the parties, or its legal effect different from that which it was declared to be by the laws in force at the time when it was made.

contracts should inviolate. The Constitution, therefore, declares *that no State [*325 shall pass any law impairing the obligation of contracts." (p. 206.)

This constitutional provision is plain, and construes itself. The law is valid, unless the The whole matter of contracts-what may passing thereof impair a contract. The inhi- and what may not, be the subject of agreement, bition directs itself, in express terms, against the competency of parties, the form of the con324*] the passing of the *law, and nothing tract, the manner of the discharge-are all left more. It was designed as a shield against the within the range of State legislation; subject putting forth of legislative power to dissolve only to the qualification, that when a contract, the obligations by which parties were bound to valid according to the laws in force at the time, each other; not to correct the errors or mis- is once made, no State shall pass any law to takes of the judicial power in their application change, to weaken, to "impair," in any respect, of laws constitutionally passed. It is the the obligation by which the parties have bound wrongful passing of the law by the Legislature, themselves. If the State have not attempted not the subsequent misapplication or abuse of such interference by passing a law-no matter a law rightfully passed, which is forbidden. what errors the courts may commit in their enThe provision relates to the state of things at deavor to ascertain the meaning of the parties, the time of the passing of the law. If the act the terms and obligations of their contract-the do not then impair the contract, it is a valid party aggrieved can find no protection under law. If contracts are afterwards entered into, this clause of the federal constitution. He and the State courts improperly apply the pre-must look for relief to the constitution and laws existing law to such contracts, it can in no of his State, and if they fail him, it is his missense be said that the passing of the law by the fortune, to which he must submit; but such State impaired these contracts. The effect is defect in the constitution and laws of the State matter ex post facto. It is an act of the court furnishes no ground upon which he can invoke upon a question of purely judicial interpreta- the interposition of this court, whose function, tion; and upon such questions the party must under this clause of the Constitution, is not to abide the final decision of the highest tribunal supply the defects of State tribunals, but to of his State. If the power of the Legislature check any attempt of the law-making power be constitutionally exercised at the time, the of the State to retroact upon past contracts and act cannot afterwards, by any fiction of rela-impair their obligations. The point is almost tion, be devested of its constitutional character, too clear for argument, especially since the auand become unconstitutional and void. It is thoritative exposition of the meaning of this the fact that the law when passed by the State provision afforded by the decisions of this is constitutional or unconstitutional, that deter-court in Sturges v. Crowninshield, 4 Wheaton, mines whether it be valid or void. It is upon 122, and in Ogden v. Saunders, 12 Wheaton, the act of passing that the constitutional prohibition operates, and, the act once done, it is not in the power of the future to change the fact, that the law was, when passed, constitutional or unconstitutional. This fact, with its character indelibly impressed upon it, as it was at the time of its occurrence, belongs to the past, and over it the future can have no power. Again, the prohibition is against passing a law "impairing the obligation of contracts." The very term "impairing," here used, shows that the law must have the effect of impairing, when passed, or it does not fall within the prohibition-it is not an "impairing" law. Of necessity, it implies that there must be a contract in esse, upon which the law, at the time of its passage, operates a contract to be impaired by the passing of the law. The term "impaired" incorporates into itself, as of the very essence of its meaning, that there is a subject matter to be affected-something to be impaired.

213; which, it is respectfully submitted, are conclusive of the question. See, also, Bronson v. Kinzie et al., 1 Howard, 311, and McCracken v. Hayward, 2 Howard, 608. The highest judicial tribunals of the States of Massachusetts, Connecticut, and New York have, in like manner, declared that if the law be in force at the time when the contract is made, it cannot have the effect of impairing its obligation, and is. therefore, obnoxious to no constitutional objection. Blanchard v. Russel, 13 Mass. R. 16; Betts v. Bagley, 12 Pick. R. 572; Smith v. Mead, 2 Conn. R. 254; Mather v. Bush, 16 Johns. R. 237; Wyman v. Mitchell, 1 Cowen, 321. So decided, also, by the Supreme Court of the State of Ohio in 1821, in the case of Smith v. Parsons, 1 Ohio R. 236. The opinion of the court, pronounced by Judge Burnett, contains a full and able exposition of the principle, that statutes in existence when the contract is made are not within the constitutional prohibition. See, also, Belcher et ux. v. ComĈan it, for a moment, admit of controversy, missioners, etc. 2 McCord, 23; In re Wendell, that the sole object of this provision was a re- 19 Johns. R. 153; Sebrig v. Mersereau, 9 Cowstraint upon that dangerous species of legisla-en, 345, 346; Hicks v. Hotchkiss, 7 Johns. Ch. tion, which, after contracts had been made, R. 30S-313; Blair v. Williams, 4 Littell, 38, interposed to discharge them, or alter their 39, 43-46; Golden v. Prince, 3 Wash. C. C. R. terms, without the consent of the parties-that 318, 319; Johnson v. Duncan, 3 Martin's Louiit was to preserve existing contracts inviolate siana R. 531; 1 Cond. Louisiana R. 161, 162. against legislative invasion? Beyond this, it *The truth is, the only question as [*326 was not intended to abridge the power of leg- to the impairing effect of statutes that can islation belonging to the States. In the case of arise in this case is, whether the Act of the Sturges v. Crowninshield, 4 Wheat. 122, Mr. Legislature passed on the 11th day of FebruChief Justice Marshall, speaking of this provi- ary, 1829-the charter-impaired the proviprovi-ary, sion, says: "The convention appears to have sions of the Act of the Legislature in relation intended to establish the great principle that to banks, passed on the 28th day of January,

1824. The Supreme Court of Ohio declared | longs the right of interpreting the language that the Act of 1829 did not impair the Act of used by the Legislature, to hold that the terms 1824; that it left it just as it was-in full oper- contained in the fourth section of the charter ation as to this bank, as well as to other banks. did express just that thing to declare that the It held, that all that the charter did, in re- Legislature, by the act of incorporation, had spect to a failure of the bank to redeem its said that this bank should be subject to the six notes, was, not to relieve it of the general lia- per cent. of the Act of 1824, as well as also to bility which attached to all banks, under the the twelve per cent. as "additional" thereto. law of 1824, but, leaving that act in full force, The Supreme Court of Ohio having decided to provide "additional" security that the bank that the Act of 1824 is by the Legislature rewould fulfill its engagements to the public, ferred to in the charter and made part of it, and so subserve the purpose of its creation. and the Legislature having full constitutional How, then, can this court, in the exercise of power to do so when it passed the act of inthe narrow jurisdiction over State tribunals to corporation, when it made its contract with the which it is confined, reverse the judgment of plaintiffs in error, how can it be that the recovthe Supreme Court of Ohio, even if it were ery of the defendants in error, in the Supreme admitted that any error had here intervened? Court of Ohio, is obnoxious to any constitutional objection?

States.

Unless the construction of the State court make the Legislature to do an act which the Legislature cannot constitutionally do-if the Legislature might rightfully have done precisely what the interpretation of the State court says it did do-can it be possible that there is any violation of the Constitution?

The Supreme Court of Ohio has only decided that the Legislature of that State, by the act of incorporation by the plaintiffs in error, did what it had an undoubted constitutional right to do-incorporated in the charter the provisions of the Act of 1824, and added to the penalties which is provided in case of suspension of specie payments.

Again, the question being merely a question as to the meaning of two statutes of Ohio, in pari The plaintiffs in error ask this court to wrest marteria, when taken together, this court, ac- from the judicial tribunals of the States the cording to the principle settled by its repeated right of expounding the statutes of their own adjudications, will be guided by the construc- Legislatures-to do what Mr. Chief Justice tion adopted by the highest judicial tribunal of Marshall says "no court in the universe, which the State. The Supreme Court of Ohio simply professed to be governed by principle, would decided, that when the Legislature of that State undertake to do"-erect itself into a tribunal employs, in relation to a bank, the language to correct the alleged misinterpretations of contained in the fourth section of this charter, their own statutes by the judiciary of the it intends to subject the bank to the provisions of the Act of 1824, precisely as if, in totidem verbis, it were so expressly declared. In the case of Elmendorff v. Taylor, 10 Wheat. 159, Mr. Chief Justice Marshall says: "This court has uniformly professed its disposition, in cases depending on the laws of a particular State, to adopt the construction which the courts of that State have given to those laws. This course is founded on the principle, supposed to be universally recognized, that the Judicial Department of every government, where such department exists, is the appropriate organ for construing the legislative acts of that government. Thus no court in the universe, which professed to be governed by principle, would, we presume, undertake to say that the court of Great Britain, or of France, or of any other nation, had misunderstood their own statutes, and therefore erect itself into a tribunal which should correct such misunderstanding. We receive the construction of the courts of the nation as the true sense of the law, and feel ourselves no more at liberty to depart from that construction, than to depart from the words of the statute. On this principle, the construction given by this court to the Constitution and laws of the United States is received by all as the true construction; and, on the same principle, the construction given by the courts of the several States to the legislative acts of those States is received as true, unless they come in conflict with the Constitution, laws, or 327*] *treaties of the United States. Among the many other cases to the same effect are United States v. Morrison, 4 Peters, 124; Green's Lessee v. Neal, 6 Peters, 291.

Now, if it would not have been unconstitutional for the Legislature to have provided by the charter expressly, in so many words, that the plaintiffs in error, on default in the redemption of their notes, should be subject to the six per cent. given by the Act of 1824, as well as to the twelve per cent. "additional" thereto, it surely was not unconstitutional for the Supreme Court of the State, to which alone be

Indeed, the learned counsel for the plaintiffs in error (who has furnished me with his printed brief) admits the soundness of the opinion of Ogden v. Saunders, as applied to a contract to which individuals alone are parties. But he insists that a different rule should obtain where the State is one of the contracting parties— that, in the eye of the Constitution, the properties of a contract as between individuals do not belong to an act of incorporation passed *by the Legislature of a State. Well, [*328 this may be so. But it occurs to me, that this is dangerous ground for him to tread. I had always supposed that the whole basis of the decision of this court in the case of Dartmouth College v. Woodward, by which charters were impaled within the protection of this constitutional provision, was, that the charter was similar to-identical with a contract between individuals. To establish this, the arguments of the learned counsel and the reasoning of the court in that case were all directed. Every argument of the counsel for the plaintiffs in error, which tends to make good a difference between a charter and an ordinary contract, directly assails the soundness of this leading case, without which the plaintiffs in error have no place here in this court; for the foundation of this writ of error is, that this charter is a con

tract, and as such within the protection of the Constitution of the United States.

The learned counsel for the plaintiffs in error also says, that "undoubtedly contracts may be impaired by errors of the judiciary; and that it is not for such errors that resort can be had to this court from State tribunals." He admits, "that if a contract be impaired, by the application, on the part of the court, of some legal principle, or by misconstruction of the terms of the contract, a case does not arise for the jurisdiction of this court." "But," says he, "if the contract is impaired by the application of a State law, then the jurisdiction does attach."

drawn not only from all future, but also from all past legislation-is to sweep from the States | all legislative power over the subject matter of contracts.

If the Legislature cannot pass laws to operate, in futuro, upon charters subsequently granted, then, as it is conceded that corporations cannot be affected by any laws enacted after the grant of the charter, corporations are indeed supreme. Charters rise independent of all law. Well may learned counsel say that they are a "law unto themselves;" for beyond the few meagre provisions embodied in them, they stand exempt from all legislative power and control.

The admission amounts to this, that the State The learned counsel for the plaintiffs in ercourt may impair the contract, by the misap- ror, in his endeavor to maintain the position that plication of a legal principle, or by the miscon- the Constitution extends to the improper applistruction of the terms of the contract, and yet cation, by the State court, of a pre-existing law, the case not fall within the jurisdiction of this observes that the wrong is not done by the passcourt. But, if this same error be committed, ing of the law. He says that the law does not, under pretext of a law of the State, even pre- per se, impair the contract; but that it is by the existent to the contract, the case is within the concurrence of the act of the court with the act jurisdiction. According to this, if there had of the Legislature that the thing is affected. never been any such law in existence as the Act If this be so, what is the result? Now, it of 1824, and the court had rendered precisely was the intention of the Legislature, when this the same judgment as that now presented in charter was granted, that the provisions of the this record, the error would, by the counsel's Act of 1824 should apply to it, or that they own admission, be beyond the reach of this should not apply. If, in legislative intent, the court. There would then be the case of "mis- statute of 1824 was to operate upon this bank construction of the terms of the contract”—of—if the fourth section of the charter were, what "misapplication of a legal principle"-which it purports to be, "additional" to that act-then he concedes to be an error for which the judgment is not amenable to this court; and still he says, that because the mistaken "legal principle," which the court below improperly followed, was the pre-existing statute of 1824, instead of some other legal principle, this court may interpose to reverse the judgment. The same judgment might have been rendered by the Supreme Court of Ohio, and any other ground assigned for it than the Act of 1824although no better in judgment of law than that, both being equally erroneous-and, by the admission of learned counsel, it could not be impeached in this court for error.

the law of 1824, by the terms of the original compact between the State and the plaintffs in error, became part of the charter. It is parcel of the contract itself; as much so as if set out in it at large. Of course, then, there is no error in the judgment; for, upon this hypothesis, it *only enforces the agreement of the par-[*330 ties, according to the terms and true meaning of their contract.

If, on the other hand, the Legislature did not design that the law of 1824 should apply, then there could be no "concurrence of the act of the Legislature with the act of the court." The "law making and law expounding authorities of the If the State court had the power to render | State" did not "concur." This "double agency," 329*] the judgment, it is *sufficient. The of which he speaks, did not "unite." It question with this court, whose power over State was the sole, unauthorized act of the court; tribunals is limited, is, whether the judgment an act, too, not only not concurring with, but can stand, without carrying out, in accordance in direct violation of, the legislative intent. with the legislative intent, a law of the State passed to impair a contract. If it can, then there is no error here for the correction of this court. It is only where a law is passed to operate upon existing contracts, and where the decision of the State court is "in favor of the validity" of such a law, that jurisdiction to reverse is vested in this court. It matters not how erroneous, in other respects, the opinion of the State court may be. A wrong ground assumed for its judgment is no cause for reversal by this court, unless that ground be solely that the State court has made itself instrumental in giv-ror hath this extent, no more-that the court of ing effect to a law of the Legislature, which, in its enactment, was leveled against an existing contract. Crowell v. Randell, 10 Peters, 368; McKinney et al. v. Carroll, 12 Peters, 66; McDonogh v. Millaudon, 3 Howard, 693.

It cannot be, in rerum natura, that the passing of a law can impair a contract, unless the contract be in being when the law is passed. To hold otherwise to declare that Contracts are, by this provision of the Constitution, with

The legislative and judicial acts, so far from being concurrent, were antagonist. The wrong complained of is pure, unmixed judicial wrong. So far as legislation is concerned, all is right. That has not transcended its power to strike at the contract. The blow comes from the judiciary alone; and it is not less the sole act of the judiciary, because, to secure its aim, it seizes upon an act of the Legislature, and, wresting: it from its true design, gives it force and direction never contemplated by the Legislature.

The whole complaint of the plaintiffs in er

Ohio, on looking into the contract, with a view to ascertain its meaning, mistook its terms, supposing that the parties had adopted, as part of the charter, the provisions of the Act of 1824; whereas a right interpretation of the contract, as they claim it, excludes these provisions. That law was applied to the case, because, in the judgment of that court, the parties had, when the contract was entered into, made its provisions part of the terms of the contract.

The court simply declared, that, as the contract | der it, or dissolving it because the mutual oblipresented itself to the judicial mind, it was a gations were no longer observed, is in no corcontract incorporating into itself the provisions rect sense a law impairing the obligations of of the Act of 1824, as claimed by the defend- the contract." ants in error, and not excluding them, as Now, if the Act of 1824 can apply to previclaimed by the plaintiffs in error. It was, in ously granted charters, can there be a doubt as short, nothing more or less than a simple "mis- to its appropriate application to subsequently construction of the terms of the contract;" and granted charters? Such an act, passed after upon that, the learned counsel tells us "a case the charter, is held valid, upon the ground that does not arise for the jurisdiction of this court." it does not impair any franchise which the corAgain, the Act of 1824 relates to the remedy.poration may lawfully exercise under the charIt is entitled, "An Act to regulate judicial pro- ter. Its object is to prevent an unlawful act— ceedings where banks and bankers are parties." a violation of charter duty. It takes away By its express terms, it applies to "all actions no vested right, unless the corporation has a brought against any bank or banker." Re-vested right to disregard the great purpose of garded in this light, it has been held, in respect its being, a "vested right to do wrong. to this liability on suspension, applicable even to charters previously granted. Atwood v.empt from a general law, passed even after the Bank of Chillicothe, 10 Ohio Rep. 526. grant of its charter, which is remedial in its character, and operates upon acts in futuro, unless the language of the charter imperatively requires it.

In no case is it held that a corporation is ex

*How much more cogent is the Act [*33 2 of 1824 in its application to charters granted after its enactment!

How, then, under the simple clause of the Constitution, relied upon by the plaintiffs in error, can the jurisdiction of this court be called into exercise, to reverse, for such an error as this, if error it be, the judgment of the Supreme Court of the State of Ohio?

Indeed, the case of Brown v. Penobscot Bank, 8 Mass. Rep. 445, cited by the learned counsel for the plaintiffs in error-proceeding upon the obvious distinction which obtains between the obligation of a contract and the remedy, as repeatedly declared by this court-is to the same point. The Penobscot Bank was chartered in the year 1805. In the year 1809 the Legislature 331*] of *Massachusetts passed a general law, providing, that "from and after the first day of January, 1810, if any incorporated bank within this Commonwealth shall refuse or neglect to pay, on demand, any bill or bills of such bank, I take the simple language of the Constitusuch bank shall be liable to pay to the holder tion as I find it: "No State shall pass any law of such bill or bills after the rate of two per impairing the obligation of contracts." The cent, per month on the amount thereof, from construction of the plaintiffs in error interpothe time of such neglect and refusal." It was lates. As they read the Constitution, it declaimed, on the part of the Penobscot Bank, clares, "No State shall pass any law, nor that the Act of 1809, "as applied to its char-shall its judiciary make any decision, impairing ter," was repugnant to the Constitution. The the obligation of contracts." court say, that "if the act upon which the plaintiff relied in this case was unconstitutional, and therefore void, it must be by force of some specific provision in the Constitution of the United States, or in that of this Commonwealth. But none such had been cited at the bar, nor was any such known to exist. The incorporation of a banking company was a privilege conferred by the Legislature on the members. Punctuality and promptness in meeting every demand made on such an institution are essential to its existence; and a failure in this respect, now that bank bills form, almost exclusively, the circulating medium of the country, is a public inconvenience of great extent, and introductive of much mischief. It was, therefore, a duty highly incumbent on the Legislature, by all means within its constitutional authority, to prevent and punish such a mischief, and this the rather, as these corporations received all their powers from legislative grants. The provision made by the act under consideration was equitable and wise, and the community is probably indebted to it for the correction of an evil, which, at the time of passing the law, had increased to an alarming degree. As it had no retrospective effect, there was no ground for complaint on the part of the banks, nor did it militate against any known and sound principle of legislation." p. 448.

In Satterlee v. Mathewson, 2 Peters, 413, it is declared, that "there is nothing in the Constitution of the United States which forbids the Legislature of a State to exercise judicial functions," and in that case it was accordingly decided, that the Constitution did not extend to an act which was of a judicial nature, although in the form of a law passed by the Legislature of a State. And this was precisely in accordance with the decision made at an early day in the case of Calder v. Bull, 3 Dallas, 386. See opinions of Iredell, J., and Cushing, J. With much less reason can it be claimed that a pure judicial act, done not by the passing of a law by the Legislature, but by the decision of a court, is within the prohibition of the Constitution.

In reply as to what is said, as to the case now before the court falling within the mischief which the Constitution designed to remedy, I have only to say, that, if the court here incline to go beyond the plain language of the Constitution itself, and look into the evils which led to the insertion of this clause, as the history of the time discloses them, ample reasons will be found coming to the support of the position which I maintain. See 4 Wheat. 205, 206.

Besides, in the case of Satterlee v. Mathewson, 2 Peters, 381, this court held, that retrospective statutes were not repugnant to the ConstiIn the case of Dartmouth College v. Wood-tution of the United States, unless they were ward, 4 Wheat. 696, Mr. Justice Story says, ex post facto (using those terms in their rethat "a law punishing a breach of contract, by stricted sense, as confined to criminal laws), or imposing a forfeiture of the right acquired un- unless they impaired a contract; although of

like mischief with that against which the Constitution expressly provided. And it was well remarked by Mr. Chief Justice Marshall, in the case of Providence Bank v. Billings, 4 Peters, 563, that the "Constitution was not intended to furnish the corrective of every abuse of power which may be committed by the State governments."

This court will not feel inclined to enlarge the construction of the Constitution, in order to abridge the power of legislation belonging to the States, their highest attribute of sovereignty, by any implication extending this constitutional inhibition to all pre-existing laws 333*] *relating to the subject matter of contracts. Of such latitudinarian construction, so startling to State power, the end cannot be seen from the beginning.

While this court, in the exercise of that high function which sits in judgment upon the validity of the legislative acts of a sovereign State, has always shown itself firm to maintain all just rights under the Constitution of the United States, it has also shown itself not less careful to guard against trenching, by its decisions, upon the remnant of rights which that Constitution has left to the States. So cautious does it move, in the execution of this most delicate trust, that it will not set aside an act of the Legislature of a State, as a void thing, unless it appear clearly to be repugnant to the Constitution. If its constitutionality be doubtful only, the doubt resolves itself in favor of the exercise of State power, and the act takes effect.

But I submit to the court, with great confidence, that, as to this bank, it is clear that the State of Ohio has not, by the passing of any law, impaired the obligation of its charter contract; and that therefore, upon this record, no case arises to which the constitutional inhibition relied upon by the plaintiffs in error can extend.

Mr. Gilpin, for plaintiffs in error, in conclusion:

it was erroneous, because it recognized the validity of the Act of 1824 as applicable to the charter of the corporation, and thus impaired the obligation of the contract made by that instrument. At the hearing of the case the court were equally divided in opinion on the cases assigned, and therefore, according to its practice in such cases, the judgment of the inferior court was *affirmed. No opin- [*334 ion was delivered by the Supreme Court in bank, nor either of the judges. No authoritative construction of that court has been given to the Act of Assembly on the point in question. The plaintiffs in error contend that this judgment should be reversed by this court, because it is expressly founded on the alleged validity of the Act of 1824, as applicable to their charter; and as that charter was a contract between the State and the corporation, its stipulations are thereby changed, and its obligation impaired.

The charter of 1829 is a contract, to which the parties on one side are the State of Ohio and those claiming privileges reserved to them by the State, and, on the other, this corporation. It is a contract with mutual benefits, not merely of the general kind, but specific, for the State reserves to itself a certain portion of the profits of the institution. It is such a contract as the Constitution of the United States meant to preserve inviolate in its stipulations. It is not a legislative act, operating on the transactions of third parties, or entering into or forming part of their contracts, by the mere force of paramount legislation, but it is an agreement made by the State itself, as a party, for equivalents exacted and received by it from the corporation. It is, even more strongly than in the case of a charitable institution from which the State creating it receives no direct benefit, a contract to which the stockholders, the corporation. and the State are the original parties. "It is,” f the words of Chief Justice Marshall (Dartmouth College v. Woodward, 4 Wheat. 518), “a contract made on a valuable consideration. It is a contract for the security and disposition of property. It is a contract on the faith of which real and personal property has been conveyed to the corporation. It is, then, a contract within the letter of the Constitution, and within its spirit also." It is a contract “to be held as sacred as the deed of an individual.” Waddell v. Martin, cited 1 Peters's Dig. 481. The government which is a party to it "can rightfully do nothing inconsistent with the fair meaning of the contract it has made." Crease v. Babcock, 23 Pick. 340.

The Act of the General Assembly of Ohio of 11th February, 1829 (3 Chase's Ohio Stat. 2059), created this corporation for banking purposes, declared its powers, duties, and liabilities, and especially provided for the contingency of its suspending the payment in gold and silver of its bank notes and deposits, by imposing a penalty of twelve per cent. per annum, from the time of demand and refusal. An Act of the 28th January, 1824 (2 Chase's Ohio Stat. 1417), had been previously passed by the same Legislature, making several general regulations in regard to banks and bankers in that State; If it is a contract, how are its terms to be ascerand, among them, providing for the same con- tained? The charter is the formal and delibertingency, by imposing a payment of six per ate act of both parties, reducing to literal stipcent. per annum from the time of suspension.ulations what they mutually agree to; laws not This corporation suspended payment, and the introduced form no part of it, except so far as defendant in error, holding a large amount of its notes, brought suit in the Supreme Court of they are general municipal laws regulating all Hamilton County, to recover the penalty. property; the laws that govern contracts beJudgment was given in her favor in that court, tween man and man govern this; in such a for the principal of the notes, and also eight-case, would not the written instrument made een per cent. interest, subjecting the corporation to the penalty provided by its charter, and then, in addition, to that provided by the Act of 1824. This judgment was carried by appeal to the Supreme Court in bank of the State of Ohio, being the highest court of law in that State, and the plaintiffs in error contended that

by and between the parties be taken as the declaration of their liability? Nothing is better settled than that it would be. Vattel, 2, 17, 263; Co. Litt. 147; Parkhurst v. Smith, Willes, 332; Schooner Reeside, 2 Sumner, 567; Truman v. Lode, 11 Adolph. & Ell. 597; Kain v. Old. 2 Barn. & Cress..634; Thomas v. Mahan, 4 Green