It is an important question, What are the rights or interests which are, by implication, a part of an expressed grant, so that of the agent to the profits and emoluments of the agency, as they may, from time to time, be prescribed, will be sacredly regarded and enforced by the courts of justice; but, like every other agency, it is revocable at the will of the principal." A doctrine not wholly unlike this is implied, or indeed asserted, in Butler v. 'aimer, 1 Hill, 324. There, an act passed May 12, 1837, gave the assignee of a mortgagor one year to redeem after a sale. An act passed April 18,1838, repealed the former act, the repeal to take effect after Nov. 1. 1838. An assignee of a mortgagor, on Nov. 3, but within one year from the sale to him, offered to redeem. But it was held, that he was barred by the repeal of the first act.

(l) No reservations but those expressed in the charter can be introduced by the legislature, without the consent of the corporation. Washington Bridge interference with them is prohibited by this clause. One answer would be, that every grant must be construed with absolute strictness; and nothing whatever be added, by implication or construction, to that which is expressly given. Another, that everything which is requisite for the full enjoyment and most beneficial use of the thing granted, must be supposed to be given with the grant, or be contained in it; for it shall be construed strictly against the grantor, and the grantee has a right to the enjoyment, in fact, of the whole benefit of all that was given. But the true rule would permit some extension of the grant by * implication, or rather would construe it to include, beside all that is expressly given, whatever else is strictly necessary to any beneficial use of the thing given, and would stop there. It would not be satisfied with a merely literal fulfilment of the contract, if this was in fact no actual discharge of it whatever, but a mere evasion of its provisions. But if the literal construction gave some beneficial use of the property or franchise, the grantor would not be held to have bound himself by implication from such further action as might prevent this use from being beneficial to the extent which might otherwise have been attained, and was originally expected, (m)

Co. v. The State, 18 Conn. 53. In Mas-sachusetts there are statutes as to banking corporations, others as to manufacturing corporations, and others as to other corporations, which would certainly operate upon any particular charter, as if a part of it. In Stanley v. Stanley, 26 Me. 191, it was held, that a statute making the stockholders liable for the debts of the corporation, was valid in respect to debts subsequently contracted, and was binding on one who became a member of the corporation after the passage of the act In Williams v. Planters Bank, 12 Rob. (La.) 125, and Payne v. Baldwin, 3 Smedes & M. 661, it is held, that banks may be required to receive their own bank-notes in payment of debts due to them, although under par in the market.

(ll) Smith v. Cleveland, 17 Wise. 566. See ante, p. * 527, n. (c).

1 For the origin of clauses in State statutes, reserving to the legislature of each the power to amend, alter, and repeal any act of incorporation at its pleasure, see Greenwood v. Freight Co. 105 U. S. 13. And for the effect of such a statute, see Sioux City St. Ry. Co. v. City of Sioux City, 138 U. S. 98; Louisville Water Co. v. Clark, 143 U. S. 1. A consolidation of existing corporations, each of which has enjoyed a partial exemption from taxation, dissolves each and creates a new corporation, which becomes subject to a provision of a code, enacted subsequently to the chartering of each original corporation, which expressly reserves the power to withdraw any private corporate franchise thereafter granted; and a subsequent legislative act taxing the property of such new corporation amounted to such a partial withdrawal as was contemplated in the power reserved, and does not impair the obligation of any contract. Railroad Co. v. Georgia, 98 U. S. 359. So the prescribing the rates of transportation of passengers by the legislature for a new railroad company thus formed and subject to such a provision of law, impairs no obligation, although one of the original corporations was organized under a charter which imposed no such limitation of rates. Shields v. Ohio, 95 U. S 319.

2 A law requiring the acknowledgment of deeds and mortgages is not unconstitutional as impairing the obligation or contracts. Parrott v. Kumpf, 102 1ll. 423. - K.

It is this view which the courts seem to have adopted. And the difficulties, or even errors, in fact, which may attend the application of such a rule to the circumstances of various cases, are not sufficient to justify a denial of the principle itself, which seems to be rational and just For if the grantee wished to secure to himself all possible, or even probable and natural, advantages, it was his business to ask for them. And if he did

(m) United States v. Arredondo, 6 Pet. 736; Beaty v. Knowler, 4 id. 152; Providence Bank v. Billings, id. 514; Jackson v. Lamphire, 3 id. 289; Charles River Bridge v. Warren Bridge, 11 id. 548. Taney, C. J.: "The continued existence of a government would be of no great value, if, by implications and presumptions, it was disarmed of the powers necessary to accomplish the ends of its creation; and the functions it was designed to perform transferred to the hands of privileged corporations. The rule of construction announced by the court (referring to Providence Bank v. Billings) was not confined to the taxing power; nor is it so limited in the opinion delivered. On the contrary it was distinctly placed on the ground that the interests of the community were concerned in preserving undiminished the power then in question \ and whenever any power of the State is said to be surrendered or diminished, whether it be the taxing power or any other affecting the public interests, the same principle applies, and the rule of construction must be the same." The Richmond R. R. Co. v. The Louisa R. R. Co. 13 How. 81. Per Grier, J.: "It is a settled rule of construction adopted by this court, that public grants are to be construed strictly. This act contains the grant of certain privileges by the public to a private corporation; and in a matter where the public interest is concerned, and the rule of construction in all such cases is now fully established to be this, - chat any ambiguity in the terms of the contract must operate against the corporation, and in favor of the public, and the corporation can claim nothing but what is clearly given by the act." not it was his neglect, or else he forbore to ask lest he should be denied, preferring to rest upon construction: and this conduct would certainly be entitled to no favor. And it is, therefore, not too much to say that a legislative grant shall not be held to intend exclusive privileges, as appurtenant to a franchise expressly given, (n)

(n) Charles River Bridge v. Warren Bridge, 11 Pet. 420, 6 Pick. 376, 7 id. 344. In this, the leading case on this topic of constitutional law, the legislature of Massachusetts, in 1785, granted a charter to a company for the building of a bridge over Charles River, from Boston to Charlestown, under the name of the Charles River Bridge, and taking tolls of persons passing over it, for the term of forty years, extended by a subsequent act to seventy years. In 1828, before the expiration of the charter, an act was passed authorizing the erection of the Warren Bridge, a few rods from the former, which was to become free in six years. The tolls of the Charles River Bridge were thereby reduced to a very small amount. It was held, that the grant of franchises by the public, in matters where the public interests are concerned, as exemption from taxation and the right of the State to open new roads and construct new bridges, are to be construed strictly; that nothing passes by implication, and no rights are taken from the public, or given to the corporation, beyond those which the words of the charter, by their natural and proper construction, convey ,; and that, as the charter, in its terms, granted no exclusive rights above and below the bridge, and contained no stipulation, on the part of the State, not to authorize another bridge above or below it, no such exclusive right of the plaintiff company could be implied. Taney, C. J: "It may perhaps be said, that in the case of the Providence Bank, this court were speaking of the taxing power, which is of vital importance to the very existence of every government. But the object and end of all government is to promote the happiness and prosperity of the community by which it is established; and it can never be assumed that the government intended to- diminish its power of accomplishing the end for which it was created. And in a country like ours, free, active, and enterprising, continually advancing in numbers and wealth, new channels of communication are daily found necessary, both for travel and trade, and are essential to the comfort, convenience, and prosperity of the people. A

State ought never to be presumed to surrender this power, because, like the taxing power, the whole community have an interest in preserving it undiminished. And when a corporation alleges that a State has surrendered, for seventy years, its power of improvement and public accommodation, in a great and important line of travel, along which a vast number of its citizens must daily pass, the community have a right to insist, in the language of this court, above quoted, ' that its abandonment ought not to be presumed in a case in which the deliberate purpose of the State to abandon it does not appear,' The continued existence of a government would be of no great value, if, by implications and presumptions, it was disarmed of the powers necessary to accomplish the ends of its creation, and the functions it was designed to perform transferred to the hands of privileged corporations." Pp. 547, 548. Story, J., in a dissenting opinion of great length, maintained that the grant to the Charles River Bridge should receive a liberal instead of a strict construction, and that there was necessarily implied in the charter of that company a stipulation that the legislature would charter no other bridge between Charlestown and Boston so near as to injure the former's franchise, or diminish its toll, in a positive and essential degree. "To sum up, then," said he, " the whole argument on this head, I maintain, that upon the principles of common reason and legal interpretation, the present grant carries with it a necessary implication that the legislature should do no act to destroy or essentially to impair the franchise; that (as one of the learned judges of the State court expressed it) there is an implied agreement of the State to grant the undisturbed use of the bridge and its tolls, so far as respects any acts of its own, or of any persons acting under its authority. In other words, the State impliedly contracts not to resume its grant, or to do any act to the prejudice or destruction of its grant. I maintain that there is no authority or principle established in relation to the construction of crown grants, or legislative grants, which does not concede and justify this doctrine. Where the thing is given, the incidents without