The opinion of the Court was delivered by
Wright, A. J.The respondents were chartered as a corporation by the Legislature of the State on the 17th of December, 1863, for the purpose of exporting produce and importing arms, munitions of war and other commodities.
Division first of the charter of incorporation is as follows: “That A. S. Johnson, G. S. Cameron, T. D. Wagner, and their associates and successors, be, and they are hereby, made a body politic and corporate in law, by the name of ‘The Chicora Importing and Exporting Company of South Carolina;’ and the said company shall have power to export produce from this State to neutral ports, and import into this State from neutral ports arms, munitions of war and other commodities, and also to bring and carry mails and passengers in their vessels.”
Division sixth of the said charter is as follows: “The said company may, by its corporate name, be plaintiff or defendant in any Court of law or equity in this State, and may have and use a common seal, and make such by-laws and regulations for Iheir government as they shall see fit, with full power to enforce due observance thereof upon their members: Provided, Said laws are not inconsistent with the Constitution and laws of this State and the Confederate States.”
*276Mr. A. S. Johnson, President of the said company, in his testimony, says: “I was President of the Chicora Company from its formation to the close of the war. The company was organized for the purpose of running the blockade — that is, for the purpose of shipping outward and bringing in supplies in return.”
The contracts which have been held as valid, made during the war in the Confederate States, were such as were made between individuals having legal capacity to contract. Before a contract can be held as valid, the parties to such contract must possess the legal ability to contract. The whole and only question in this case is, was the Chicora Importing and Exporting Company competent as a corporate body to contract?
The Legislature of the State had undoubted authority to make all laws necessary to carry on the machinery of the civil government during the time that the State was in rebellion, but no Legislature can delegate authority it does not possess, or authority to do that tending to destroy our national compact.
If an Act of a Legislature conflicts with the Constitution or laws of the United States, such Act is, ipso facto, void. This corporation was not forbidden by the Legislature to violate the Constitution and laws of the United States, but it was forbidden to have any by-laws inconsistent with the laws of this State and of,the Confederate States; therefore, the company was left with full power to carry out the ends for which it was chartered.
To run the blockade and carry out the purposes for which the said company was chartered was an act of hostility to the United States authority, an act against public policy, an act contributing to and aiding the rebellion. In the case of Horn vs. Lockhart, 17 Wall., 580, Mr. Justice Field, in delivering the opinion of the Court, says: “ The bonds of the Confederate States were issued for the avowed purpose of raising funds to prosecute the war then waged by them against the government of the United States. ' The investment was, therefore, a direct contribution to the resources of the Confederate government; it was an act of giving aid and comfort to the enemies of the United States; and the invalidity of any transaction of that kind, from whatever source originating, ought not to be a debatable matter in the Courts of the United States. No legislation of Alabama, no act of its Convention, no judgment of its tribunals and no decree of the Confederate government could make such a transaction lawful.”
*277When the Legislature chartered the Chicora Company to run the blockade and export produce and import arms and munitions of war, it was an act that was hostile to the government of the United States and its authority, and, therefore, void.
Any contract the company might make by virtue of their charter was void as being against public policy. To recognize such legislative authority would be to recognize the right of the Legislature to give aid and comfort to an enemy to overthrow the government of the United States. It is true, as is recognized in the case of Lane County vs. Oregon, where it is said: “The people of the United States constitute one nation, under one government, and this government, within the scope of the powers with which it is invested, is supreme. On the other hand, the people of each State'compose a State, having its own government, and endowed with all the functions essential to separate and independent existence. The States, disunited, might continue to exist; without the States in union, there could be no such political body as the United States.” But while tliQ above is, and must be, a recognized fact, a State is only supreme in its power so far as it does not contravene or infringe upon the power or authority of the United States government.
The powers attempted to be given to the Chicora Company by the charter were contrary to public policy, to the proclamation of the President of the United States, and to every act and thing that was in accord with the United States government.
The motion is granted, and the judgment of the Court below set aside.
Moses, C. J., concurred. Willard, A. J.I cannot concur in the views of the majority of the Court. I know of no test of the validity of the laws of the State but the Constitution of the State and of the United States. Where the laws of the United States operate to destroy such an act of State authority, it results from some express provision of the Constitution of the United States.
The only question in this ease is whether the plaintiffs were validly created a corporation and body politic by the laws of this State. Even if the particular powers attempted to be conferred upon them were inconsistent with the Constitution and laws of the *278United States, it does not follow that the general capacity to act as a corporate body, to hold property, to sue and to be sued, was thereby destroyed.
In my opinion, the plaintiffs have the capacity to hold property, and to sue for and recover the same.