The reason for the difference, as to the operation of this section upon public and upon private property, will also help us to answer the next question: What is private property, in this sense and for this purpose? The answer is, anything and everything which has gone out of the public, by its grant or its sanction. To determine any particular case therefore, we should take the instrument referring to the property, whether it be a statute or anything else, and ask whether, if read rationally and honestly, it leaves the usufruct of the property and interests substantially in the possession, or the management thereof within the control of the public, by such agents as it may appoint, or not. If it does, then it is public property, and this clause does not attach; if it does not, then it is private property, and this clause does attach.

Thus, it has been very solemnly, and we hope authoritatively, decided, that a corporation is a person who may take a grant as well as any individual; that a corporation, created by the legislature, or adopted by the legislature, and endowed with certain powers and functions and property, the legislature reserving no interest in what is given them, and no control over the succession of persons who form the corporation, or over the exercise of their functions,- such a corporation is a private corporation, to whom a franchise has been given, by a grant, which is an executed contract; and that any deprivation of their property, or any disturbance or denial of their rights and functions, impairs the obligation of the contract And if the legislature have reserved to themselves rights in the creation of such * corporation, or in any grant to them, these reservations are to be strictly followed; whatever lies without them being as if there were no reservations whatever, (j)

(ii) The Binghampton Bridge, 3 Wallace, 51. See also Turnpike Co v. State, 3 Wallace, 210; English v. New Haven R. R. Co. 32 Conn. 240; United States v. Great Falls Co. 21 Md. 119; McRobertsr. Washburne, 10 Minn. 23; Schnrmeier v.

St. Paul, etc. R. R. Co. 10 Minn. 82; Smith v. Appleton, 19 Wis. 46; Central, etc. Corporation v. Lowell, 15 Gray, 106; People v. Commissioners, etc. 53 Barb. 70; Hadfield v. Mayor, etc. of New York, 6 Rob. 501.

1 If the charter does not contain an express provision to the contrary, the legislature may authorize the construction of a competing road or ferry, but it may not do this for the sole purpose of evading the payment of tolls. Hyde s Ferry Turnpike Co. v. Davidson County, (Tenn.) 18 Southwestern Rep. 626. Where the legislature granted an individual the exclusive right of supplying water to the inhabitants of a certain city from a certain creek, a subsequent grant to another of the right to supply the same city from other streams was held not to impair the obligation of contracts. Stein v. Bienville Water Supply Co. 141 U. 8. 67.

That the charters of private civil corporations - of which banks, or insurance, turnpike, and railroad companies, are leading instances - are contracts, protected by this clause in the Constitution of the United States, seems to be well settled. (k) *But any charter may contain within it an

(j) Dartmouth College v. Woodward, 4 Wheat. 519 The law of this case is, that an eleemosynary corporation, founded by private contributions for the distribution of a general charity, is not an instrument of government, whose officers are public officers, but a private corporation, whose charter is a contract between the donors, the trustees, and the government, founded on the consideration of public benefit to be derived from the corporation, which cannot be altered, amended, or modified by the State without the consent of the corporation. It also decides that the charters, granted by the crown before the Revolution, are within this principle, except so far as they were affected by the legislation of Parliament or of the colonies, before the adoption of the U. S. Constitution; and the doctrine that civil rights were not destroyed by the Revolution, is well established. Dawson v Godfrey, 4 Cranch. 323; Ter-rett v. Taylor, 9 id. 43; Society, etc. v. New Haven, 8 Wheat. 464. The case of Dartmouth College v. Woodward has often been affirmed, both in the State and Federal courts, and cited as an unquestionable authority. Trustees of Vin-cennes University v. Indiana, 14 How. 268; Norris v. The Trustees of Abingdon Academy, 7 Gill & J. 7; Grammar School v Burt, 11 Vt. 632; Brown v. Hummel, 6 Barr, 86; The State v. Hey-ward, 3 Rich. 389. It is insisted, in Toledo Bank v. Bond, 1 Ohio St. 670-679, that the case of Dartmouth College v. Woodward did not decide the franchise or charter of a corporation to be a contract, but only that the circumstances of the case constituted a contract between the donors and the corporators, for the conveyance and perpetual application' of private property for the purposes of the trust under the charter, and that this contract was impaired by the State laws, which did not merely interfere with the charter, but also transferred the private property held by the trustees to another corporation, in violation of the terms of the contract by which the trust had been created and the property invested.

(k) Thus, if a bank has, by its charter, an express or implied power to sell and transfer negotiable paper, a law taking away this power impairs the obligation of a contract, and is void Planters Bank v. Sharp, 6 How. 301; The People v. Manhattan Co. 9 Wend. 351. See also Providence Bank v. Billings, 4 Pet. 560; Turnpike Co. v. Phillips, 2 Penn. 184; Claghorn v. Cullen, 13 Pa. 133, Com. Bank of Natchez v. the -State of Mississippi, 6 Smedes & M. 599; Backus v. Lebanon, 11 N. H. 19; Michigan State Bank v. Hastings, 1 Doug. 225; Miners Bank v. United States, 1 Greene (la.), 553; Bank of the State v. Bank of Cape Fear, 13 Ired. 75. It has recently been held in Ohio, that a charter is a legislative enactment, subject to amendment or repeal, possessing the form and essential elements of a law, and not those of a contract; and that an incorporated banking institution is a public corporation, appointed for public purposes, subject to the control of the public, the charter of which is held at the pleasure of the sovereign power. Mechanics and Traders Bank v. Debolt, I Ohio St. 591; Toledo Bank v. Bond, id. 622; Knoup v. The Piqua Bank, id. 603,609. Per Coram, J. • "I maintain that a banking institution is a public institution, appointed for public purposes; never legitimately created for private purposes, its creation proceeding solely upon the idea of public necessity or public convenience, and that, being appointed by the public, solely for public uses, all its operations are subject to the control of that public, who may, from time to time, as the public good may require, enlarge, restrain, limit, modify its powers and duties, and, at pleasure, dispense with its benefits. The agency, during its continuance, is equally independent, within its sphere, and upon a modification of its terms unsuited to its pleasure, the agency itself may be renounced and surrendered. So the rights express reservation, to all future legislatures, of repeal or modification; and this right may be secured, as to all subsequent charters, by a general statute relating to any specified class of corporations. (l)l

When a statute prescribed the form of a tax-deed, and gave certain rights under it, a subsequent law affecting these rights was held to be unconstitutional(ll)2