Bridge v. The Warren Bridge (11 Peters, 420), in which, though it was held that the exclusive right of the plaintiffs could not be sustained, the decision was placed wholly upon the ground that the plaintiff's charter did not, by its terms, or by any allowable implication, forbid the legislature from authorizing the establishment of another bridge. The opinion of the court, pronounced by Mr. Chief Justice TANEY, proceeds throughout on the assumption that the legislature of Massachusetts was competent to bind itself to an engagement against the erection of another toll bridge, and insists only that, in the case before it, it had not done so. The case may contain doctrines in respect to the construction of statutes applicable to the present case; but it plainly concedes *Page 120 that where, in the charter of a bridge company, there is an explicit prohibition against establishing another bridge, it is binding upon the State, and the obligation cannot be renounced by succeeding legislatures. The doctrine has recently been reasserted in the Supreme Judicial Court of Massachusetts, in the case in which the charter of an early railroad company contained a provision that no other railroad than the one thereby granted should, within thirty years after the passage of the act, be authorized to be made upon the same route. Charters were subsequently granted by the legislature to several railroad corporations, which, together, authorized a line of railroads nearly corresponding with the plaintiff's road. The court, after hearing an elaborate argument, and by a carefully prepared opinion by the late Chief Justice SHAW, decided in favor of the plaintiff's claim to an exclusive right, and gave judgment for an injunction against operating the defendant's roads.
The most serious question, therefore, in the present case is, whether the prohibition against constructing other bridges within a distance of two miles is part of the charter of the Chenango Bridge Company.
It will be seen that the act of 1805 provides for the incorporation of two separate bridge companies, one of which was to be called the President and Directors of the Delaware Bridge Company, and to have for its object the erection of a bridge across each of the two branches of the Delaware river, where the turnpike road passed over them; and the other to be called "The Susquehanna Bridge Company," for the construction of two other bridges to be laid across the Susquehanna and the Chenango rivers respectively, at points indicated. The series of provisions respecting these companies is introduced by a very significant preamble. It sets forth an urgent public necessity for these bridges, by declaring in effect that the motives which led to the incorporation of the turnpike roads, provided for in the same act, cannot be carried into full effect, or the public convenience promoted, without the bridges. It then sets out the necessity which was thought *Page 121 to exist of extending extraordinary encouragement to the enterprise, on account of the difficulty of the work, its exposure to injury from sudden freshets, and the probability that "a frequent renewal of the whole capital" would be required to secure permanent and durable bridges. This recital is introductory of, and applies equally to, the subsequent provisions respecting each of the bridge companies, and is, therefore, as applicable, so far as appears, to the bridge over the Chenango as to either of the others. Its object is to explain the reason for offering the peculiar inducements which are held out to encourage parties to undertake the several enterprises, in order that those who might in future years be called upon to expound the act may understand the motives which led to its enactment. These inducements consist in the rates of toll allowed to be taken, the duration of the charters, and especially, as it seems to me, in the provision for securing the corporators against interference with the franchises granted, by the establishment of ferries or the erection of competing bridges. As these inducements were, so far as the act discloses, equally necessary to promote the erection of each of the bridges, there is no reason, a priori, for supposing that the Chenango bridge was not as fully within the intention of the legislature, in offering them, as either of the other three bridges. We are to look also into the system upon which the several detailed provisions are framed and adjusted to the two corporations; and the scheme was this: to provide in the outset for the formation of one of the corporations (the Delaware Company being chosen) and to attach primarily to that one all the provisions and regulations which it was thought expedient to enact respecting both companies, and then to provide for the incorporation of the other company, and to adapt these provisions and regulations to that corporation by brief words of reference. The act is obviously drawn in conformity to this system. Among the special provisions which are numerous and are set down in great minuteness of detail, employing some fifteen sections, is that one which declares that it shall not be lawful for any person to erect any bridge or establish any ferry across the *Page 122 said west and east branches of the Delaware river, within two miles either above or below the bridge to be erected and maintained in pursuance of the act. The Delaware Bridge Company being thus fully constituted, the Susquehanna Company is then provided for in a single section. The location of the two bridges to be constructed by that company is fixed, and the name of the corporation is stated; and the section then proceeds to declare that the said Susquehanna Bridge Company "and their successors and assigns shall and may have perpetual succession, and shall be and hereby are invested with all and singular the powers, rights, privileges, immunities and advantages, and shall be subject to all the duties, regulations, restraints and penalties, which are contained in the foregoing incorporation of the Delaware Bridge Company;" and it declares that "all and singular the provisions, sections and clauses thereof, not inconsistent with the particular provisions herein contained, shall be and hereby are fully extended to the president and directors of this incorporation." The section then provides for commissioners to open the books of subscription to the stock, and for the rate of tolls, which are to be the same for the bridge over the Chenango river as are provided respecting one of the bridges of the Delaware Company, and for the bridge over the Susquehanna, one-third more; and this is all which is said respecting this company. The intention of giving to the two companies precisely the same facilities, and of making them, as far as possible, exactly similar in all respects, is very apparent. The draftsman was assiduous in bringing together a great many words to express that intention, and was apparently fearful that some ingenious criticism would find grounds to distinguish between them, contrary to what he intended. Now as these charters were designed to continue for thirty years, and could not be expected to be immediately profitable, the provision forbidding competition must have been regarded as of great importance. The adventurers must necessarily look to the future for their reimbursement for the outlay which they must immediately incur; but in order to rely upon that resource, *Page 123 they, we may suppose, required a guaranty against other competitors for the profits of the transit across the river, which the increase of population and the opening of the country to settlements were expected to bring. Such a guaranty was inserted in very explicit language, in the provisions respecting the bridges spanning the Delaware. If that guaranty is not also applied to the bridges of the other company, it was undoubtedly owing to an accidental omission, the motives for attaching it to these bridges being equally cogent as in the case of those crossing the Delaware; and the general intention to give each of the companies a charter exactly similar, being, as has been mentioned, abundantly apparent.
With this general outline of the statutes, we are prepared to examine the particular mode of reference by which the restraint in question is supposed to be engrafted upon the charter of the Susquehanna Bridge Company. That company is invested with all the rights, privileges, immunities and advantages of the Delaware Company. If the language of the provision respecting that company had been that no person should erect a bridge or establish a ferry within two miles either up stream or down stream from the bridges erected by them, this power of excluding competition would have been a right and a privilege, and moreover an immunity and an advantage, which, beyond all question, would have been annexed to the Susquehanna company equally with the Delaware company. But the prohibition is, in terms, against erecting a bridge across either of the branches of the Delaware river within the prescribed distance; and it is because the streams of water are named, that it is argued that the prohibition cannot be applied by the modes of reference which are used to the bridges over the other streams. It is very true that a provision incorporated into the Susquehanna charter, that bridges should not be erected over the Delaware river, would be idle and absurd. But I am of opinion that the construction contended for by the defendants would be too narrow and literal. It was, I think, the substance of the provision in the first mentioned charter, as distinguished from the verbal *Page 124 phraseology, which was to be imported, by means of the words of reference, into the other. Reasonable consideration should be given to the theory on which the act was framed. The form adopted was resorted to in order to avoid tedious repetition; but great care was taken that no provision relating to the former company should be left out in the other. This is obvious from the further language of the section. As all the rights, privileges, c., of the Delaware company were conferred upon the other, the latter was also charged, as was manifestly just, with all the duties, restraints and penalties, which had been enacted respecting the first named company; and for abundant, if not by excessive caution, it was added that all the provisions, sections and clauses of the Delaware charter, not inconsistent with the particular provisions contained in the act should be "fully extended" to the Susquehanna company. The substance of the provision against competition was not at all inconsistent with anything contained in the act, but was perfectly homogeneous with its scope and intention. A literal construction which should shut out from the Susquehanna charter all the provisions primarily annexed to the incorporation of the Delaware company, which could not be transplanted in hœc verba into the other, would quite subvert the intention of the legislature. The act gives, in quotation marks, the form of the subscription paper to the stock; and the promise contained in it is to pay the sums subscribed to "The President and Directors of the Delaware Bridge Company." It would, of course, be absurd to use such a paper for obtaining subscriptions to the stock of the Susquehanna company. Then the provision for inspection requires the official action of the judges of the Court of Common Pleas of the county of Delaware; and yet it is preposterous to suppose that they were to go out of their own county to inspect the bridges at Chenango Point, while there were judges of the same grade in the proper county. So in regard to the directions for publishing notices of the meeting of the stockholders to choose directors. They are adjusted to the locality of the Delaware bridges, and would have to be *Page 125 accommodated to the other locality, or they could not be used.
It is argued by the defendants' counsel that settled rules of interpretation forbid a liberal construction of statutes of the character of that under consideration. If by such a construction is meant the giving a statute a scope beyond the language, for the purpose of embracing cases of a similar character with those provided for in terms, by means of what is called an equitable construction, I admit that such an interpretation cannot be given to statutes like this one, which does, upon the plaintiffs' construction, prohibit what would otherwise be a matter of right. It is, no doubt, of the class of enactments which the courts ought not to interpret in equity, as is shown by the cases to which the defendants' counsel have referred. The most prominent one is The Stourbridge Canal Company v. Wheeley (2 Barn. Adolph., 792.) The proprietors of a canal, constructed pursuant to an act of Parliament, were authorized to exact certain tolls upon every ton of goods, in boats, navigated on any part of the canal, and which should pass through one or more of the locks. A portion of the canal was capable of being navigated without the necessity of passing through any of the locks, but it was held that toll could not be exacted unless there was an actual passage through a lock. The case was not within the letter, though it was, perhaps, within the equity, of the act; but in such a case an equitable construction was not admissible. In the present case, I think the prohibition respecting other bridges is incorporated into the Susquehanna corporation by the very words used by the legislature. They are broad enough to embrace the substance and real meaning of the provision. The only question is one of intention; and I have already stated my reasons for thinking that there was a plain design on the part of the legislature, that the two corporations should be precisely alike in this as well as in all other particulars, except the different points at which the bridges were to be erected.
But it is argued on behalf of the defendants that the prohibition against the erection of other bridges within a given *Page 126 distance, even if it is incorporated into the Susquehanna charter, does not disable the legislature from passing a law authorizing other bridges to be erected, but that it is only a restraint upon unauthorized individuals. In determining this point we must keep in mind that the provision against competing bridges is one of the terms of a contract between the corporators and the State; that the legislature, acting in behalf of and fully representing the State, and being the law-making power of the State, was virtually the party bound by the prohibition; and that the object of inserting it in the act was to secure to the adventurers a more certain provision for the reimbursement of the moneys which they would have to expend in constructing the bridges. If the legislature was competent to license another association of adventurers to build competing bridges at a considerable distance of time, but within the continuance of the charter, they could do it at any earlier period, or as soon as the first bridges were constructed; and if they could license others by granting to them an act of incorporation, a fortiori they could erect a free State bridge, and thus remove all obstructions to the passage of the river, otherwise than upon the plaintiffs' bridge. I think such a construction would do great violence to the true meaning of the contract. The legislature must be understood to have offered to the parties proposing to erect the bridges that they should receive toll at the rates mentioned in the act, and that they should not be subject to be interfered with or diminished by competing bridges, erected within the prescribed distance. Such is the substance of the undertaking on the part of the public. If the legislature were left free to erect bridges themselves, or to license others to do so, the provision would be wholly illusory. We can have no idea of a contract where one of the parties only is bound, or of a contract annexed to a grant which may be renounced by one of the parties as soon as it was made. The position of the defendants' counsel does, at first view, appear to derive some support from the case of Thompson v. The New York and Harlem RailroadCompany (3 Sandf. Ch., 625, 659). In that case the plaintiff's toll bridge *Page 127 across the Harlem river was erected pursuant to an act of the legislature which contained a prohibition, in terms, very similar to that which we are considering; and the violation of their rights, of which the plaintiff complained, was the passage of the Harlem railroad across the river by means of a bridge. The learned Vice-Chancellor (SANDFORD) declared that this was not such an interference as was contemplated by the prohibitory provision; a railroad bridge being, as he conceived, incapable of being used for the passage of any vehicle, animal or foot bridge were entitled to receive toll. He added, in effect, that if the progressive spirit of the age had developed and matured a mode of conveying passengers and freights from place to place, across rivers and over morasses, which was unknown when the act chartering the plaintiffs' bridge was enacted, there could be no doubt that the legislature, in the exercise of its sovereign duty to provide ways and means for the use of the people, might authorize the construction and use of such new invention, although the necessary consequence might be that the former modes of conveyance would be superseded, and that those who were profitably engaged in their pursuit would be subjected to the loss of their business and capital. I entirely concur in this view, and consider it quite sufficient for the decision of that case in favor of the defendant. The same point had been decided the same way by Chancellor WALWORTH, in The Mohawk BridgeCompany v. The Utica and Schenectady Railroad Company (6 Paige, 554). But the Vice-Chancellor, in the Harlem railroad case, in addition to the satisfactory ground for his judgment which I have mentioned, remarked that the act chartering the plaintiffs' bridge did not declare that the legislature would not permit another bridge to be erected. "Indeed," he added, "the declaration inserted in the second section (the prohibitory clause) was evidently aimed at the rights which it was supposed the inhabitants of Morrisania and Harlem might claim under their old patents, rather than to any interference by others with the franchise granted to the bridge company; as to all persons other than the inhabitants *Page 128 of Morrisania and Harlem, such a provision was wholly unnecessary, because no one could set up a toll bridge or ferry without authority from the State." In the present case the prohibitory declaration was intended, beyond all doubt, to prevent the interference of other persons with the company's franchise; and if the facts in the Harlem case proved, as the learned Vice-Chancellor stated, that other motives and other objects were aimed at by the corresponding provision in that case, it would be no precedent for the present one, if there had not been another objection upon which the decision might turn, and if the case were otherwise a binding authority.
To state my conclusion on this part of the case in a few words: The State, through the law-making power, contracted with the bridge company that, if it would build and maintain the bridges in question, the law would not permit any other person to put up a bridge over the stream, within two miles, either way, from such bridges. The chartering of another company, with authority to construct a bridge within that distance, was a plain violation of the bargain; and as it was a contract within the protection of the Constitution of the United States, the second charter was null and void.
The act of 1808 (ch. 119) divides the Susquehanna company into two companies, one of which was to retain the name of the Susquehanna Bridge Company, and to be limited to erecting and maintaining the bridge across the Susquehanna under all the provisions of the charter given to that company by the act of 1805, except the limitation of its duration to thirty years (which limitation was expressly repealed); and by the next section of the act the other company, which is the plaintiff in this suit, was to be called "The Chenango Bridge Company," and to have for its object the erecting and maintaining the bridge now in question over the Chenango river; and it was to be a corporation with perpetual succession, "under all the provisions, regulations, restrictions, clauses and provisions of the before mentioned Susquehanna Bridge Company." There is no difficulty of the character with that supposed to exist in the former case, in giving full effect to these *Page 129 modes of reference. After giving the Susquehanna company an unlimited charter and all the faculties and incidents which it had under the act of 1805, it incorporates the Chenango company, and endows it with the same precise rights, faculties and incidents.
Under this act the plaintiffs' bridge was built, and they claim for it the rights intended to be secured to them by the legislative provisions enacted in its favor. I think we are obliged by the law to protect them in the enjoyment of those rights.
It is probably true that the condition of the country has so far changed that the public convenience requires further accommodations for crossing the river at this point than the plaintiffs' bridge affords. They may show that the legislative acts which we have been examining were improvidently passed. But the men of that day thought otherwise. Whether the present state of material progress in that region has been accelerated to any extent, or if it has, to what extent, by the expenditures of the plaintiffs' corporation, it is impossible to say, nor can we determine whether less encouragement than was given would have accomplished equal results. We are only concerned to determine accurately what the precise terms of the legislative contract were, and to give them effect. The circumstances of this case may lead to doubt, in some minds, whether this series of adjudications, which has attributed to legislative acts of this character the force of contracts, within the constitutional provision, was, upon the whole, wise and legally sound. Cases may certainly be presented, if this is not one, where we may think that the private interest of the corporators ought to be forced to give way to the public good. But after a uniform course of decision of the court of last resort upon such questions, upon this precise point, extending over more than half a century, a court possessing only a subordinate jurisdiction upon this class of subjects cannot be expected, at this day, to depart from the old and to strike out a new path.
It is not for us to determine, in this action, whether the franchise possessed by the plaintiff is subject to the exercise *Page 130 of the right of eminent domain residing in the government of this State. For myself, I cannot see how proprietary rights, acquired under such a contract, should be more sacred than other property which a citizen or a corporation may possess; and such I understand to have been the judgment of the courts when the question has arisen. (West River Bridge v. Dix, 6 How., 507;Richmond, c., Railroad v. Louisa Railroad, 13 id., 83;Boston R.R. Co. v. Salem R.R. Co., 2 Gray, 1.) But it will be time enough to consider this question when it shall arise. It would be presented by an act which should appropriate the plaintiffs' franchise to public use, providing at the same time an adequate compensation for the loss.
The result of these views is that the judgment appealed from should be reversed, and judgment entered for a perpetual injunction against the maintenance of the defendants' bridge across the Chenango river.
BALCOM, J., did not sit in the case.
Judgment affirmed.