another to add to the instruments all such | sible implication of an engagement to indemcovenants as upon a full consideration the nify, and to make it apparent that such an court may deem fitting for completing the obligation was not intended to be imposed or intention of the parties, but which they, either assumed. As has been noticed, the Company purposely or unintentionally, have omitted. was required by the Act of 1836 to pay, after The former is but the application of a rule the first three years, six per cent. interest out of construction to that which is written; the of the profits of the work, and pay it semilatter adds to the obligation by which the annually, until the net profits should be adeparties have bound themselves, and is of course quate to pay a six per cent. dividend, and quite unauthorized, as well as liable to great thereafter pay a perpetual dividend of six practical injustice in the application." Ap- per cent. annually. But the bonds first authorplying these principles, and looking to the ized to be issued by the State to pay her subcontract, we discover no basis for such an im- scription were bonds bearing six per cent. inplication as the plaintiff in error asserts. terest payable quarterly, and running not less We are asked to consider the circumstances than fifty years. The commissioners for their 113*] which attended the legislative enact- sale were also authorized to make the interments and induced them. The State was then est on the bonds payable at the loan office of in part the owner of an unfinished railroad. the State, in the City of Baltimore, or at It was important to the interests of the peo- some place or places in Europe, should they ple of the State, as well as to the State as a find it advantageous so to contract. It is stockholder, that the road should be finished manifest, therefore, that if the bonds had been and, to accomplish its completion, pecuniary made payable in Baltimore, principal and inassistance by the State was needed. For this terest, the semi-annual payment required of purpose the State lent her credit. This was the Company would not have met the obligathe object she had primarily in view. It is tions of the State, which were to pay quarterly said she had also in view her own protection her interest. And if the bonds had been made and that of her citizens against loss in so payable in Europe, still less would the six doing, and that it must be presumed the Legis- per cent. due from the Company, though paid lature discharged its duty, and made effectual in gold, have enabled the State to pay her provision for such protection. This is assum- interest abroad. In addition she must have ing what cannot be conceded. It assumes that paid exchange and the cost of transmission. it was the duty of the Legislature to exact This seems to indicate clearly that the Act from the Company all that could be exacted, of 1836 not only was not, but that it was not and this though the Company was in great intended to create an obligation to indemnify need of assistance, and though it was the the State. And this is not all. The bonds interest of the State that such assistance first issued were exchanged under the Act of should be furnished. But if the assumption 1839, and sterling bonds bearing five per cent. might be made, it would still be inadmissible interest payable semi-annually in London to deduce an implication of a promise, not were given to the Company in their place. from the contract itself, but from the extra- This Act required the Company to secure the neous fact that such a promise ought to have payment of the interest at the rate of five been exacted. Ordinarily a reference to what per centum per annum on the stock (the sterare called surrounding circumstances is al-ling *bonds) created by the Act, semi- [*115 lowed for the purpose of ascertaining the sub-annually, at least ninety days before the first ject-matter of a contract, or for an explana- day of January and July in every year for tion of the terms used, not for the purpose of adding a new and distinct undertaking. the term of three years from the date of the bonds or certificates of stock, together with the cost of transmitting the interest to London to be there paid, and also the difference in exchange of currency between London and Baltimore. This was a stipulation for indemnity. It covered all that the State was required to pay as interest on her sterling bonds. But it was expressly limited to the interest for the first three years, and hence it excluded any implication of an obligation to indemnify against all liability of the State to pay the subsequently accruing interest. Unless this is true the limitation to three years is unmeaning. After the expiration of that period, nothing more was required than the semi-annual payment of six per cent. as stipulated by the Act of 1836, The plaintiff in error further insists that the contract, as exhibited in the Acts of the Legislature, amounts to an engagement on the part of the Company to indemnify the State for the payments she was under obligation to make in discharge of the interest upon her bonds, by means of which the money was raised to pay her subscription to the Company's stock; and as that interest could only be discharged by gold, it is argued the Company must be held to have undertaken to pay in gold, since payment by legal tender notes would not amount to indemnity. But we see nothing in the contract which justifies its being construed as a contract of indemnity. It may be conceded, and it probably was the fact, that both parties thought what the Company It is, we think, also a matter of some signifiundertook to pay would suffice to pay the inter- cance that, by the contract, the payments to 114*] est upon the state bonds from time to the State were required to be made at first time as it should fall due. But nothing in out of the profits, the gross receipts of the the statutes, read as a whole or read with ref- Company. No distinction was made between erence to the required guaranty, or read in the kind of money the Company might be comthe light of the circumstances then existing, pelled to receive and that required to be paid exhibits any undertaking that the Company's to the State. Nor was any distinction atstipulated payments should suffice to discharge tempted to be made between the kind of money the liabilities of the State. On the contrary, with which the dividends to the State and there is much in the statutes to repel any pos- other stockholders could be paid. Mr. Britton A. Hill, for plaintiffs in error: For these reasons, we think, the contract between the parties exhibits no just ground for an implication that the Company assumed an The 5th section of the Act of Mar. 31, 1868, obligation to pay its dues to the State in gold, under which the appellees claimed the release or in any other manner than in money gener- of the lien of the State for $10,500,000 on the ally, and the fact that the Company did pay Pacific Railroad and appurtenances, on the the State's interest in sterling funds in Lon-payment of $5,000,000 into the State Treasury, don down to 1865, cannot change the construc- is unconstitutional and void, because the subtion of the contract. ject of said 5th section is not expressed in the title of the Act, as required by the 32d section, 4th article of the Constitution of 1865, which is as follows: We do not perceive that the case of Lane Co. v. Oregon, 7 Wall., 71, 19 L. ed. 101, has any bearing upon the present controversy. The judgment of the Court of Appeals is affirmed. "No law enacted by the General Assembly shall relate to more than one subject, and that subject expressed in the title; but if any sub Dissenting, Mr. Justice Clifford and Mr. ject embraced in an Act be not expressed in Justice Field. 315*] *SILAS WOODSON et al., Plffs. in Err., v. URIEL A. MURDOCK et al. (See S. C., 22 Wall., 351-381.) State constitutional prohibition-releasing lien on railroad-Missouri Act-Act embracing more than one subject. 1. Where the Constitution of a State prohibits the Legislature from releasing the lien held by the State upon any railroad, it is not a restriction upon the power of the Legislature to sell any claims held by the State against a railroad company, but means only that, while the debt remains, the Leg islature may not let go the security for it. 2. Such Constitution does not forbid the Legislature to sell the railroad, or compromise the debt claimed by the State, for less than the entire indebtedness; and though the Legislature had no power to release the lien while the debt remained, It was not prohibted from selling the claim or commuting the debt. 3. The 5th section of the Missouri Act of March 31, 1868, is not in conflict with that provision of the State Constitution which forbids, for anv purpose whatever, a release of the lien held by the State upon any railroad. 4. The State constitutional Ordinance does not require that the sale of a railroad shall be for a price equal to the whole debt, or that it shall be at a public auction. 5. Where a State Constitution ordains "That no law shall relate to more than one subject, and that shall be expressed in the title)" it cannot be justly said that an Act violates that provision, which has many details, but they all relate to one general subject. the title, such Act shall be void only as to so much thereof as is not so expressed." The title of the Act of 1868 is as follows: "An Act for the Sale of the Pacific Railroad and to Foreclose the State's Lien Thereon, and to Amend the Charter Thereof." This Act, excluding the 5th section, provides for all the purposes stated in the title, in strict accordance with the Constitution, and the constitutional Ordinance. In every respect this 5th section is in direct conflict with the title of the Act, and embraces different and opposite subjects, to wit: "To prevent the advertisement and sale of the road," and "To prevent the foreclosure of the State lien thereon," by releasing that lien for less than one third the amount secured to the State, by the existing statutory liens on the railroad. The title required to embrace the subject contained in the 5th section would be: "An Act to Prevent the Sale of the Pacific Railroad, and to Prevent the Foreclosure of the State's Lien thereon, by a Release of the Lien of the State for $10,780,000, on the Payment of $5,000,000." The Act of the General Assembly and the deed of release of 1868, therefore, purport to release the whole lien and debt of the State for $10,780,000, against the railroad company, on the payment of $5,000,000, without a sale of the railroad under the lien by a foreclosure of the State's lien, as declared in the title to be the purpose of the Act. Therefore that section is void. See Potter's Dwar. Stat., pp. 103, 105, 121; Ind. Cent. Railway Co. v. Potts, 7 Ind., 681; second ed. Cooley, Const. Lim., 78, 82, 141-149. The appellees filed their bill in equity in In the case of State v. Miller, 45 Mo., 495, June, 1873, in the court below, to enjoin the the Supreme Court of Missouri held that advertisement of the sale of the Pacific Rail- "This provision of the new Constitution is road and its appurtenances, under an alleged equally obligatory and mandatory with any statutory lien. They alleged that the debt for other provision of the Constitution, and where which said lien was claimed had been compro- a law is clearly and palpably in opposition to mised, satisfied and paid, pursuant to the pro-it, there is no other alternative but to provisions of section 5 of the Act of March 31, nounce it invalid. 1868; and that in accordance therewith, Thomas Fletcher, as Governor of the State of Missouri, had executed a deed of release of all the right, claim and interest of the State in said road, Oct. 10, 1868, to said Pacific Railroad Company. The respondents claimed that said deed was invalid, and said debt and lien still existing. A perpetual injunction was granted in accordance with the prayer of the bill; whereupon he respondents sued out this writ of error. The case is further stated by the court. It was intended to kill log-rolling, and prevent unscrupulous, designing men and interested parties from dexterously insertinf matters in the body of a bill, of which the title gave no intimation of the true character. See, also, State, ex rel. Hixon, v. Lafayette Co. Court, 41 Mo., 39; People, ex rel. McConvill, v. Hills, 35 N. Y., 449; People, ex rel. Failing v. Commissioners of Highways, 53 Barb., 70; Chiles v. Monroe, 4 Met. (Ky.), 72; Walker v. Caldwell, 4 La. Ann.. 298. II. This release of the state lien of $10 780. 000 for less than one half of the amount of, ed them by the State, principal and interest the lien, is in direct conflict with the 15th in full, without any abatement in money or section of the 11th article of the Constitution of Missouri, of July 4, 1865, which reads as follows: "The General Assembly shall have no power, for any purpose whatever, to release the lien held by the State upon any railroad." Gen. Stat. Mo., 1865, p. 43. The words used in sec. 15, art. 11 of the Constitution of Missouri are clear, definite and unambiguous, admitting of no judicial construction to alter, vary or affect the plain intent of the people in adopting it. notes. bonds of the State; that such payment of said bonds, principal and interest, shall be enforced : 1. By levying and collecting a tax of ten per cent. on the gross earnings of the railroad for two years, up to the first of October, 1868, and a tax of fifteen per cent. from and after said date, until all of said bonds, principal and interest, are paid in full in money or bonds of the State. 2. If the said railroads fail to pay the said tax, and the principal and interest of all bonds loaned said railroad by the State, then the railroads shall be sold und Cooley, Const. Lim., 2d ed., 1871, p. 55, and the lien (of 1851) reserved to the State, and the proceeds of such sales shall be appropriated See opinion of Mr. Justice Bronson, in Peo-to the payment of the amount remaining due ple v. Purdy, 2 Hill, 35, wherein that eminent and unpaid from said railroad companies. 3. jurist examines and denies the power of the If the State buys any railroad at such sale on court to depart from the plain, explicit mean- statutory foreclosure, the General Assembly ings of the words of the Constitution, and fur shall provide by law how the same may be nish another meaning by construction, based sold for the payment of the debt of the railupon the consideration of the mischief against road company in default; but no railroad which the clause was directed. He says: property or franchises so bought by the State can be restored to any company so in default, until it shall first have paid all interest due from said company; and all interest to accrue shall be paid semi-annually, in advance, and all sums remaining unpaid shall be secured by a lien on all the property and franchises so sold or disposed of, and all payments of such liens shall be made in money or in state bonds. Railroad Ordinance, §§ 1-5, Gen. Stat. 1865, pp. 52, 53. "Written Constitutions of Government will soon come to be regarded as of little value, if their injunctions may be thus slightly overlooked; and the experiment of setting a boundary to power will prove a failure. We are not at liberty to presume that the framers of the Constitution or the people who adopted it, did not understand the force of language." See, also, to the same effect, the cases of Spencer v. State, 5 Ind., 41; State v. King, 44 Mo., 285, and Austin, Jurisprudence. This statutory lien was the only one then existing upon the Pacific Railroad in favor of the State, to secure the payment of the bonds loaned the company, and indorsed and transferred by the company to the holders thereof for value. It is, then, this lien on the Pacific Railroad that the Constitution prohibits the General Assembly from releasing. But the 5th section of the Act of March 21, 1868, directs the Governor of the State "To execute and deliver to said Pacific Railroad Company a deed of release for all claims," on the payment of $5,000,000. The 5th section, directing this act to be done, is, therefore, void, and the release executed thereunder is inoperative beyond the $5,000,000 paid, and the lien continues for the remainder of the debt and interest, and the State has a right to enforce it by a sale of the railroad. Trask v. Maguire, 18 Wall., 408, 21 L. ed. 946. This 5th section and the deed executed under it by the Governor, is a release of the lien of the State, an express release. 1 Hill., Mort., 485; 2 Hill., Mort., 458; Jerome v. Seymour, Har. Ch. (Mich.), 357. The Constitution and Railroad Ordinance are to be construed together as one instrument. It is a rule of construction, "That the whole is to be examined, with a view to arriving at the true intention of each part." "If any section of a law be intricate, obscure, or doubtful, the proper mode of discovering its true meaning is by comparing it with the other sections, and finding out the sense of one clause by the words or obvious intent of another." "Effect is to be given, if possible, to the whole instrument, and to every section and clause." "In interpreting clauses, we must presume that words have been employed in their natural and obvious meaning." Co. Litt., 381, a; Cooley, Const. Lim., 55, 59. In construing the effect of the 15th section of article 11 of the Constitution, and sections 1-5 and 7 of the Railroad Ordinance, upon the validity of the 5th section of the Act of Mar. 31, 1868, it will be found that all the questions in this case are disposed of, and the invalidity and unconstitutionality of section 5 of Act of 1868, are established beyond all doubt. The 5th section of Act 1868 comes directly in conflict with these provisions of the 3d, 4th and 5th sections of the Railroad Ordinance. It It would be valid if the Constitution did not prohibit it from being done without pay-enacts that "The Governor shall not advertise ment of the debt secured by the lien. III. Another and conclusive proof that the 5th section of said Act of 1868 is unconstitutional and void, is derived from the railroad Ordinance, entitled "An Ordinance for the Payment of the State and Railroad Indebted ness." which was Adopted as a Part of the Constitution of Missouri in 1865. The Railroad Ordinance expressly declares that the railroads shall pay their bonds, loan said railroads for sale;" that "The Governor A result, then, would be, that the State would take by the purchase of the road as the realized value of its lien, $5,500,000, not in cash, but yet to be turned into cash, if it might be, and subject to the change of gauge at the public expense. The 4th section of the Railroad Ordinance | footing as the other mode of realizing the valdeclares that the railroad shall be sold under ue of its liens would do. the lien reserved to the State, which lien was created by the Missouri Act of 1851, requiring the Governor to sell the railroad at auction on six months' notice, to foreclose the state lien. The effect of the illegal sale of 1868, by the State, to the Pacific Railroad Company, was to release the lien of the State without the payment of the debt due the State for the bonds loaned the company, and the manifest intent and meaning of the Ordinance and the Constitution is, that this shall not be done by the General Assembly "for any purpose whatever." The important provisions of this Act are as follows: 1. The sale of the road and its appurtenances was directed to be made, in accordance with section 5 of the Act, and with the Act approved Feb. 22, 1851. The price for which the sale should be made should be not less than $8,350,000, and if that sum were not bid, the Governor should buy in the same for the State. If a stranger bought, he was to bind himself to change the gauge of the road to conform to that of the Union Pacific Railroad, within a fixed period, and to submit to the terms of a certain lease and contract made by the company and mentioned in the Act. But for this increase of $500,000 (in property and thus burdened) the State would have destroyed, in the hands of its citizens and municipal corporations, (1) $650,000 and upwards of unassumed floating debt and (2) $2,500,000 of the corporate stock, paid for and held by the counties of the State, and $15,000,000 or thereabouts, paid for and held by private citizens of the State. 2. If the company, on the other hand, satisfied the value of the State lien by a cash payment of $5,000,000, it was still to pay its floating debt, over and above what the State would have assumed, viz.: $650,000 and upwards, in order to have the property returned to it, stand upon the footing of value that it would have stood to the State, to count to it (the State) as $5,500,000. 3. The general differences of the property being subject to taxation remaining in the company, and not so subject in the hands of the State; of the public injury by the peremptory destruction of such great values, in the hands of the municipal corporation and citizens of the State by the one method, and conservation of these values by the alternative method; of the waste and mischief of the public manII. In case of a sale to a stranger, or the agement of the road in place of corporate manpurchase by the State, the State was to as-agement by its private owners, all these need sume the payment of the principal and interest on $700,000 of bonds of the County of St. Louis, and of the floating debt of the company, not exceeding $650,000. III. Should the State be the purchaser, immediate steps should be taken for a sale, upon proposals advertised for by the Governor and submitted to the Assembly, and all such bids should assume: (a) The principal and interest of the $1,500,000 Dresden mortgage bonds. (b) The principal and interest of the $700,000 St. Louis County bonds. (c) The floating debt of the company to the amount of $650,000. (d) The change of gauge of the road within a fixed period. By section 5 of the Act, a mode was provided by which the sale of the railroad might be prevented by the company itself, immediately and for cash buying out the interest and liens of the State for the sum fixed by the Act as the cash value, viz.: $5,000,000. The difference between the two modes of only to be stated to be appreciated. The bill alleges that the road was not worth the sum of $5,000,000 in the condition it was when the payment was made, and the answer meets the allegation by a mere general denial, without naming any other value. The only question for judicial consideration is that raised under the 15th section of article XI, of the Constitution of Missouri. The language of this clause is: "The General Assembly shall have no power, for any purpose whatever, to release the lien held by the State upon any railroad." 1. This cannot mean that the State, upon payment of the debt of the railroad company, cannot execute a release of the property from the lien of the State. 2. It cannot mean that the State cannot enforce the lien by such methods as seem to promise the best result in value therefrom to the State as creditor, and upon such enforcement to release the property from the lien of the State. 3. It does not purport to restrict the State in the choice of the means or mode of makreaching the value of the State's lien and re-ing the most in value out of the lien, and course upon the company's property, is as folthereupon of releasing the lien. lows: 1. If the State bought the property for $8,350,000 it paid of new money to acquire it, $1,350.000, viz.: $700.000 to pay the St. Louis County debt, and $650,000 to pay the floating debt of the company, and needed to provide for the payment of $1,500,000 of Dresden prior mortgage bonds, part overdue, and the rest to become due within two years. Besides, the State would have the burden of the change of gauge to put the public interest on the same 4. It does mean that these liens of the State are not at its disposal for favor or gift or grace. They are to be treated as public property, and dealt with by the General Assembly under the public obligation of preserving and realizing their value to the State. This clause severs this subject from the general governmental discretion of the supreme law-making power, and confines the discretion to dealing as creditor with debtor, in respect of the property and value involved. 5. The State having full discretion in computing the money value of its lien, had the full power to discharge it upon receiving that computed value. But this lesser discretion is left unhamp- Treasury an additional sum equal to $5,000,ered, and its exercise can never be the subject 000 in all (either in cash or in Missouri State of judicial control while it maintains the bonds), the Governor should, upon the procharacter of the choice of means to realize the duction of the receipts of the State Treasurer lien; not to release it without realizing it. for the said amounts, execute and deliver to the said Pacific Railroad Company a deed of release for all claims, title and interest which the State of Missouri had in and to the railroad, its property and appurtenances, and that the Pacific Railroad Company should, from and after the delivery of the deed, be fully discharged from all claims or debts due the State, and all liability growing out of the issue of the bonds of the State to aid in the construction of their railroad. The elements of this computation are, in the rough, the value of the property, either for forced sale in the market, or to be nursed by the State, and the considerations which should encourage one course, for realizing the lien, or another. If the State observes this purpose in its legislation, no court can revise its discretion, either in amounts or modes. Mr. Justice Strong delivered the opinion of the court: Within ninety days after the passage of this Act the company paid into the State Treasury $350,000, and within ninety days after such payment $4,650,000 more, in all $5,000,000, the sum specified in the 5th section, and received from the Governor a deed conveying all the right, title and interest of the State, and discharging it from all liens and claims of the State, and from all liability growing out of the issue of state bonds to aid in the construction of its road. That this was a compromise of the claims of the State against the company; practically, a sale to the company of the State's interest growing It has not been contended here that the complainants are not entitled to the injunction decreed by the circuit court, if the Act of the Missouri Legislature, approved March 31, 1868, was a legitimate exercise of the legislative power. But it is insisted that the 5th section of that Act is in conflict with the Constitution of the State and, therefore, that the arrangement made under it with the Pacific Railroad Company cannot be held to operate out of its advance of state as a discharge of the company from the debt bonds under the statutes of 1851, [*367 due by it to the State, or as a release of the and the following years, is very plain, and railroad from the lien of the State's mortgage. such was its obvious intention. The princiThe question presented, then, is this: was the pal of the debt was not then payable. The 5th section of the Act mentioned prohibited by bonds issued by the State had not then fallen the Constitution of the State? By the 1st due. All of them were either twenty or thirty section the Governor was directed to sell the year bonds, and the company was under no Pacific Railroad and its appurtenances, in ac- obligation to pay the principal until the bonds cordance with the provisions of section 5 of became payable. The extent of her obligation the Act, and of an Act approved February 22, was measured by the provisions of the Act of 1851, entitled "An Act to Expedite the Con- 1851. That Act required the company to struction of the Pacific Railroad and the Han-make provision for the payment of the princinibal and St. Joseph Railroad." By the 2d pal and interest of the bonds in such manner section the price for which the railroad was as to exonerate the State from any advances of directed to be sold was required to be not money for that purpose and, had the interest less than $8,350,000, payable to the State been paid up to 1868, the State could then Treasurer, in bonds of the State or in money, have exacted no more. The interest, it is true, within ninety days from the day of sale. If was in arrears from July 1, 1859. To that that sum was not obtained, the Governor was extent the State had an immediate claim upon required to buy in the railroad for the State. the company, but as the whole debt, accordBy the 3d section it was made a condition of ing to the agreed statement of facts, was the sale that the purchaser or purchasers $7,000,000, the aggregate of unpaid interest in should bind himself or themselves to change 1868 was less than $4,000,000. The arrangethe gauge of the road within ten years from ment then made by which $5,000,000 was rethe date of sale, so as to conform to the gauge ceived in full satisfaction, and the deed given, of the Union Pacific Railroad. The 4th sec included, therefore, not only interest due, but tion enacted that upon the payment of all principal which had not fallen due, and hence, 366*] the purchase money, and upon the de- it may properly be regarded as a commutation livery of an obligation, in conformity to the or a sale of the rights of the State to the comrequirement of the 3d section the Governor pany. should execute a deed to the purchaser or purchasers conveying all such right, title and interest in and to the said Pacific Railroad, its franchises, appurtenances, and the property belonging thereto as were subject to the lien of the State. Then followed the 5th section, which is the one mainly in contest. It enacted that if the Pacific Railroad Company should, at any time within ninety days after the first day of April, 1868, pay into the Treasury of the State the sum of $350,000, in the bonds of the State or in money, then, and in that event, the Governor should not advertise the road for sale; and if the company should, within The language of the prohibition is remarkaninety days thereafter, pay into the State ble. It is not that the General Assembly shall We come, then, to the question whether anything in the Constitution of the State prohibits such a transaction. A new Constitution was adopted in 1865, the 15th section of the 4th article of which is as follows: "The General Assembly shall have no power, for any purpose, to release the lien held by the State upon any railroad." This ordinance, it is insisted by the appellants, denied to the Legislature the power to make such a disposition of the interests of the State as was made in 1868 in virtue of the 5th section of the Act of March 31st of that year. |