quiring the further action of the legislature or its agents, to complete its execution? And if the latter, is it voluntary, or upon sufficient consideration? If the contract be one which the legislature has the constitutional power to make, and it be executed, and no further act remains to be done, by the state or its agents-as if a grant of money be made, and the money be delivered, or of land, and the legislative act is itself the conveyance, not requiring the execution and delivery of a deed or other instrument, nor any other act to be done to complete it -the contract has passed to the form of a grant; it has become a contract executed, and the law in which it originates, cannot be repealed. But if the contract be executory, as if it be a gift of money or land unexecuted, requiring some further act to its completion, as the dclivery of the money, or the execution of an instrument of conveyance, and is without consideration in fact or presumed, then before its completion, and the existence of any consideration, it may be repudiated: the gift may be withheld, and the party who made the promise may revoke it. In this respect, the state and an individual are subject to the same rule. It is essential to the validity of a gift, that there be a delivery of the thing given, or that which is equivalent to it. Donatio perficitur, possessione accipientis. A mere promise to give, is no gift; and such a promise is equally nugatory, whether made by a state or individual.

§ 252. The true meaning of this clause of the constitution may be stated as follows: The body upon which the prohibition rests, is the legislative department of the state. The subject of the prohibition is every contract relating to property or some object of value, and which confers rights which may be asserted in a court of justice. It is immaterial whether the contract be one between a state and an individual, or between individuals only; the contracting partics, whoever they may be,

stand, in this respect, upon the same ground. The obligations imposed, and the rights acquired by virtue of the contract, cannot be impaired by a legislative act. A law which discharges these obligations, or abrogates these rights, impairs them. A constitutional act of legislation, which is equivalent to a contract, and is perfected, requiring nothing further to be done in order to its entire completion and perfection, is a contract executed; and whatever rights are thereby created, a subsequent legislature cannot impair. The obligation created by a constitutional law, which is in the nature of an executory contract, and is supported by a sufficient consideration, cannot be annulled at the pleasure of the legislature. A statute enacted by a legislative body, having authority under the constitution to enact it, which implies a contract executory, depending upon the further action of the legislature or its agents for its execution, and which is without any consideration in fact or law, may, before its execution and the existence of any consideration, be repealed, such a contract not creating any rights or duties which, in legal contemplation, can be impaired. Such it has been held, was the true meaning of this clause of the constitution; and such is the interpretation which has been given it in the cases where it has been under the consideration of courts of justice.(a)

§ 253. It has also been settled, that a contract entered into between a state and an individual, or between a state and a corporation, is as fully protected by this pro

(a) Trustees of the Bishop's Fund v. Rider, 13 Day's R. 87. See also, Fletcher v. Peck, 6 Cranch, 87; New Jersey v. Wilson, 7 Cranch, 164; Terrett v. Taylor, 9 id. 43; Sturgess v. Crowning shield, 4 Wheat. R. 122; Dartmouth College v. Woodward, 4 Wheat. R. 518; Green v. Biddle, 8 Wheat. R. 1; Alwater v. Woodbridge, 6 Conn. R. 223; Osborne v. Humphrey, 7 Conn. R. 336; The Derby Turnpike Co. v. Parks, 10 Conn. R. 522; Landon v. Litchfield, 11 id. 251; The People v. Platt, 17 Johns. R. 195.

hibition, as a contract between two individuals and also to contracts executed or executory, between private individuals, or a state and individuals or corporations, or between two states. (a) This prohibition does not, however, extend to paper money, or tender laws, for the reason that those subjects are expressly provided for; nor is it to be limited to instalment and suspension laws, because the terms of the prohibition are general and comprehensive, and establish the principle of the inviolability of contracts in every mode.(b) A law in force when the contract is made cannot be said to be one which impairs its obligation, and that for the reason that existing laws are to be regarded as entering into and forming part of every contract or stipulation between the parties.(c) It is upon this principle that the supreme court of the United States in the case of Ogden v. Saunders, (d) held, that a bankrupt or insolvent law of any state, which discharged both the person of the debtor and his future acquisitions of property, was not "a law impairing the obligation of contracts," so far as respects debts contracted subsequent to the passage of such law, in those cases where the contract was made between citizens of the state under whose laws the discharge was obtained, and in whose courts the discharge might be pleaded. But a law made after the existence of a contract which alters the terms of it, by rendering it less beneficial to the creditor, or by defeating any of the terms upon which the parties had agreed, impairs its obligation within the meaning of this clause of the con

(a) Providence Bank v. Billings et al., 4 Pet. 514; Dartmouth College v. Woodward, 4 Wheat. R. 518.

(b) Sturgess v. Crowningshield, 4 Wheat. 122.

(c) Blanchard v. Russell, 13 Mass. R. 116; Bronson v. Kensie, 1 How.

R. 315.

(d) 12 Wheat. 213.

stitution. (a) Upon these principles it has been held, that a bankrupt law made to affect contracts which existed previous to the passage of the law, directly impairs the obligation of such contract.(b) And it was upon this principle that the supreme court of the United States held the act of the legislature of the state of New York, passed on the 3d of April, 1811, (which not only liberated the person of the debtor, but discharged him from all liability for any debt contracted previous to his discharge, on his surrendering his property in the manner it prescribed,) so far as it attempted to discharge the contract, was a law impairing the obligations of contracts, within the meaning of the constitution of the United States.(c) And upon the same principle it has been held, that such a law may be constitutionally passed when it only provides for the discharge of the debtor from liability for debts contracted subsequent to the passage of the law.(d)

§ 254. A state may, however, regulate at pleasure the modes of proceeding in its courts in relation to past contracts, as well as future. It may shorten the period of time in which claims shall be bound by statutes of limitation. It may direct that the necessary implements of agriculture, or tools of a mechanic, or articles of necessity in household furniture, or wearing apparel, shall not be liable to execution on judgment. These have always been properly considered as belonging to the remedy, to be exercised or not by every sovereignty, according to its own views of policy and humanity. This right must

(a) Blanchard v. Russell, 13 Mass. 1; King v. Dedham Bunk, 15 Mass. 447; Call v. Hagger, 8 Mass. 423.

(b) Blanchard v. Russell, 13 Mass. R. 1; Kimberly v. Ely, 6 Pick. 440, 451; Betts v. Bayley, 12 Pick. 572.

(c) Sturgess v. Crowningshield, 4 Wheat. R. 122.

(d) Walsh v. Fonard, 13 Mass. R. 19; Baker v. Wheaton, 5 id. 509.

reside in every state to enable it to secure its citizens from unjust and harrassing litigation, and to protect them in those pursuits which are necessary to the existence and well being of every community. And, although a new remedy may be deemed less convenient than the old one, and may in some degree, render the recovery of debts more tardy and difficult, yet it will not follow that the law is unconstitutional. Whatever belongs merely to the remedy, may be altered according to the will of the state; provided the alteration does not impair the obligation of the contract. But if that effect is produced, it is immaterial whether it is done by acting on the remedy, or directly on the contract itself; in either case it is prohibited by the constitution.

§ 255. This subject came before the supreme court of the United States in the case of Green v. Biddle,(a) decided in 1823. It appears to have been twice elaborately argued by counsel on both sides, and deliberately considered by the court. On the part of the demandant in that case, it was insisted that the laws of Kentucky, passed in 1797 and 1812, concerning occupying claimants of land, impaired the obligation of the contract made with Virginia in 1789. On the other hand, it was contended that these laws only regulated the remedy, and did not operate on the right to the lands. In deciding the point the court say: "It is no answer that the acts of Kentucky now in question, are regulations of the remedy, and not of the right to the lands. If these acts so change the nature and extent of existing remedies as materially to impair the rights and interest of the owner, they are just as much a violation of the compact as if they directly overturned his rights and interests." And in the opinion delivered by the court after the second

(a) 8 Wheat. Rep. 1.