noney any charge above ten per cent shall | mining whether the contingency be a real
ne usurious; and section 2217 provides that one, or a mere shift and device to cover
"whenever it satisfactorily appears to a usury."
court that any bond, will, note, assurance, Similar views were expressed in the sub-
pledge, conveyance, contract, security, or evi- sequent case of Mathews v. Missouri, Kan-
dence of debt has been taken or received in sas, & Texas Trust Co. [69 Minn, 318), 72 N.
violation of the provisions of this act, the W. 121, where the supreme court of Minneso-
court shall declare the same to be void, and ta again reached the conclusion that the
enjoin any proceedings thereon, and shall or- notes and mortgage, forming a contract be
der the same to be canceled and given up." tween the same trust company and one Math-

As was said in De Wolf v. Johnson, above ews, were usurious and void.
1856]cited, it does not, *in general, comport with The next question for our consideration is

a negotiation for a loan of money that any one not free from difficulty. Can a borrower
thing should enter into the views of the par- of money upon usurious interest successfully
ties, but money, or those substitutes which, seek the aid of a court of equity in cancel.
from their approximation to money, circu- ing the debt without making an offer to re-
late with corresponding, if not equal, facil pay the loan with lawful interest?
ity. Still, however, like every other case, it Undoubtedly the general rule is that
is open to explanation, and the question al courts of equity have a discretion on this
ways is whether it was or was not a sub- subject, and have prescribed the terms on
terfuge to evade the laws against usury which their powers can be brought into ac-
The books contain many cases where artfultivity. They will give no relief to the bor.
contrivances have been resorted to, whereby rower if the contract be executory, except on
the lender is to receive some other advantage the condition that he pay to the lender the
or thing of value beyond the repayment of money lent with legal interest. Nor, if the
the loan with legal interest. Soraetimes the contract be executed, will they enable him
agreement has taken the form of the purchase to recover any more than the excess he has
of an annuity. More frequently there is a paid over the legal interest. Tiffany v.
collateral agreement whereby the borrower Boatman's Sav. Inst, 18 Wall. 375 (22: 868).
is to purchase an article of property and to But what, in such a case, is held to be the
pay therefor more than its intrinsic value. law by the courts of the state of Minnesota !
It has been frequently held that to constitute Under the statutory provision already cited,
usury, where the contract is fair on its face, that whenever it satisfactorily appears to a
there must be an intention knowingly to con- court that any bond, bill, note, assurance,
tract for or to take usurious interest, but pledge, conveyance, security or evidence of
mere ignorance of the law will not protect a debt has been taken or received in violation
party from the penalties of usury. Lloyd v. of the provisions of this act the court shall
Scott, 4 Pet. 205 [7: 833].

declare the same to be void, and enjoin any
The precise character of the contract be proceeding thereon, and shall order the same
tween the present parties is not clear. It to be canceled and given up, the supreme
has some of the features of a loan of money; court of Minnesota has repeatedly held that
in other respects it resembles a contract of a plaintiff suing to cancel a Minnesota con-
life insurance. But our examination of its tract for usury need not offer to repay the
various provisions and of their legal import money loaned. Scott v. Austin, 36 Minn.
has led us to accept the conclusion of courts 460; Exley v. Berryhill, 37 Minn. 182; Math-
below, that the scheme embodied in the ap- ews v. Missouri, Kansas, & Texas Trust Co.
plication, notes, and mortgage was merely (69 Minn. 318] 72 N. W. 121.
à colorable device to cover usury. The su. *Under statutes providing that, in cases of[358]
preme court of Minnesota has more than usury, the borrower is entitled to relief with-
once had occasion to consider this very ques. out being required to pay any part of the
tion. In the case of Missouri, Kansas, & usurious debt or interest as a condition
Texas Trust Co. v. McLachlan, 59 Minn. thereof, it has been held by the courts of New
468, that court said:

York and of Arkansas that courts of equity "The peculiar and unusual provisions of are constrained by the statutes, and must this contract themselves constitute intrinsic grant the relief provided for therein with. evidence sufficient to justify the finding of out applying the general rule that a bill or the existence of every essential element of other proceeding in equity, to set aside or afusury, viz., that there was a loan; that the fect a usurious contract, cannot be main. money was to be returned at all events, and tained without paying or offering to pay tho that more than lawful interest was stipu- amount actually owed. Williams . Fitzlated to be paid for the use of it. The only hugh, 37 N. Y. 444; Lowe v. Loomis, 53 Ark. one of these which could be seriously claimed 454. to be lacking was that the money was not to But it is strenuously argited, and of that

be paid back at all events, but only upon a opinion was Circuit Judge Sanborn in the [857 contingency, *to wit, the continuance of the present case, that Federal courts, in the ex

life of McLachlan; but the facts warrant the ercise of their equity jurisdiction, do not reinference that this contingency was not bona ceive any modification from the legislation fide, but was itself a mere contrivance to of the states or the practice of their courts cover usury. The mere fact that the contract having similar powers, and that consequenthas the form of a contingency will not ex- ly no act of the legislature of Minnesota empt it from the scrutiny of the court, which could deprive the Federal courts sitting in is bound to exercise its judgment in deter-equity of the power or relieve them of the

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duty to enforce and apply the established mortgagor twelve months to redeem, after a principle of equity jurisprudence to this sale under a decree of foreclosure, and to case, that he who seeks equity must do his creditor three months after that, conequity, and to require the appellees to pay ferred a substantial right; and it was so to the appellant what they justly owe for held, and that such right of redemption aftprincipal and lawful interest as a condition er sale was as obligatory on the Federal of granting the relief they ask.

courts *sitting in equity as on the state[360] We think it a satisfactory reply to such courts; and that their rules of practice must a proposition that the complainants in the be made to conform to the law of the state present case were not seeking equity, but to so far as may be necessary to give full effect avail themselves of a substantive right un to the right. The opinion of the court was der the statutory law of the state. It seems delivered by Mr. Justice Miller, who said: to be conceded, or, if not conceded, it is "It is denied that these statutes of Illinois plainly evident, that if the cause had re- (giving the right to redeem) are of any force mained in the state court where it was origi- in cases where the decree of foreclosure is nally brought, the complainant would have rendered in a court of the United States, on been entitled, under the public policy of the the ground that the equity practice of these state of Minnesota, manifested by its stat- courts is governed solely by the precedents of utes as construed by its courts, to have this the English chancery court as they existed usurious contract canceled and surrendered prior to the Declaration of Independence, and without tendering payment of the whole or by such rules of practice as have been estabany part of the original indebtedness. The lished by the Supreme Court of the United defendant company could not, by removing States, or adopted by the circuit courts for the case to the Federal court, on the ground their own guidance. And treating all the that it was a citizen of another state, de proceedings subsequent to a decree which are

prive the complainants of such a substantive necessary for its enforcement as matter of (859];ight. With the policy of the state *legisla- practice, and as belonging solely to the

tion the Federal courts have nothing to do. course of procedure in courts of equity, it is If the states, whether New York, Arkansas, said that not only do the manner of conductMinnesota, or others, think that the evils of ing the sale under a decree of foreclosure, and usury are best prevented by making usuri- all the incidents of such a sale, come within ous contracts void, and by giving a right to the rules of practice of the court, but that the the borrowers to have such contracts uncon- effects of such a sale on the rights acquired ditionally nullified and canceled by the by the purchaser and those of the mortgagor courts, such a view of public policy, in re- and his subsequent grantees are also mere spect to contracts made within the state and matters of practice to be regulated by the sought to be enforced therein, is obligatory rules of the court, as found in the sources we on the Federal courts, whether acting in have mentioned. equity or at law. The local law, consisting “On the other hand, it is said that the efof the applicable statutes as construed by fect of the sale and conveyance made by the the supreme court of the state, furnishes the commissioner is to transfer the title of realesrule of decision.

tate from one person to another, and that all In Clark et al. v. Smith, 13 Pet. 195 [10: the means by which the title to real property 123], it was said that “when the legislature is transferred, whether by deed, by will, or by declares certain instruments illegal and void, judicial proceedings, are subject to, and may there is inherent in the courts of equity a be governed by, the legislative will of the jurisdiction to order them to be delivered up, state in which it lies, except where the law of and thereby give effect to the policy of the the state on that subject impairs the obligalegislature; that the state legislatures have, tion of a contract. And that all the laws of a certainly, no authority to prescribe the forms state existing at the time a mortgage or any or modes of proceeding in the courts of the other contract is made, which affect the United States; but having created a right, rights of the parties to the contract, enter and at the same time prescribed a remedy into and become a part of it, and are obliga. to enforce it, if the remedy prescribed is tory on all courts which assume to give reme. substantially consistent with the ordinary dy on such contracts. modes of proceeding on the chancery side of “We are of opinion that the propositions the Federal courts, no reason exists why it last mentioned *are sound; and if they are in (361) should not be pursued in the same form as conflict with the general doctrine of the exin the state courts; and that the undoubted emption from state control of the chancery truth is that when investigating and decree practice çf the Federal courts, as regards ing on titles in this country the court must mere modes of procedure, they are of paradeal with them in practice as it finds them, mount force, and the latter must to that ex. and accommodate the modes of proceeding tent give way. It would seem that no argu. to the nature of the case, and to the charac- ment is necessary to establish the proposition ter of the equities involved in the contro- that where substantial rights, resting upon a versy, so as to give effect to state legislation statute which is clearly within the legislative and state policy; not departing, however, power, come in conflict with mere forms and from what legitimately belongs to the prac modes of procedure in the courts, the lattice of a court of chancery."

ter must give way, and adapt themselves to The question in Brine v. Hartford F. In the forms necessary to give effect to such surance Co. 96 U. S. 627 [24: 858), was rights. The flexibility of chancery methods, whether a state statute which allowed to the l by which it molds its decrees so as to give


appropriate relief in all cases within its ju- | tolls, etc., and to restrain the District from
risdiction, enables it to do this without vio-prescribing regulations for such market, etc.
lence to principle. If one or the other must affirmed.
give way, good sense unhesitatingly requires See same case below, 6 App. D. C. 34.
that justice and positive rights, founded both
on valid statutes and valid contracts, should

Statement by Mr. Justice White: not be sacrificed to mere questions of mode

*The Washington Market Company was in-[362] and form.” See also, to the same effect, the corporated by act of Congress approved May case of Holland v. Challen, 110 U. S. 15 [28: 20, 1870 (16 Stat. at L. 124, chap. 108). Au52].

thority was conferred upon the company to Of course, these views are not applicable construct suitable buildings and operate a to cases arising out of interstate commerce, public market on the site of the “Center Mar where the policy to be enforced is Federal. ket Space," situated in the northwest section Nor has it been found necessary to consider of the city of Washington, between Seventh whether the agreement between these parties and Ninth streets and B street and Penn. was, as a contract of life insurance, void be. sylvania and Louisiana avenues. With the cause the defendant had not complied with exception of the sixteenth section, the prothe statutes of Minnesota.

visions of the statute related solely to the The decree of the Circuit Court of Appeals, public market thus authorized, and the operaffirming that of the Circuit Court, is ao ation and duration of the franchise. cordingly affirmed.

The sixteenth section is as follows:

"Sec. 16. And be it further enacted, That the city government of Washington shall

have the right to hold and use, under such WASHINGTON MARKET COMPANY, rules and regulations as the said corporation Appt.,

may prescripe, the open space at the inter-
section of Ohio and Louisiana avenues with

Tenth and Twelfth streets, as a market for

the purchase and sale of the following art-

to wit, hay, straw, oats, corn, corn
(See 8. C. Reporter's ed. 361-371.)

meal, seed of all kinds, wood for sale from Rules of Washington Market Company, the wagon, cattle on the hoof, swine on the

power to incur pecuniary liabilitiesstat- hoof, country produce sold 'in quantities ute of frauds.

from the wagon, and such other bulky and

coarse articles as the said corporation may 1. The power to establish_rules and regula- designate. And from and after sixty days

tions with respect to the Washington Market from the passage of this act marketing Company, Incorporated by the act of Congress of the products named herein shall be exo of May 20, 1870, is given by $ 16 to the city cluded from Pennsylvania and Louisiana

government, and not to tho market company. avenues and the sidewalks and pavements 2. The governor, either with or without the thereon." sanction of the board of public works of the

The present litigation was begun on Jan. District of Columbia, had no authority un. der the organic act of February 21, 1871, to uary, 17, 1892, by the filing, on behalf of the Incur a pecuniary liability with respect to Washington Market Company, of a bill in the improvement of the market grounds, the the supreme court of the District, the deerection of market buildings, and the opera- fendant *named therein being the District of (363) tion of the market, which were within the Columbia. The bill averred that the comprovince of the legislative assembly.

plainant was vested by the section above 3. A court of equity will not release an in- quoted with authority to establish the rules

dividual from the operation of the statute and regulations therein referred to for the
of frauds, which requires that interest in government of the wholesale market author,
lands be created by an instrument in writing, |ized to be established. It was also averred
and impose an equitable lien upon land in
favor of one who makes improvements there that, under authority of what was claimed to
on, knowing that the title is in another,-

be a contract arising from correspondence especially where the money is expended under had with the District, complainant, in 1871, an express understanding with reference there entered into possession of a part of the open to, had with the owner,—but will leave the market space referred to in said section 16, party to the remedies, if any, which a court and, in 1886, of the entire space. The corof law provides.

respondence relied on is set out in the

margin. It was alleged that the complain-(364) (No. 83.]

Washington Market Company. Argued December 9, 12, 1898. Decided Jan. Hon. Henry D. Cooke, Governor of the District

November 8, 1871. uary 3, 1899.

of Columbia.

Sir: In section 16 of the charter of this com. N APPEAL from a decree of the Court of pany of May 20, 1870, the open space at the infirming the decree of the Supreme Court of said Tenth and Twelfth streets is assigned as a District dismissing a suit in equity brought market for cattle and bulky and coarse articles by the Washington Market Company against to be sold in quantities from the wagon, and the the District of Columbia, seeking a decree and Louisiana avenues is prohibited.

marketing of such products in Pennsylvania against the District for losses occasioned by

Notwithstanding this probibition dealers aro it to the market company by the abolition of continuing to occupy Louisiana avenue lo de


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ant graded the grounds and made valuable acts of interference by the District and also structures thereon; that it had operated and by recent public 'assertions of an exclusive was still operating a wholesale market there- right to possess and regulate said market,

on, and that it had received and was receiv- the receipts from the operation of the same (365ding the sources of revenue mentioned in the had been greatly diminished, so that the ex

alleged contract, except as to certain charges penses of maintaining the market had been which, it was averred, defendant had wrong. largely in excess of the sum received from its fully abolished.

operation. It was prayed that an account It was charged that, not only by the aboli. might be taken and the District decreed to tion of tolls, above referred to, but by other 'pay the losses occasioned by it; that the fance of law and to the great injury of prop- grain, and wood, and suitable stables, pens, and erty holders on that avenue. This company cattle yards, as soon as the concrete paving comhas been unable to enforce the prohibition be- pany, now occupying the western portion of cause the open space above referred to has not said ground, shall vacate the same; all to be been properly prepared to enable dealers to oc- done to the satisfaction of the District authoricupy the grounds for market purposes as pro- ties, and in such manner as to furnish creditvided in the law.

able accommodations for a wholesale market. By the act of Congress the Washington Mar- In order to more effectually carry out the ket Company is entitled to establish the rules foregoing arrangement, entered into November and regulations which all govern the market & 1871, the company now propose to the govupon the open space, but it is a question whether ernor and to the board of public works, which or not it was the intention of Congress that by law has control of the streets and avenues this company should derive any income there- of the District, that the said company shall be from.

ailowed to collect of dealers in said wholesale Under these circumstances, to meet a press- market the following sums : ing public necessity, this company proposes,

Amount with your permission, properly to grade the

per day. grounds and to place thereon suitable platforms Each one-horse team..

$0.10 of inexpensive construction, which will enable

Each two-horse team. the marketmen to do business on the open space

Each three-horse team.


25 as contemplated by the act, charging them for Each four-horse team. the use of their stands such sums as you and

Each head of neat cattle.

29 the District authorities may prescribe, not to

Each cow and calf.

25 exceed the interest on the actual outlay and

Each swine

05 the actual expenditures for keeping the market Each sheep

05 In order. There can be no possible objection to this

The market company also to charge such rea. course of action, and we trust you will give it sonable rent for storage as may be agreed upon your approval at once, as there is a necessity with the parties using their buildings. for immediate action.

The company will also keep an office open at We have the honor to be, very respectfully,

all hours of the day and night for the accommoT. C. Connelly,

dation of dealers, where produce can be measHallett Kilbourn,

ured and weighed, and will furnish suitable Adole Cluss,

walchmen to take charge of the market and Wm. E. Chandler,

collect the revenues thereof. Committee of the Washington Market Company.

From the revenues collected the market com

pany will retain sufficient to pay all expenses Approved, subject to such regulations as the of managing and keeping in repair and good legislative assembly may hereafter prescribe. condition the buildings and grounds, with ten H. D. Cooke, Governor. per cent annually on the cost of improvements

(which are to be made at the company's charge), Washington Market Company, and the company shall pay over to the District

April 8, 1872. authorities the residue or balance of the reveTo the Governor and Board of Public Works of nne by them collected. the District of Columbia :

If by authority of Congress the company The Wasbington Market Company is now in should at any time be dispossessed of the use possession of the open space at the intersec

and occupancy of the market grounds, it shall tion of Ohio and Louisiana avenues with Tenth be entitled to receive a fair compensation for and 'Twelfth streets, in accordance with the six. its buildings and improvements thereon. teenth section of the act of Congress of May 20,

Washington Market Company, 1870, and the arrangement made with the gov

By M. G. Emery, President. ernor of the District, as per agreement of November 8, 1871, as follows.

Board of Public Works, District of Columbia (Here follows a copy of the letter and ap

Washington. April 26, 1874. proval printed above.)

The Washington Market Company : Since taking possession of the open space thus Iu reply to your communication of April 8, assigned for a wholesale market the company 1872, I have to inform you that the board have have purchased from the District authorities this day passed the following vote: the buildings thereon belonging to the city of prove the arrangement with the Washington Washington, have suitably graded the surface, Market Company proposed in the company's and have also commenced the erection of struc- letter of April 8, 1872, relative to the open space tures thereon necessary for wholesale market at the intersection of Ohio and Louisiana avepurposes, having already completed an open nues and Tenth and Twelfth streets, used as a market or platform shed on the north side of wholesale market : this arrangement not

to B street over 200 feet long: also an open plat. prejudice any lawful future action of the board, form shed 200 feet long on the north side of of the legislative assembly, or of Congress." the grounds, with eating-house and storehouses,

Very respectfully, and have in addition made arrangements to

Alex. R. Shepherd, erect a large open building for loads of bay,

Vice President.

“To ap

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District might also be restrained from pre examine the contentions urged in the order
scribing or attempting to prescribe rules and in which they have been made.
regulations for said market, from interfering As to the claim that the market company
with the sources of revenue mentioned in the is the corporation empowered by section 16

contract, and from forcibly ousting or resort of the charter to establish rules and regula[366]ing to legal proceedings to obtain * possession tions with respect to the market therein au

of the premises. General relief was also thorized. prayed.

We do not find in the text of the statute The answer of the District asserted the anything justifying a construction of the invalidity of the alleged contract; averred words "rules and regulations” as employed that the District alone was entitled to occupy in section 16, which would attach to them a said market space and to establish rules and less broad signification than is given to the regulations respecting the conduct of the word “regulations” in the second section, in market; and further averred the legality of which section, with reference to the public any action taken by or on its behalf respect. market authorized to be constructed and ing said market space and the tolls imposed maintained by the Washington Market Comin the operation of the market.

pany, it was provided that "the municipal The court entered a decree dismissing the government of said city shall at all times bill; and, on appeal, its action was affirmed have the power to make and enforce such by the court of appeals of the District. regulations with regard to said market and 6 App. D. C. 34. An appeal was then taken the management thereof as in their judg. to this court.

ment the convenience, health, and safety of

the community may require." The fact that Mr. William Birney for appellant. the power to establish and enforce regula

Messrs. S. T. Thomas and A. B. Duvall tions with respect to the market to be erected for appellee.

by the market company was vested in the

municipality, and the further fact that a (366), *Mr. Justice White, after making the voice in the establishment of the amount of

foregoing statement, delivered the opinion rent to be paid for stalls in the market of of the court:

the company was expressly conferred upon It is difficult to determine precisely the the District authorities, prevents the infer. theory upon which appellant predicates its ence that, with reference to the market which right to relief at the hands of a court of the city itself was “to hold and use," the city equity. In the bill what is termed a “title was deprived *of the power to make rules and (368) to possession" of the market grounds is as regulations, or that a broad and comprehenserted to be in complainant, and its right sive authority to establish such rules and reg. not only to prescribe rules and regulations ulations was vested in the market company. with respect to the market is averred, but The grammatical structure of the sentence also a right to the sources of revenue men- also supports the view that the corporation tioned in the alleged contract. Despite, referred to in the sixteenth section was the however, the position thus taken in the plead city government, for the nearest antecedent ings, and the fact that the complainant de to the word “corporation” is the city govern. manded that the District be compelled to ac-ment of Washington, the market company count for the losses which, it is alleged, the not being named at all in the section. complainant had sustained by claimed

As respects the alleged contract stated in wrongful interferences of the District, coun. the bill to have been initiated in 1871 and sel, in the argument at bar, bases the right perfected in 1874. to relief solely upon the prayer for general By the written proposal concerning the relief contained in the bill. In consequence use and occupancy of the open market space, of this abandonment of the specific grounds bearing date November 8, 1871, addressed to stated in the bill, the argument at bar is the governor of the District, the Washington

that while the market company, under the Market Company stated: “This company pro(367]section above referred to, had not *obtained poses, with your permission, properly to grade

a general power to regulate and control the the grounds and to place thereon suitable plat-
market, it was by said section vested with forms of inexpensive construction, which will
the power to locate and assign stands there enable the marketmen to do business on the
in, and that the facts averred and shown by open space as contemplated by the act, charg.
the proofs established an implied contracting them for the use of their stands such
by which the District constituted the com- sums as you and the District authorities may
pany an agent to manage and control the prescribe, not to exceed the interest on the
market and collect and disburse the revenues actual outlay and the actual expenditures for
therefrom. And it is then argued that from keeping the market in order." And it was
these facts such a situation resulted as that added: “There can be no possible objection
it would be inequitable to permit the Dis- to this course." Upon this letter was placed
trict to interfere in any wise with the posses. the following indorsement: "Approved, sub-
sion, control, and management of the market ject to such regulations as the legislative as-
without antecedently “reimbursing appellant sembly may hereafter prescribe. H. D.
for moneys expended as its agent in the ad. Cooke, governor.”
ministration of the wholesale market of Irrespective of what may have been the
Washington city.”

power possessed by the governor concerning Disregarding the fact that the claims ag. | the market grounds or market, it is clear that serted in the pleadings on the one hand and there is nothing in this proposal of the mar. at bar on the other are divergent, we shall 'ket company, or in the qualified approval of

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