On a petition for a rehearing, it is claimed that the case of Chicago, Burlington and Quincy R. R. Co. v. Iowa, 94 U. S. 155, recognizes a distinction between a charter which is entirely silent as to the poAver to fix the rate of tolls, and one that authorizes the directors to fix such rate; that in the Iowa charter there was nothing contained in reference to the rates of tolls that might be charged, but it was silent .on the subject. The court holds, in such a case, as Ave have seen, that the road could carry Avhen called upon to do so, and could charge only a reasonable sum for the carriage. In the absence of any legislative regulation upon the subject, the courts must decide for the corporation as they do for private individuals, when controversies arise, what is reasonable. But when the Legislature steps in and prescribes a maximum of charges, it operates upon this corporation the same as it does upon individuals engaged in a similar business.
Here, the court holds, if the charter is as contended, that the corporation had the implied power to fix charges for services rendered, but it was also held, that in fixing such rates of charges they must be reasonable, and their reasonableness might, like those made by individuals, be inquired into and determined by the courts. It was also held, that in such cases, these companies, as to such charges, were under the same legislative control as individuals engaged in a similar business. And they at the same term held, that the charges of natural persons engaged as warehousemen in handling and storing grain for the public, may be regulated by legislative action.
It is, however, claimed, that in this case, the General Assembly expressly conferred the power on the directors of the company to fix the rates of toll to be charged, and to alter and change the same. In this, the two cases differ. But does this express grant change the power of control, or does it confer unlimited power, or is the grant made with an implied limitation that in fixing their rates of toll they shall be reasonable? The fact that the grant and acceptance of the charter constitute a contract does not solve the question. Like any other contract it is subject to construction.
In the case of Shields v. Ohio, 95 U. S. 319, a case in its facts very similar to this, the court gave construction to a clause in the constitution of Ohio. It was this: “ Ho special privileges or immunities shall ever be granted that may not be altered, revoked or repealed by the General Assembly.” Under this provision of the constitution, the General Assembly passed a law prohibiting the railroad company, of which plaintiff in error was a conductor, from charging more than three cents a mile for carrying passengers over their road, and the company required him to charge three and a half cents. He endeavored to collect the latter sum, but the passenger refused to pay more than three cents and the conductor forcibly expelled him from the train. He was prosecuted, convicted and fiued for an assault and battery, in the State- courts, and the conviction was affirmed on error in the Supreme Court of the United States in that case; But in discussing the questions presented the court used this language: “ The power of alteration and amendment is not without limit. The alterations must be reasonable; they must be made in .good faith and be consistent with the scope and object of the act of incorporation. Sheer oppression and wrong, can not be inflicted under the guise.of amendment or alteration. Beyond the sphere of the reserved powers, the vested rights of property of corporations, in such cases, are surrounded by the same, sanctions, and are as inviolable as in other cases.”
How if, in this broad and comprehensive reserved power to <e alter, revoke or repeal,” there is an implied limitation, such as this opinion holds, for the protection of the property, and rights of these corporate .bodies, why should not there be. a similar limitation on the grant of power to fix the rate of tolls.If there be such au implied limitation on. the constitutional reservation to protect corporate bodies, why not a similar.limitation on the grant to the corporation .for the protection of commerce, trade, business, and the rights of the people? If any possible reason can be urged for the-distinction, we have been wholly unable ,to perceive it. In the administration of justice there can be no well- founded reason flor such a distinction. The same.rules must apply to corporate bodies, in this regard, and to the people precisely alike. - The:General Assembly surely could not have intended, in granting such charters, to clothe these bodies with unlimited and uncontrolled power. . Had it been so expressed in the bills for these charters, it can not be supposed . they, would have-ever been enacted into laws. That department of government could-not have intended to grant power to oppress and wrong the community without limit or control. It is but a reasonable construction to hold that there is an implied restriction that this corporation in fixing the rates of toll shall make them reasonable. And if so, the General Assembly must have the same power to say what are reasonable maximum charges, as to do the same thing with individuals engaged in similar business or in a calling of a public character.
jRehearing refused.