[571] judgment, the disabled officer shall thereupon be placed upon the list of retired officers according to the provisions of this Act. But if such disability or incompetency proceeded from other causes, and the President concur in opinion with the board, the officer may be retired upon furlough pay, or he shall be wholly retired from the service with one year's pay, at the discretion of the President, and in this last case his name shall be wholly omitted from the navy register." The appellant asserts that this section applies only to commissioned officers and not to warrant officers, to which latter class Brown belonged. It must be conceded that were the question a new one, the true construction of the section would be open to doubt. But the findings of the Court of Claims show that soon after the enactment of the Act the President and the Navy Department construed the section to include warrant as well as commissioned officers, and that they have since that time uniformly adhered to that construction, and that under its provisions large numbers of warrant officers have been retired. This contemporaneous and uniform interpretation is entitled to weight in the construction of the law, and in a case of doubt ought to turn the scale. In Eduards v. Darby, 12 Wheat., 206, it was said by this court that "In the construction of a doubtful and ambiguous law the contemporaneous construction of those who were called upon to act under the law, and were appointed to carry its provisions into effect, is entitled to great respect." This case is cited upon this point with approval in Atkins v. Disintegrating Co., 18 Wall., 301 [85 U. S., XXI., 844]; Smythe v. Fiske, 23 Wall., 382 [90 U. S., XXIII., 49]; U. S. v. Pugh, 99 U. S., 265 [XXV., 322]; and in U. S. v. Moore, 95 U. S., 763 [XXIV., 589]. In the case last mentioned the court said that "The construction given to a statute by those charged with the duty of executing it ought not to be overruled without cogent reasons. The officers concerned are usually able men and masters of the subject. Not unfrequently they are the draftsmen of the laws they are afterwards called upon to interpret." And in the case of U. S. v. Pugh, the court said: "While, therefore, the question," the construction of the Abandoned and Captured Property Act, "is one by no means free from doubt, we are not inclined to interfere at this late day with a rule which has been acted on by the Court of Claims and the Executive for so long a time." See, also, U. S.v. State Bank of North Carolina, 6 Pet., 29; U. S. v. Alexander, 12 Wall., 177 [79 U.S., XX.,381]; Peabody v. Stark, 16 Wall., 240 [83 U. S., XXI., 311]; and Hahn v. U. S., 107 U. S., 402 [XXVII., 527]. These authorities justify us in adhering to the construction of the law under consideration, adopted by the Executive Department of the Government, and are conclusive against the contention of appellant, that section 23 of the Act of August 3, 1861, did not apply to warrant seems to be this: the statute required that all officers retired for disability or incompetency not resulting from long and faithful service, or wounds or injuries received in the line of duty, or from sickness or exposure therein, should be retired on furlough pay, and, as sections 3, 5 and 19 of the Naval Appropriation Act of July 15, 1870, 16 Stat. at L., 321, abolished the furlough pay list, the President was only authorized to retire Brown wholly from the service with one year's pay. We think it is clear that the sections of the statute referred to were not intended to abolish the furlough pay list. So far as they refer to retired officers, they apply to the retired list and not the retired list on furlough pay. For thirty years the legislation of Congress has divided retired naval officers into two classes. By section 2 of the Act of February 28, 1855, 10 Stat. at L., 616, the officers on the retired, or, as it was then designated, reserved list, were divided into those entitled to receive leave of absence pay and those entitled to receive furlough pay. The distinction between the two classes of retired officers has been preserved down to the present time. Thus, in section 3 of the Act of January 16, 1857, 11 Stat. at L., 154, it was provided that the President should be authorized to transfer any officer from the furlough, to the reserved pay, list. By section 23 of the Act of August 3, 1861, 12 Stat. at L., 290, 291, by virtue of which Brown was retired, it was provided that officers incapacitated for active service from long service, wounds, etc., should be placed on the list of retired officers, but those incapacitated from other causes should be retired upon furlough pay. So, by section 2 of the Act approved July 28, 1866, 14 Stat. at L., 345, it was provided that the rate of pay of officers of the navy on the retired list and not on duty, nor retired on furlough pay, should be one half the pay to which such officers would be entitled if on duty at sea. [572] This legislation has been reproduced in the Revised Statutes, where the distinction between officers on the retired list, and officers on the retired list on furlough pay, is preserved. Thus, sections 1588 and 1592 prescribe one rate of pay for retired officers, and section 1593 a different rate for officers on the retired list on furlough pay, and section 1594 authorizes the President, by and with the advice and consent of the Senate, to transfer any officer of the navy on the retired list from the furlough, to the retired pay, list. It is plain, therefore, that section 5 of the [573] Act of July 15, 1870, relied on by appellant and which is the only one which refers to the pay of retired officers, applies both in its terms and meaning only to the pay of officers on the retired list, and not to the compensation of officers re tired on furlough pay, to which class Brown belonged, and did not abolish the furlough pay list. The order of the President retiring Brown on furlough pay was, therefore, made strictly in accordance with the provisions of the statute then and still in force. It is next objected that the order of the President retiring Brown was illegal and void, because the retiring board having reported him incapacitated, did not find and report what was the cause of his incapacity, but only that there was no evidence that it was the result of any incident of the service. But as it is incumbent on the officer whose case comes before a retiring board to show, in order to secure a report which will entitle him to be placed on the retired list rather than on the retired list on furlough pay, that his incapacity was the result of some incident of the service, the report of the board that there was no evidence to support such a finding is to all intents and purposes a report that the incapacity was not the result of an incident of the service, and justifies an order retiring the officer on furlough pay. But if there had been any irregularity or defect in the report of the board, it was the duty of Brown to object to it without unreasonable delay. After his acquiescence in the proceedings during the remainder of his life, it does not lie with his administratrix to object to them, even for a substantial defect, much less for such an irregularity, if it be an irregularity, as is set up in this case. Our opinion is, therefore, that the order of the President retiring Brown was authorized by law, and was regular and valid. Appellant next insists that, conceding the retirement of Brown to be valid, he did not receive, after July 1, 1875, the pay to which he was entitled. It is contended, first, that he should have been paid according to the provisions of section 5 of the Act of July 15, 1870, 16 Stat. at L., 321, now forming the last clause in section 1588 of the Revised Statutes. This enactment provides that officers on the retired [574] list shall receive one half the sea pay allowed to the grade or rank which they held at the date of their retirement. But we have seen that Brown did not belong to the general list of retired officers, but to a distinct class, namely: officers retired on furlough pay. His case, therefore, fell under the enactments embodied in section 1593 of the Revised Statutes, which fixed his pay at one half that to which he would have been entitled if on leave of absence on the active list. This is the rate at which he has been paid. It is next said that, conceding that his pay was fixed by section 1593, he should, after his retirement, have received the increase of pay allowed officers on the active list for length of service by section 1556 of the Revised Statutes, page 267, commonly known as longevity pay, which, after July 1, 1875, would have entitled him to $600 per annum instead of the $500 which he actually received. This last contention has been decided adversely to the view of the appellant by this court, at the present Term, in the case of Thornly v. U. S., ante, 999. We are, therefore, of opinion that Brown was paid, in his lifetime, all that he was entitled to receive under the laws then in force. The judgment of the Court of Claims dismissing his petition was therefore right, and is affirmed. True copy. Test: James H. McKenney, Clerk, Sup. Court, U.S. BENJAMIN F. CAMP, Appt., v. UNITED STATES. (See S. C., Reporter's ed., 648-656.) Contracts for delivering captured and abandoned property-part payment of claim, effect of. 1. Where, by the treasury regulations, only supervising special agents could bind the United States by contracts with parties proposing, for compensation, to collect and deliver captured and abandoned property, and no contract of that character bound the Government unless it was in writing; a verbal arrangement with an assistant special agent is not binding upon the United States. 2.The mere payment of a sum, on a claim for a much larger amount, as compensation for services rendered in delivering captured or abandoned property to the Government, for which services the Government was under no legal obligation, express or implied, to make compensation, cannot be deemed a recognition of a legal liability to make further payments on such claim. [No. 183.] Argued Jan. 27, 28, 1885. Decided Mar. 2, 1885. APPEAL from the Court of Claims.. The history and facts of the case appear in the opinion of the court. Messrs. Benjamin F. Butler, O. D. Barrett and Enoch Totten, for appellant. Mr. Wm. A. Maury, Asst. Atty-Gen., for appellee. Mr. Justice Harlan delivered the opinion of the court: The appellant brought this action on the 13th day of April, 1869, to recover a balance alleged to be due as compensation for collecting and delivering to the United States, in 1864, a large amount of cotton, in bales, which was captured and abandoned property within the meaning of the Acts of Congress. He claims to have performed the services in question under an arrangement or agreement with an agent of the Treasury Department, which the Secretary of the Treasury subsequently recognized as a valid contract with the Government. He admits certain payments on his claim, and asks judgment for the further sum of $80,000. The court below dismissed his petition. The material facts, as found by the Court of Claims, are, in substance, as follows: In the early part of 1864, one Hart, an assistant special agent of the Treasury Department for the District of Natchez, in the State of Mississippi, made a verbal agreement with Camp, whereby it was understood and agreed between them that the latter should bring out and turn over to the United States, through their agent in Natchez, about 2,200 bales of cotton, stored on the banks of Buffalo Bayou, in Adams County, Mississippi, within that district, and the property of one John K. Elgee, a resident of Alexandria, Louisiana, then within the lines of rebel occupation. "The agent," the findings of fact state, was then to represent the arrangement and business, whatever it might be, to the Secretary of the Treasury, and was likewise to represent that he had assured the claimwould allow to him 25 per cent of the proceeds ant, by the arrangement, that the Secretary of the cotton, at least. No bond of indemnity was given by the claimant. By the arrangement the claimant was also to pay to the agent, Hart, out of the proceeds when received by him, from $5,000 to $10,000, provided the Secretary of the Treasury should see no impropriety in his, the agent's, accepting from the claimant a portion of the proceeds.' On or about March 31, 1864, Camp, representing himself as a treasury agent, engaged the services of a transport, which, under the protection of a gunboat, ascended Buffalo Bayou, took on board 572 bales of the Elgce cotton, and [650] brought it to Natchez, where it was seized by By direction of the supervising special agent ment to contractors under the treasury regu- One of those regulations provided that when The net proceeds of the sale of the cotton, with the interest that had accrued on the bonds in which they were invested, in all, $366,170.83, were covered into the Treasury in pursuance of a Joint Resolution of Congress, approved March 30, 1868. must be full compensation for all expenses, On the 20th of August, 1868, the heirs and representatives of Elgce brought suit against the These regulations were in force when the [653] United States in the Court of Claims, under the claimant made the before mentioned verbal arCaptured and Abandoned Property Act, to re- rangement with Hart, who was merely an ascover those proceeds. That suit was pending sistant special agent, and not, as alleged in the and undetermined when the present action was petition, a supervising special agent of the Treascommenced. The claim of Elgee's heirs and ury Department. Under them, only supervisrepresentatives was established, his loyalty having special agents could bind the United States ing been shown only by proof that on the 2d day of May, 1864, he took the oath prescribed by President Lincoln's Amnesty Proclamation of December, 1863. It was in evidence that 25 per cent of the proceeds of captured cotton was the remuneration ordinarily allowed by the Treasury Depart by contracts with parties proposing, for com- [654] ing. Plainly, therefore, the verbal arrangement. An interpretation of the regulations in [XXIII., 882]. It is equally clear that it was not otherwise understood by the claimant; for Hart only agreed to represent the arrangement and business, whatever it might be, to the Secretary of the Treasury, and to inform the latter that he had assured the claimant, by the arrangement, that the Secretary would allow him 25 per cent of the proceeds of the cotton, at least. Camp, evidently, undertook to bring in the cotton and deliver it to the proper agent of the United States, in reliance upon such action as the Secretary of the Treasury, in the exercise of his discretion, might ultimately take touching his compensation, and not at all in the belief that he had a binding contract with the Government. He must be held to have known that the Secretary was not compelled to accept the arrangement with Hart as obligatory upon the Government, but was at liberty, without violating any legal rights that Camp had, to allow less compensation than was ordinarily allowed under written contracts made by supervising special agents. Indeed, had the Secretary, in view of the non-conformity of the proceedings to his regulations, determined not to allow any compensation whatever, it is not perceived how the jurisdiction of the Court of Claims could have been invoked by Camp, as upon contract express or implied. But it is contended that the Covernment, hav- The precise form in which appellant's claim These views make it unnecessary to consider [656] True copy. Test: James H. McKenney, Clerk, Sup. Court, U. S. CHICAGO LIFE INSURANCE COMPANY, IN ERROR to the Supreme Court of the State Piff. in Err., THOMAS B. NEEDLES, Auditor of Public (See S. C., Reporter's ed., 574-585.) Jurisdiction over state judgment—federal question-condition of corporate existence-power of Legislature― Minois statutes-power of court. 1. Where a state court did not, in terms, pass upon the claim distinctly made there, that the statutes of the State under which the proceedings were had were in derogation of rights and privileges secured to appellant by the Constitution of the United States, but the final judgment of that court necessarily involved the adjudication of that claim, this court has jurisdiction to review the case. 2. The jurisdiction of this court in such cases is not defeated because it may appear, upon examination of the federal question, that the state statutes are not repugnant to the U. S. Constitution. 3. Although the condition is not expressed, it is necessarily implied, in every grant of corporate exIstence, that the privileges and franchises conferred thereby shall not be abused, or so employed as to defeat the ends for which it is established, and that, when so abused or misemployed, they may be withdrawn or reclaimed by the State, in such way and by such modes of procedure as are consistent with law. 4. The condition is also implied that the corporation shall be subject to such reasonable regulations as the Legislature may, from time to time, prescribe, which do not materially interfere with or obstruct the privileges the State has granted, and serve only to secure the ends for which the corporation was created. 5. The Illinois Statutes of 1869 and 1874, in regard to insurance companies, do not impair the obligation of any contract which the Chicago Life Ins. Co. had with the State, nor deny it the equal protection of the law, nor deprive it of property without due process of law, nor impair the obligation of the contracts which the company has made with its creditors and policy holders. 6. This court cannot determine whether the facts proved make a case under the said Statutes of 1869 and 1874; it can only inquire whether such statutes impair the obligation of any contract which the company has with the State, or violate any other provision of the National Constitution. [No. 184.] Argued Jan. 29, 1885. of Illinois. The history and facts of the case appear in the opinion of the court. Mr. Charles C. Bonney, for plaintiff in error: The Illinois statutes impair the obligation of the contract between the State and the Chicago Life Insurance Company, and the contracts between said Company and its policy holders, and the contracts between said Company and its creditors. They also uphold an unreasonable seizure of the assets of the said Corporation. They also deny to all persons interested in said Company, or in any of the contracts specified, the equal protection of the laws. Society, etc., v. New Haven, 8 Wheat., 464; U. 8. v. Deveaux, 5 Cr., 61; Marshall v. R. R. Co., 16 How., 326; San Mateo R. R. Tax Case, 13 Fed. Rep., 722; Santa Clara R. R. Tar Case, 18 Fed. Rep., 385. Messrs. J. L. High and E. B. Sherman, for defendant in error: The Insurance Acts of Illinois of 1869 and 1874 are a legitimate exercise of the reserve power of the State, and do not impair the obligation of the charter contract between the State and the Corporation. Within the general outlines fixed by courts and text writers, for the exercise of the power reserved by the State in granting all charter contracts, it is not difficult to find ample warrant for the Insurance Acts of Illinois of 1869 and 1874. Munn v. Illinois, 94 U. S., 113 (XXIV., 77); License Cases, 5 How., 592; Beer Co. v. Massachusetts, 97 U. S., 33 (XXIV., 992); Thorpe v. R. R. Co., 27 Vt., 150; Cooley, Const. Lim. 574. The obvious purpose of both statutes is to ensure a just regulation of the business of life insurance and the protection of citizens in their contract rights in the course of such business. In this respect the charter contract of an insurance company with the State is no more sacred than is the tenure by which any citizen holds his property or contract rights. The charter contract is in effect but a species Decided Mar. 2, 1885. of property, no more removed from the scope NOTE.-Jurisdiction of U. S. Supreme Court, where federal question arises or where is drawn in question statute, treaty or Constitution of U. S. See, note to Matthews v. Zane, 8 U. S. (4 Cranch), 382; note to Martin v. Hunter, 14 U. S. (1 Wheat.), 304; and note to Williams v. Norris, 25 U. S. (12 Wheat.), 117. What is due process of law. See note to Pearson v. Yewdall, 95 U. S., XXÍV., 436. Forfeiture of franchises of corporation for misuse, non-use or abuse. Corporations may be dissolved: by statute where power is reserved in the charter or in a general statute; by surrender of charter; by loss of members; or by forfeiture of franchises for misuser or non-user, declared by the judgment of a court of competent jurisdiction. Can. Co. v. R. R. Co., 4 Gill & J., 1; N. Y. M. Iron Works v. Smith, 4 Duer, 362; Revere v. Boston Copper Co., 15 Pick., 351; La Grange, etc., R. R. Co. v. Rainey, 7 Cold., 420; Hodgson v. Copeland, 16 Me., 314; Penobscot Boom Corp. v. Lamson, 16 Me., 224; Towar v. Hale, 46 Barb., 361; Pres., etc., V. Conaby, 16 Serg. & R., 145; Kincaid v. Dwinelle, 59 N. Y., 548. A corporation may be dissolved for a breach of trust, but not until it has been called to answer. Terrett v. Taylor, 13 U. S. (9 Cranch), 43, 51; City of London v. Vanacre, 12 Mod., 271; Slee v. Bloom, 5 Johns. Ch., 366, 380; Towar v. Hale, 46 Barb., 361. The acts and omissions claimed as a forfeiture must be willful and not merely accidental. There must be some plain abuse of power by which the corporation fails to fulfill the design of its organization. State v. Royalton T. Co., 11 Vt., 431; State v. Merch. Ins. & T. Co., 8 Humph., 235; State v. Pawtucket T. Co., 8 R. I., 182; Harris v. Miss. Val., etc., R. R. Co., 51 Miss., 602; State v. Urbana, etc., Ins. Co., 14 Ohio, 6; Com. v. Franklin Ins. Co., 115 Mass.. 278; Ward v. Sea Ins. Co., 7 Paige, 294; Atty-Gen. v. Bk. of Niagara, 1 Hopk. Ch., 354; Matter of N. Y. Br. Co., 67 Barb., 295. The forfeiture of franchises for willful misuse cannot be taken advantage of incidentally or collaterally, by individuals or in any other way, but must be established by the State by proceedings for that purpose. Min. Ditch Co. v. Zellerman, 36 Cal., 543; Pearce v. Olney, 20 Conn., 544; State v. Fourth N. H. T. Co., 15 N. H. 162; Heard v. Talbot, 7 Gray, 120; Bk. of Mo. v. Merch. Bk., 10 Mo., 123; Un. Br. R. R. Co. v. E. Tenn. & Ga. R. R. Co., 14 Ga., 327: Johnson v. Bentley, 18 Ohio, 97; Dyer v. Walker, 40 Pa. St., 157: Coyle v. P. Fem. Coll., 40 Pa. Stat., 439; Buffalo, etc., R. R. Co. v. Cary, 26 N. Y., 75; Matter of N. Y. Elevated R. Co., 70 N. Y., 327; S. C., 7 Hun, 230; Hudgins v. State, 46 Ala., 208; Crump v. U. 8 Min. Co., 7 Gratt., 352; Pres., etc., v. Hamilton, 34 Ind., 506; Sp. Val. W. W. v. San Francisco, Cal., 434; Bk. of Mo. v. Snelling, 35 Mo., 190; Bohannon v. Binns, 31 Miss., 355; Conn., etc., R. R. Co. v. Bailey, 24 Vt., 465; N. J., etc., R. R. Co. v. Long Branch Comrs., 39 N. J. L., 28; Receivers, etc., v. Renick, 15 |