Santa Fe R. Co., 22 Colo. 220, 43 Pac. 1006.

Payment of employees-Lien for wages on corporate property—Reasonable attorneys' fees to enforce lien. Statute as to does not deny equal protection of the laws. Skinner v. Garnett Gold Mining Co., 96 Fed. 735.

3 Greenwich Ins. Co. v. Carroll, 125 Fed. 121.

* Johnson v. Goodyear Min. Co., 127 Cal. 4, 59 Pac. 304. See §§ 6466, herein.

But this constitutional provision is violated by a stock-killing act against railroads which ignores the fencing of railways and the question of negligence. A statute prohibiting agreements among insurance companies regulating agent's commissions, and also the manner of transacting the fire insurance intrastate business, violates this clause as to equal protection of the laws.93 A private corporation is a person within this clause." omission of any person done or made in obedience to any rule, regulation or by-law of such corporation, or in obedience to the particular instructions given by any person delegated with the authority of the corporation in that behalf; Fourth. Where such injury was caused by the negligence of any person in the service of such corporation who has charge of any signal, telegraph office, switch yard, shop, round house, locomotive engine or train upon a railway or where such injury was caused by the negligence of any person, coemployee or fellow servant engaged in the same common service in any of the several departments of the service of any such corporation, the said person, coemployce or fellow servant at the time acting in the place and performing the duty of the corporation in that behalf, and the person so injured obeying or conforming to the order of some superior at the time of such injury, having the authority to direct; that nothing herein shall be construed to abridge the liability of the corporation under existing laws," as they are construed and applied by the Supreme Court of that State, are not invalid, and do not violate the Fourteenth Amendment to the Constitution of the United States. Tullis v. Lake Erie & Western R. Co., 175 U. S. 348, 44 L. ed. 192, 20 Sup. Ct. 136.

Although corporations are entitled to the equal protection of the laws, still "this does not mean that corporations and natural persons stand in the same relation to the power which inheres in the State to regulate their conduct or methods of business. The distinction between them is fundamental and ineradicable. The natural person has certain inalienable rights, for which he is not indebted to organized society. * ** The corporate person has no rights except those with which it is endowed by the lawmaking power, and the power of creation necessarily implies the power of regulation * * 'the police power of the State may, within well defined limitations, extend over corporations outside and regardless of the power to amend charters.' ” McGuire v. Chicago, Burlington & Quincy R. Co., 131 Iowa, 340, 367,

92 Sweetland v. Atchison, Topeka & 368, 108 N. W. 902, per Weaver, J.

CHAPTER XIX.

OBLIGATION OF CONTRACTS.

301. Impairment of Obligation of § 312. Same Subject-The Dart

§ 301. Impairment of Obligation of Contract-Generally. The provision in the Constitution of the United States that no State shall pass any law impairing the obligation of contracts does not extend to any state law enacted before

3

the first Wednesday in March, 1789, and operating upon rights of property vested before that time which was the date when the Constitution of the United States commenced its operation.2 Said provision also necessarily refers to the law made after the particular contract in suit, and applies as well to implied as to express contracts. But a statute does not necessarily impair the obligation of a contract because it may affect it restrospectively, or because it enhances the difficulty of performance to one party or diminishes the value of the performance to the other, provided that it leaves the obligation of the performance in full force.5

§ 302. States-Civil Institutions of-Constitutional Restraints-Obligation of Contracts.-The Federal Constitution is not to be construed as intended to restrict the States in the regulation of their civil institutions adopted for internal government, and the constitutional provision forbidding the States from impairing the obligation of contracts is not to be understood to embrace other contracts than those which respect property or some other object of value and confer rights which may be asserted in a court of justice.

§ 303. Obligation of Contract-Existence of Legal Contract-Impairment-State Statutes.-Before the Federal Supreme Court can be asked to determine whether a statute has impaired the obligation of a contract, it must be made to appear that there was a legal contract subject to impairment, and some ground to believe that it has been impaired. And whether an alleged contract arises from state legislation, or by

'Owings v. Speed, 5 Wheat. (18 U. S.) 420, 5 L. ed. 124.

Oshkosh Water Works Co. v. Oshkosh, 187 U. S. 437, 47 L. ed. 249, 23 Sup. Ct.; Lehigh Water Co. v. Easton, 121 U. S. 388, 30 L. ed. 1059, 7 Sup. Ct. 916.

Curtis v. Whitney, 13 Wall. (80 U. S.) 68, 20 L. ed. 513.

6

Dartmouth College v. Woodward, 4 Wheat. (17 U. S.) 518, 4 L. ed. 629, per the court.

7 New Orleans v. New Orleans Water Works Co., 142 U. S. 79, 35

Fisk v. Jefferson Police Jury, 116 L. ed. 943, 12 Sup. Ct. 142. U. S. 131, 29 L. ed. 587.

agreement with the agents of a State, by its authority, or by stipulation between individuals exclusively, the Federal Supreme Court will upon its own judgment and independently of the adjudication of the state court, decide whether there exists a contract within the protection of the Constitution of the United States.R

§ 304. Obligation of Contracts-Federal Question Status of Party Plaintiff.-One who has contracted to deliver gas machinery to a gas and fuel company has no standing in a court of equity to restrain a city from enforcing an ordinance prohibiting the erection of gas works within a portion of the city in which the erection of gas works was not prohibited when the contract was made, on the ground that such ordinances are repugnant to the Federal Constitution as impairing the obligation of a contract, it not appearing that the plaintiff has any contract with the city or that the gas and fuel company would not, or could not, by reason of insolvency, respond to its claim under the contract."

§ 305. Impairment of Obligation of Contracts-What Are "Laws "-Application. The prohibition in the Constitution of the United States against the passage of laws impairing the obligation of contracts applies only to legislative enactments of the States; 10 although it is also held to apply to the constitution as well as to the laws of each State.11 And an ordinance

'Louisville Gas Co. v. Citizens' Gas Co., 115 U. S. 683, 29 L. ed. 510, 6 Sup. Ct. 265.

"The doctrine that this court possesses paramount authority when reviewing the final judgment of a state court upholding a state enactment alleged to be in violation of the contract clause of the Constitution, to determine for itself the existence or non-existence of the contract set up, and whether its obligation has been impaired by the state enactment,

has been affirmed in numerous other cases.' Douglass v. Kentucky, 168 U. S. 488, 502, 42 L. ed. 553, 18 Sup. Ct. 199.

Davis & Farnum Manufg. Co. v. Los Angeles, 189 U. S. 207, 23 Sup. Ct. 538, 47 L. ed. 858.

10 Weber v. Rogan, 188 U. S. 10, 47 L. ed. 363, 23 Sup. Ct. 263.

11 New Orleans Gas Co. v. Louisiana Light Co., 115 U. S. 650, 29 L. ed. 516, 6 Sup. Ct. 252. See also Hanford v. Davies, 163 U. S. 273, 41

adopted as part of a state constitution levying a tax on the gross receipts of a railroad company, within two years after it was completed and put in operation, in order to pay debts of the State, in order to help build the road, and which as between itself and the State the railroad company was primarily bound to pay, impaired the obligation of contract and was void.12 But it is also determined that if the decision of a state court is based upon a constitutional or legislative enactment, passed after the contract in question was made, the Federal Supreme Court has jurisdiction to inquire whether such legislation does not impair the obligation of the contract, and thereby violate the Federal Constitution.13 A municipal ordinance, however, not passed under legislative authority, is not a law of the State within the meaning of this constitutional prohibition against state laws impairing the obligation of contracts.14

§ 306. Same Subject-Judicial Acts-Vested Rights.This constitutional inhibition against the impairment of contracts does not apply to the judicial decisions or acts of the state tribunals or officers, under statutes in force at the time of the making of the contract the obligation of which is alleged to have been impaired.15 So this clause of the constitution cannot be invoked against what is merely a change of decision in the state court, but only by reason of a statute enacted subsequent to the alleged contract and which has been upheld or L. ed. 157, 16 Sup. Ct. 1051; Railroad Co. v. McClure, 10 Wall. (77 U. S.) 511, 19 L. ed. 997 (a constitution of a State is in this case admitted to be a "law" within the inhibition).

A state constitution is not a contract within the inhibition. Church v. Kelsey, 121 U. S. 282, 30 L. ed. 960.

12 Pacific Rd. Co. v. Maguire, 20 Wall. (87 U. S.) 36, 22 L. ed. 282. Examine Oakland Paving Co. v. Barstow, 79 Cal. 45, 21 Pac. 544; Nelson v. Haywood County, 87 Tenn. 781, 11 S. W. 885.

13 Delmas v. Insurance Co., 14 Wall. (81 U. S.) 661, 20 L. ed. 757. 14 Hamilton Gas Light & C. Co. v. Hamilton City, 146 U. S. 258, 36 L. ed. 963, 13 Sup. Ct. 90.

15 Weber v. Rogan, 188 U. S. 10, 47 L. ed. 363, 23 Sup. Ct. 263; Hanford v. Davies, 163 U. S. 273, 41 L. ed. 157, 16 Sup. Ct. 1051. See last preceding section herein.

The provision of the Constitution of the United States, which declares that no State shall pass any law impairing the obligation of contracts, is aimed at the legislative power of the