Same Case — -On a Re-hearing.
Bullard, J.A re-hearing was granted in this case, and we have attentively considered the arguments urged against the opinion first pronounced by this court, allowing the compensation.
It is said that the Bank was insolvent, and that the insolvency is abundantly shown by the record, and is, indeed, notorious ; and *398that the administration of the liquidating banks is to be conducted in the same way as in cases of ordinary insolvency.
To this we may answer, that no law of this State existed previously to the year 1842, which defined the insolvency of a corporation, or provided for either its voluntary or forced liquidation. We are not informed by any law what shall constitute the insolvency of a bank or other joint stock incorporated company ; and no mode of liquidating corporations was established by law previous to the acts of 1842 and 1843, which apply alike to solvent and insolvent banks, and whether the liquidation be forced or voluntary. We are, therefore, to look to those acts, and to them alone, for the mode of proceeding, and for the powers and duties of the commissioners. They are special laws, for special purposes, and are all to be taken and construed together, as laws in pari materia.
The 24th section of the act of 1842, entitled “ an act to provide for the liquidation of banks,” declares, “ that in all matters not herein specially provided for, the powers, duties and liabilities of the commissioners shall be the same as those conferred or imposed on syndics of insolvent estates, and the proceedings the same as those provided by the acts now in force relative to the voluntary surrender of property.”
Now the act approved March 26th, 1842, entitled, “ an act to amend an act entitled an act relative to the banks of this State,” &c., contains a remarkable exception to the rule which governs the administration of insolvent estates. It provides that nothing contained in the act to provide for the liquidation of banks, or other laws of the State, shall be so construed as to deny to the persons having notes to pay in banks in liquidation, the right of paying said notes in the bank notes of said liquidating banks, except when said notes may have been transferred to the other banks as security for receiving the circulation.”
The second section of the act of 1843, (approved April 5th,) entitled an act to facilitate the liquidation of the property banks, &c., extends this exception still further, and makes it the duty of each of the banks of the State, at all times, to receive in offset or part offset of debts due to it, its own debts when liquidated and past due, whether for circulation, deposites, or arising from any *399other source whatever, aud whether such banks be or be not in liquidation, and without reference to the date at which the debtor offering such tender may have acquired the claim by him offered in offset.
These actions contain other exceptions to the rule which prevails in the administration of insolvent estates. The 18th section, for example, provides that whenever a distribution is to be made by the commissioners, they shall make a reservation of funds equal to one-third of the amount of the outstanding notes in circulation for at least one year after the filing of the tableau, exclusive of the notes held by banks bound to take up a part of the notes of the liquidating banks.
It appears to us, therefore, clear, that the Legislature intended to make special provision for the bill holders, and to make the circulation, of the bank always a good offset to debts due to the liquidating banks. The justice or policy of particular laws does not concern the judicial department; but it would appear but just, that those who had received bank notes as money, under the sanction of the Legislature, should be particularly favored.
The objection that the law is retroactive, would have more force, perhaps, if urged by other creditors of the bank. As it relates to the -commissioners, it is enough to say, that the statutes make it their duty to allow the offset, and that they violate no vested right, and do not appear to us to impair the obligation of contracts.
The judgment rendered remains undisturbed.