where the legislature granted to Harvard College the liberty and power to dispose of a ferry from Charlestown over Charles River to Boston, and to receive rent for the same, and afterwards incorporated a company to erect a bridge over the same river in the same place where the ferry had been used, the company paying annually to the college £200, the charter of the latter company giving it the right to take tolls for forty years, which was subsequently extended to seventy years; that the legislature might before the expiration of the forty years, authorize the erection of another bridge from Boston to Charlestown over Charles River, and in such proximity to the former bridge as to injuriously affect the tolls of the first bridge company. The decision of this case was based upon the ground that the charter to the company did not create a contract on the part of the state with that company, that no other company should be incorporated with like privileges, if the convenience of the public demanded, or the legislature thought fit to grant it, and hence there was no contract existing, the obligation of which was violated by this act. (a)

§ 267. The legislature may constitutionally enact laws to render valid and legal the doings of public officers who have exceeded their authority, although by such laws individuals may be deprived of rights previously vested; and the objection that they impair the obligation of contracts does not apply to them.(b) The legislature may also make provision by statute curing or obviating defective forms of acknowledgment of deeds to pass real estate, and give to such acknowledgments the

(a) But see Ward v. Barnard, 1 Aik. R. 121; Lyman v. Mower, 2 Vermont Rep. 517; Kendall v. Dodge, 3 id. 360.

(b) Walter v. Bacon, 8 Mass. R. 468, 472; Lock v. Dane, 9 id. 360, 363; Patterson v. Philhart, 9 id. 151, 153.

same efficacy as if they had originally been taken in the proper form; and such acts although they extend retrospectively to deeds acknowledged previous to their passage, do not impair the obligation of a contract, and that for the reason that they do not touch any title acquired under the deed. They assume the title to be good, and prevent the contract from being impaired by reason of a defective acknowledgment; or in other words, their legal operation goes to confirm, and not to impair the contract.(a)

§ 268. It has also been held, that a statute providing under certain circumstances, for the suspension of the proceedings of a bank, by an injunction from the supreme court, was not unconstitutional on the ground that such suspension diminished the period for which the bank was, by its charter, empowered to act as a corporation.(6) In this case it was conceded by the court, that an act of incorporation was to be construed to be a contract between the government, on the one side, and those who accept and become a corporation and their successors, on the other; and could not be revoked or annulled by an after act of legislation, unless a power had been reserved for that purpose, or with the consent of the corporation. But in applying this rule practically, it was necessary to consider, how far and to what subjects this contract extended. It was clearly a stipulation on the part of the government, that the corporation should be and continue a corporation for an indefinite time, or for the term limited in the act, unless sooner forfeited for some cause recognized by existing laws as a case of forfeiture; that their constitution, organization, and mode of action, as prescribed by their charter, should not be annulled or

() Watson v. Mercer, 8 Pet. 88.

(^) Commonwealth v. Farmers' and Mechanics' Bank, 21 Pick. 542.

changed by the legislature; that members should not be added or removed, that modes of election, expulsion, and suspension of members, should not be altered; that whatever belonged to their organic constitution and action, as bodies politic, should continue and be determined by the terms of the charter. In addition to which, the powers specially granted to them, were not to be withdrawn or diminished. But such immunities and privileges did not exempt corporations from the operation of those laws made for the general regulation and government of the citizens. In answer to the objection taken to this act, "that it diminished the rights of corporations as such, and thereby impaired the obligation of contracts, that it diminished the time for which, by charter, they were empowered to act as such corporation, to wit, all the time until 1851; that granting an injunction, before a hearing, might diminish this term of unrestricted action, because the injunction might go to the entire suspension of their corporate functions, did diminish the time for which they were expressly authorized to act;" it was held, that the suspension was not an arbitrary diminution of the period of their organic existence as a corporation. They were incorporated on many conditions, some express, and some implied by law. The most obvious one was, that they should comply with the terms of their charter; one of which was, that they should conduct their business according to banking principles, and the rules of law. As they might violate the provisions of their charter, and incur a suspension or forfeiture, there must be some mode prescribed for a judicial inquiry into the fact, whether they had so violated the terms of their charter, and for providing redress for those who might have suffered from such violation. The violation might be of such a nature, as more directly to affect the rights of individuals, who might have their remedies by suits at law or in equity, as the case re

quired; and they might obtain security for their violated rights by attachment, sequestration, or such other process as the law furnished, either before or after obtaining judgment. But the violation might be of such a nature, as to affect the rights of great numbers, so that it might be considered as an injury to the community at large, in which case, it was more consistent with public safety and convenience, and entirely consonant to the whole course of the administration of justice, to institute a process in the name and under the authority of the government, bound as it was to provide security for its citizens. When, therefore, the law provided for the commencement of such a process, upon such probable grounds as should be deemed sufficient to justify a well founded apprehension of misconduct, it was not an arbitrary suspension of the corporate powers of the bank, but a species of compulsory process, analogous to the constant course of action in similar cases, designed to take the subject of controversy into the custody of the law, during the inquiry, to prevent further progress in a course thus probably shown to be mischievous and dangerous, and to secure the means of affording redress to the sufferers, in case the misdemeanors alleged should be found to exist.

§ 269. It has been held, in several cases in Massachusetts, that statutes changing estates of joint-tenancy into a tenancy in common, although it extended to past grants and devises, was not within this clause of the constitution, as their operation was not to impair any vested right, but rather to render the tenure more beneficial.(a) In the first case cited, Parsons, Chief Justice, placed the decision on the ground, that the legislature might alter the tenure by the substitution of one more beneficial. In the

(a) Holbrook v. Finney, 4 Mass. R. 566. Miller v. Miller, 16 Mass. R. 59. Burghardt v. Turner, 12 Pick. 534.

second case above cited the court conceded, that the legislature could not impair the title to estates without the consent of the proprietors unless for public objects, when an adequate consideration should be provided, but that there could be no objection to the operation of a statute retrospectively which should enlarge or otherwise make more valuable the title to an estate; for that in such cases the consent of the owners to the act might be presumed. In a note to this case, the editor suggests a doubt as to the accuracy of the decision in the last case cited. He places the doubt upon the ground, that the judgment could only be maintained, as it would seem, from the express words of the act, which seemed to refer to all conveyances, which had been or should be made. That although a retroactive law, so far as it affected the remedy only, was unobjectionable; but in this case, if the words of the act were to have their full force, rights already vested and acquired under conveyances already made were to be affected, altered, and taken away. But in a subsequent case, the doctrine contained in the two cases above cited was affirmed, and it was held, that it was no objection to the provision of this statute that the deed had been previously made, and had already created an estate in joint-tenancy; that it was the same in legal effect as if it had provided, that upon the future decease of a jointtenant, under certain circumstances, the principle of survivorship should not operate. That it was not retrospective in the sense of affecting any vested right.(a) ·

§ 270. It has also been held, that an act appropriating, in the exercise of eminent domain, to the public use, property previously granted to an individual, was not under this restrictive clause of the constitution. Although it was held, that a grant of land was to be re

(a) Burghardt v. Turner, 12 Pick. 539.