[359] [360] bonds and coupons in suit; that the Township, election was not held at the time directed by the statute, certain taxpayers, whose property was levied on and was about to be sold, instituted a suit to enjoin the sale. Pending that suit, the Legislature passed an Act declaring the vote and tax to be good, valid and effectual in law and in equity, and legalized what had been done by the local officers in reference to the assessment of the tax. The court held that although the tax was voted at a time not authorized by law, and was not so certified as to become a valid tax, "it was clearly competent for the Legislature to remedy those defects, while the tax remained uncollected." "Laws of this character," said Chief Justice Treat, delivering the unanimous opinion of the court, "are often passed to secure the collection of taxes defectively levied, and there can be no serious objections to their validity.' In Keithsburg v. Frick, 34 Ill. 421, one of the questions presented was as to the validity of an Act of 1857, giving a special charter to the Town of Keithsburg, and conferring upon it authority to subscribe stock to a certain railroad company, and at the same time legalizing and confirming a previous subscription to the stock of the same corporation by the town while acting under the general incorporation law for towns and cities. The court, speaking by Mr. Justice Breese, said: "If the subscription was made under the organization al 1849, the 17th section of the Act of 1857 legalizes and confirms it. The subscription, therefore, was good if made under the Act of 1849, confirmed as it is by the 17th section of the Act of 1857. The bonds may be regarded as issued by the old corporation, confirmed by the new Act, or as a new issue under the second section of the Act of 1857." The record does not disclose the particular ground upon which the circuit court sustained the demurrer, and gave judgment for the Township. But we cannot understand how that result was possible, except upon the hy-lowed by the general incorporation law of pothesis that the Act of February 28, 1867, legalizing elections previously held, at which a majority of legal voters of a township declared in favor of a subscription to the stock of this company, was unconstitutional. But the constitutionality of that very statute, in respect of the clause now before us, was directly sustained by this court in St. Joseph Township v. Rogers, 16 Wall. 644, 663 [83 U. S. Bk, 21, L. ed. 328, In Scholfield v. Watkins, 22 Ill. 72, one of the 338]. The question there was as to the validity questions was as to the constitutionality of a of bonds issued by a township on the first of statute which legalized the acts and proceedOctober, 1867, to the Danville, Urbana, Bloom-ings of certain school district trustees in unitington and Pekin Railroad Company, under ing districts and levying and collecting taxes the authority of the before mentioned Act of for building houses, and for the support of February 28, 1867, and in accordance with a schools therein, and provided that all proceedpopular vote at an election held in August, ings may be had in the same manner as if those 1866. It was there contended that the Act was proceedings had been strictly regular and legal. unconstitutional and void, as creating a debt The court, said by Walker, J., that there could for a municipality, against its will expressed be no doubt that "the Legislature have the in a legal manner. There, as here, the elec-power to form a school district, or may legaltion referred to in the bonds was held without authority of law. But the court, speaking by Mr. Justice Clifford, said that, according to repeated decisions of the Supreme Court of Illinois and of this court, defective subscriptions of the kind there made "may, in all cases, be ratified where the Legislature could have originally conferred the power;" citing, among other cases, Cowgill v. Long, 15 Ill. 203 and Keithsburg v. Frick, 34 Id. 405. In Cowgill v. Long, 15 Ill. 202, it appears that a statute of Illinois authorized the legal Voters of any school district to meet together at a certain time in any year and determine by vote whether a tax should be levied for the support of common schools, for building and repairing schoolhouses, or for other school purposes. The inhabitants of a district held an election and voted a tax for the purpose of erecting a schoolhouse. The tax was assessed and steps were taken for its collection. But as the ize the acts of officers in attempting to form s district, so as to render such district legal. *** And the power to cure irregularities in the manner of levying a tax is equally undoubted, and, so far as this tax was levied for the purposes specified in the Act, there is no doubt that the levy is thereby made valid." These cases were all determined before the bonds in suit were issued. While they are not analogous in every respect to the one before us, they seem to rest upon the principle that the Legislature, when not restricted by the Constitution, may, by retroactive statutes, legalize the unauthorized acts and proceedings of subor dinate municipal agencies, where such acts and proceedings would have been valid if done under legislative sanction previously given. The decision in St. Joseph Township v. Rogers only gave effect to principles announced by the state court prior to the issuing of the bonds. If, according to the law of Illinois, as declared by its highest court at the time the bonds in suit were issued, the Act of February 28, 1867 was a valid exercise of legislative power, the rights of the purchasers or holders, could not be affected merely by subsequent change of deson. For it is the long established doctrine of this court-from which, as said recently in Green County v. Conness, 109 U. S. 105 [Bk. 27 L. ed. 872], we are not disposed to swerve -that where the liability of a municipal corporation upon negotiable securities depends spon a local statute, the rights of the parties are to be determined according to the law as declared by the state courts at the time such Securities were issued. In Douglass v. County of Pike, 101 U. S. 677 [Bk. 25, L. ed. 968], the Chief Justice said: "After a statute has been settled by judicial construction, the construction becomes, so far as contract rights are concerned, as much a part of the statute as the text self, and a change of decision is, to all intents and purposes, the same in effect on contracts as an amendment of the law by means of alegislative enactment." See also County of Blv. Douglass, 105 U. S. 732 [Bk. 26, L. ed. Oleatt v. Supervisors, 16 Wall. 678 [83 U. S. Bk. 21, L. ed. 382]; City v. Lamson, 9 Wall. 477, 485 [76 U. S. Bk. 19, L. ed. 725, 729]; Boyd Alabama, 94 U. S. 645 [Bk. 24, L. ed. 302]; Tavor v. Ypsilanti, 105 U. S. 71 [Bk. 26, L. ed. 112) Thompson v. Lee County, 3 Wall. 330 [70 US Bk. 18, L. ed. 178]; Brown v. Mayor, 63 SY 244; Cooley, Const. Lim. 474,477, 4th ed.; Dill Mun. Corp. § 46. If, however, we are in error in our interpretatas of the decision, in Cowgill v. Long, ScholWatkins and Keithsburg v. Frick, it res that when the bonds were executed there as no decision of the state court in reference to the power of the Legislature to enact the statute of February 28, 1867. In that case the duty of court is to determine, upon its independent dgment, what was the law of Illinois when the rights of the parties accrued. In Burgess v. Mysan, 107 U. S. 33 [Bk. 27, L. ed. 365], the court had occasion to re-examine all its prior &fications concerning the obligation of the feral courts to follow the decisions of the state ts upon questions of local law. Mr. Jus for Bradley, speaking for the whole court, after ving that the federal courts had an indeent jurisdiction in the administration of tate laws, co-ordinate with and not subordinate fast of the state courts, and are bound to exee their own judgment as to the meaning defect of these laws, said: "So, when conand transactions have been entered into, Lights have accrued thereon, under a parar state of the decisions, or where there has no decision of the state tribunals, the ral courts properly claim the right to adopt er own interpretation of the law applicable the case, although a different interpretation 17 he adopted by the state courts after such have accrued. But even in such cases, sake of harmony and to avoid confuthe federal courts will lean to an agreetext of views with the state courts if the quesseems to be balanced with doubt." Any er rule, it was further said, would defeat very object of giving to the national ririsdiction to administer the laws of the States in controversies between citizens of different States." Assuming, then, for the purposes of this case, that the question of legislative power as here presented had not, when the bonds in suit were issued, been finally determined by the state court, we perceive no reason to doubt the correctness of the decision upon this point in St. Joseph Township v. Rogers. It is not claimed that the Constitution of Illinois, in terms, forbade retrospective legislation. But the statute in question is supposed to be obnoxious to that clause which provides that "The corporate authorities of counties, townships, school districts, cities, towns and villages may be vested with power to assess and collect taxes for corporate purposes." Numerous decisions of the state court, to which our attention was called in other cases, construe that provision as defining not simply the class of municipal officers upon whom the power of taxation, for local purposes, may be conferred, but the purposes for which that power may be exerted. Those decisions are to the effect that, within the meaning of the Constitution, the corporate authorities of a township like Santa Anna are the electors; and that while the construction of a railroad, through or near the township, would be a corporate purpose within the meaning of that instrument, à debt for that object could not be imposed upon it without the consent of its corporate authorities, that is, without the consent of the electors. These principles fall far short of sustaining the proposition that the curative clause of the Act of February 28, 1867, was unconstitutional; for, the Legislature did not, in any just sense, impose a debt upon Santa Anna Township against the will of its corporate authorities, the electors. The Act embraces only townships which, by a majority of their legal voters, at an election previously held, had declared for a subscription. That such majority was given at an election held by the Township in the customary form is averred in the declaration and is admitted by the demurrer. The curative Act only gave effect to the declared will of the electors. As the Constitution of the State did not provide any particular mode in which the corporate authorities of a township should manifest their willingness or desire to incur a municipal debt for railroad purposes, we perceive no reason why the action of the majority of legal voters, at an election held in advance of legislative action, might not be recognized by the Legislature and constitute the basis of its subsequent assent to the creation of such indebtedness, and its ratification of what had been done. In Grenada Co. etc. v. Brogden, 112 U. S. 271 [Bk. 28, L. ed. 707], where somewhat the same question was involved, we said: "Since what was done in this case by the constitutional majority of qualified electors and by the board of supervisors of the county would have been legal and binding upon the county had it been done under legislative authority previously conferred, it is not perceived why subsequent legislative ratification is not, in the absence of constitutional restrictions upon such legislation, equivalent to original authority." See also Thompson v. Perrine, 103 U. S. 815 [Bk. 26, L. ed. 616]; Ritchie v. Frank lin Co. 22 Wall. 67 [89 U. S. bk. 22, L. ed. [364] [365] 825]; Thomson v. Lee County, 3 Wall. 327 [70 U. | trine of this court, that rights accruing under stance. We infer from the arguments before us that the circuit court felt obliged by the decision in Township of Elmwood v. Marcy, 92 U. S. 289 [Bk. 23, L. ed. 710], to hold the Act of February 28, 1867, to be unconstitutional. In that case, the main question was as to the liability of Elmwood Township upon bonds issued in We are of opinion that the demurrer should have been overruled. The judgment is reversed, with directions for further proceedings in con formity with this opinion. Cited-117 U. 8., 509. JOHN CONFARR, Pf. in Err., V. TOWNSHIP OF SANTA ANNA IN ERROR to the Circuit Court of the United States for the Southern District of Illinois. The judgment in this case is reversed upon the authority of Anderson v. Township of Santa Anna, just decided, and the cause is remanded for further proceedings in conformity with the opinion in that True copy: Test. cass. James H. McKenney, Clerk, Sup. Court, U. S. its name by its supervisor and town clerk, un- | JOHN M. STONE ET AL, Composing the der the authority, not of that Act, but of one Railroad Commission of MISSISSIPPI, Appts., LOAN AND TRUST COM- Cases," 307-347.) Constitutional law-railroads-State has power transportation within its own jurisdiction, unless firmed and declared to be binding upon the FARMERS engage. 3. The grant to a railroad company, of power "from time to time to fix, regulate and receive the toll and charges" to be received by it for transporcharges leaving the State free, within the limits of tation, confers merely the power to fix reasonable its general authority, to declare what shall be deemed reasonable. NOTE.-Constitutional law; railroads; extent of state control over. B. & O. R. R. Co. v. Maryland, 88 U. S. (21 Wall., 456, bk. 22, 678, note. of Congress; how far exclusive. For a full discusSame-interstate commerce: regulation of: power sion, see Gloucester Ferry Co. v. Pa., ante, 158, note. 1 "Railroad Commission Cases." 4 The charter of the Mobile and Ohio Railroad (36 U. S. bk. 9, L. ed. 648); Fertilizing Co. v. Company contains no contract the obligation of ach is in any way impaired by the Mississippi Hyde Park and Patterson v. Ky. 97 U. S. 667, Statute of March 11, 1884, creating a commission to 503 (Bk. 24, L. ed. 1038, 1116); Frankfort & provide for the regulation of freight and passenger P. P. R. R. Co. v. Philadelphia, 58 Pa. St. 119; rates, prevent unjust discrimination, and enforce R. R. Co. v. Fuller, 17 Wall. 560 (84 U. S. bk. certain police regulations affecting railroad companies doing business in that State. 21, L. ed. 710). & A railroad company chartered by and carrying on its business in two or more States is, for all purposes of local government, a domestic corporation in each State and, within each State, subject to its was to all matters not within the exclusive con trol of Congress. The Act in question does not deny to the compary the equal protection of the laws nor deprive tfits property without due process of law, withIn the meaning of the Fourteenth Amendment. This court agrees with the Supreme Court of Mississippi, that said Act is not repugnant to the Constitution of that State. * This court also holds that said Act is not so in The charter contains no provision which was intended to create a contract. Law making is the peculiar and exclusive function of the legislative department of the government; tent is plainly shown. and its acts are only laws unless a different in Fertilizing Co. v. Hyde Park, supra; Charles River Bridge v. Warren Bridge, 11 Pet. 547 (36 U. S. bk. 9, L. ed. 824); Newton v. Comrs. 100 U. S. 561 (Bk. 25, L. ed. 712). There must have been a deliberate intention errestent and uncertain as to be absolutely void to grant what is claimed, clearly manifested upon its face. [No. 722.] Argued Oct. 13, 14, 15, 1885. Decided Jan. 4, 1886. on the part of the State. Such a purpose cannot be inferred from equivocal language. Providence Bank v. Billings, 4 Pet. 514 (29 U. S. bk. 7, L. ed. 939); Gilman v. Sheboygan, 2 Black, 510 (67 U. S. bk. 17, L. ed. 305); Ruggles APPEAL from the Circuit Court of the United v. Ill. 108 U. S. 531 (Bk. 27, L. ed. 815). States for the Southern District of Missis The history and facts of the case fully appear in the opinion of the court. See also the folowing and related cases of Stone v. Illinois Central R. R. Co. and Stone v. New Orlear and Northeastern R. R. Co. post, 650, 651. Mr. Jno. W. C. Watson, for appellants: A state law necessarily embarrassing, encumbering or obstructing commerce would be unconstitutional; but the law in question was degned for no such purpose and need have no such effect. It is its object to encourage and promote commerce by protecting it against unreasonable charges and unjust discriminations. It is difficult to comprehend how a railroad Corporation can, under the authority of the State, regulate its charges, if it is unconstitucal for the State itself to exercise this power. It would certainly be no more dangerous in the hands of the State than in the hands of a corporation. State regulation of railroad charges is not in fat with the power of Congress. Munn v. 111. 94 U. S. 113; and Shields v. ,95 U. S. 319 (Bk. 24, L. ed. 77, 357); Rug▼ Ill, and Ill. Cent. R. R. Co. v. Ill. 108 US 526,541 (Bk. 27, L. ed. 812, 818). The Mobile and Ohio Railroad Company can ve to benefit from the fact that its road as continuously through several States under the same name and management. It has no alexstence in any State, except by the law fat State. Neither State could confer on a corporate existence in another, nor add to minish the powers to be there exercised. A of the railroads of Mississippi are local and Sortestic and as much subject to the legislative of the State as if they had no connections 1 of the State. Hay Co v. Whitton, 13 Wall. 270 (80 U. 30, L. ed. 571); O. & M. R. R. Co. v. 7,1 Black, 286 (66 U. S. bk. 17, L. ed. • R_R. Co. v. Md. 21 Wall. 456 (88 Ú. S. bk. Led 678). The regulation of railroad charges falls witheplice power of the States. Ev Ala. 94 U. S. 645 (Bk. 24, L. ed. 302); Vip, etc. of New York v. Miln, 11 Pet. 102 State legislative regulation of railroad charges has been sustained in the following cases: Chicago, M. & St. P. R. R. Co. v. Ackley, 94 U. S. 179 (Bk. 24, L. ed. 99); Ruggles v. Ill. and Ill. Cent. R. R. Co. v. lll. supra. Messrs. E. L. Russell, John A. Campbell and P. Hamilton, for appellee: The Act of Mississippi is an intrusion upon the possession, and a diminution of the enjoy meni and a violation of the rights of this company. It amounts to a seizure and usurpation of its franchises. Perrine v. Chesapeake Co. 9 How. 184 (50 U. S. bk. 13, L. ed. 97); Md. v. Balt. & O. R. R. Co. 3 How. 534 (44 U. S. bk. 11, L. ed. 714); Olcott v. Supervisors, 16 Wall. 694 (83 U. S. bk. 21, L. ed. 388); Comrs. v. Farmers Bank, 21 Pick. 542; Chicago etc. R. Co. v. Iowa, 94 Ú. S. 155 (Bk. 24, L. ed. 94); Wilmington R. R. Co. v. Reid, 13 Wall. 264 (80 U. S. bk. 20, L. ed. 568). The adoption of this charter resulted from the concurrent Act of four States. The result of this co-operative adoption of the company by different States, with the same powers of administration for transportation through each, is to establish a community of interest and right which neither of them can separately and partially derange or transform. P. & W. R. R. Co. v. Md. 10 How. 376 (51 U. S. bk. 13, L. ed. 461); State v. Northern Cent. R. Co. 18 Md. 193; Sprague v. Hartford P. & F. R. R. Co. 5 R. I. 233; Brockett v. Ohio & P. R. R. Co. 14 Pa. St. 244; Cleveland & P. R. R. Co. v. Speer, 56 Pa. St. 325. An Act of incorporation is a contract between the government proposing it and the subject accepting it; and it becomes binding on both parties, without power in either to modify it in any particular, unless some power to that effect is in some manner reserved. Dartmouth College v. Woodward, 4 Wheat. 700 (17 U. S. bk. 4, L. ed. 674); Pa. College Cases, 13 Wall. 212 (80 U. S. bk 20, L. ed. 552). The power to fix, regulate and collect tolls and charges for transportation on this railroad vests a legal right, which is not subject to repeal or control. [307] [308] Transportation of freight and persons from one State to another is commerce among the States. Lowden v. Hierons, 2 Moore, 102; Gard v. | such tariff of charges against any person, localCallard, 6 M. & S. 70; Atty-Gen. v. Railroad ity or corporation; and when said charges are Cos. 35 Wis. 586; Jenkins v. Harvey, 5 Tyrw. corrected, as approved by said Commission, the 871; Chicago, etc. R. R. Co. v. Iowa, 94 U. S. Commission shall then append a certificate of [ 155 (Bk. 24, L. ed. 94); R. R. Co. v. Md. 21 its approval to said tariff of charges; but in reWall. 470 (88 U. S. bk. 22, L. ed. 683). vising or establishing any and every tariff of charges it shall be the duty of said Commission to take into consideration the character and nature of the service to be performed and the entire business of such railroad, together with its earnings from the passenger and other traffic; and shall so revise such tariffs as to allow a fair and just return on the value of such railroad, its appurtenances and equipments; and it shall be the duty of said Commission to exercise a watchful and careful supervision over every such tariff of charges, and continue such tariff of charges from time to time as justice to the public and each of said railroad companies may require, and to increase or reduce any of said rates according as experience and business ope State Freight Tax Cases, 15 Wall. 232 (82 U. S. bk.21, L.ed.146); Brown v. Md. 12 Wheat.448 (25 U. S. bk. 6, L. ed. 688); Cooley v. Port Wardens, 12 How. 299 (53 U. S. bk. 13, L. ed. 996); Walton v. Mo. 91 U. S. 275 (Bk. 23, L. ed. 347). The police power of the States must yield to the higher power of Congress to regulate com merce. R. R. Co. v. Husen, 95 U. S. 465 (Bk. 24, L. ed. 527); Sinnot v. Davenport, 22 How. 242 (63 U. S. bk. 16, L. ed. 247). Mr. Chief Justice Waite delivered the opin-rations may show to be just; and said Commis ion of the court: This is a suit brought by the Farmers' Loan and Trust Company, a New York corporation, to enjoin the Railroad Commission of Mississippi from enforcing against the Mobile and Ohio Railroad Company the provisions of the Statute of Mississippi passed March 11, 1884, entitled "An Act to Provide for the Regulation of Freight and Passenger Rates on Railroads in this State, and to Create a Commission to Supervise the Same, and for Other Purposes." That Act is as follows: "Sec. 1. Be it enacted, by the Legislature of the State of Mississippi, That the track of every railroad in this State is a public highway, over which all persons have equal rights of transportation for passengers and freights on the pay ment of just compensation to the owner of the railroad for such transportation; and any person or corporation engaged in transporting passengers or freights over any railroad in this State, who shall exact, receive or demand more than the rate specified in any bill of lading issued by such person or corporation, or who, for his or its advantage or for the advantage of any connecting line or for any person or locality, shall make any discrimination in transportation against any individual, locality or corporation shall be guilty of extortion." Sections 2 and 3 relate to the punishment of those so guilty and their liability in double damages to parties injured. Sections 4 and 5 provide for the appointment of three commissioners, to be known as the Railroad Commission of the State of Mississippi, prescribe their qualifications and tenure of office, fix their salaries, and subject them to penalties and punishment for violation of duty. Section 6 is as follows: "Sec. 6. Be it further enacted, That it shall be the duty of all persons or corporations who shall own or operate a railroad in this State, within thirty days after the passage of this Act to furnish the Commission with its tariff of charges for transportation of every kind; and it shall be the duty of said Commission to revise said tariff of charges so furnished, and determine whether or not, and in what particular, if any, said charges are more than just compensation for the services to be rendered, and whether or not unjust discrimination is made in sion shall accordingly fix tariffs of charges for those railroads failing to furnish tariffs as above required. And it shall be the duty of said railroad companies or persons operating any railroad in this State to post at each of its depots all rates, schedules and tariffs for the transportation of passengers and freights, made or approved by said Railroad Commission, with said certificate of approval, within ten days after said approval, in some conspicuous place at such depot; and it shall be unlawful for any such person or corporation to make any rebate or reduction from such tariff in favor of any person, locality or corporation which shall not be made in favor of all other persons, localities or corporations by a change in such published rates, except as may be allowed by the Commission; and when any change is contemplated to be made in the schedule of passenger or freight rates of any railroad by the Commission, said Commission shall give the person or corporation operating or managing said railroad notice in writing, at least ten days before such change of the time and place at which such change will be considered." Section 7 makes it unlawful for a company to grant reductions or rebates prohibited by the Act, and fixes a penalty for so doing. Section 8 allows reduced rates for certain kinds of transportation. Section 9 is as follows: "Sec. 9. Be it further enacted, That it shall be the duty of said Commission to hear all com- [ plaints made by any person against any such tariff of rates so approved, on the ground that the same in any respect is for more than just compensation, or that such charges or any of them amount to or operate so as to effect unjust discrimination; such complaint must be in writing, and specify the items in the tariff against which complaint is made; and if it appears to the Commission that there may be justice in the complaint, or that the matter ought to be investigated, the Commission shall forthwith furnish to the person or corporation operating the railroad a copy of the complaint, together with notice (which said notice shall be served as other legal process is now required by law to be served on railroad companies) that at a time and place stated in the notice the tariff as to said items will be revised by the Commission, |