Manistee & Northeastern Railroad v. Commissioner of Railroads

Grant, C. J. (after stating the facts). The relator contends: (1) That by the extension of its road it accepted the proposition made by the State, and that thereby a contract exists between the corporation and the State, which a subsequent legislature cannot avoid by a repeal of the law. (2) That the exemption was valid until repealed; that the repeal did not .take effect till August 30, 1897; and that the company was therefore exempt from taxation until that date, even if the repeal be held valid. (3) That the law of 1897 is unconstitutional and void, in that it embraces two subjects, one of which is not expressed in the title. 1. The question whether such a statute creates a contract, or confers a gratuity or bounty or privilege, existing bene placitum, is no longer debatable. It is settled by a long line of decisions that they are mere gratuities. The [351] essential element of a binding contract, viz., a consideration, is wanting. The question is ably and fully discussed in the following cases: East Saginaw Manfg. Co. v. City of East Saginaw, 19 Mich. 259 (2 Am. Rep. 82); Welch v. Cook, 97 U. S. 541; Tucker v. Ferguson, 22 Wall. 527; Grand Lodge F. & A. Masons of Louisiana v. City of New Orleans, 166 U. S. 143; West Wisconsin R. Co. v. Board of Supervisors, 93 U. S. 595. The East Saginaw Manfg. Co. Case was affirmed by the United States Supreme Court, in 13 Wall. 373. The reasoning of these decisions is so clear and cogent that it would be useless to attempt to improve upon it. I call special attention to the opinion of Mr. Justice Cooley in the East Saginaw Manfg. Co. Case, and to the language of Mr. Justice Swayne in the Ferguson Case, on pages 573 to 575. There is no real difference in meaning between the language of the act involved in the East Saginaw Manfg. Co. Case and that in the present case, except that the former was unlimited in time, while in this it is limited. But time does not determine the character of the transaction, or change a gratuity into a contract. There was a time limit in Welch v. Cook, Tucker v. Ferguson, and West Wisconsin R. Co. v. Board of Supervisors. We have examined the cases cited in behalf of relator: State Bank of Ohio v. Knoop, 16 How. 369; Wilmington Railroad v. Reid, 13 Wall. 264; Home of the Friendless v. Rouse, 8 Wall. 438; Farrington v. Tennessee, 95 U. S. 679; University v. People, 99 U. S. 309. They are not in conflict with the holding of the other cases cited. They were all rendered by the same court, and illustrate the distinction between a gratuity and a contract. In Com. v. Essex Co., 13 Gray, 239, the consideration is clearly pointed out at page 253 of the opinion. The company, under its act of incorporation, had constructed a dam with a fishway according to its charter, and had paid all parties damnified in their several fisheries large sums of money. It was held that this was a contract which could not be repealed. [352] 2. The body of the act of 1897 contains a clause taxing union railroad station and depot companies, which are organized under another act. The title contains no reference to the latter. It is unnecessary to consider whether the act is void as to those companies. The title of the act is sufficient as applied to railroads, and the provision in regard to station and depot companies is entirely distinct from that in regard to railroads. In such cases the act is void only as to those matters not contained in the title. 23 Am. & Eng. Enc. Law, 232, 270; Ames v. Port Huron, etc., Booming Co., 6 Mich. 266; Board of Sup’rs of Sanilac Co. v. Auditor General, 68 Mich. 659; Schehr v. City of Detroit, 45 Mich. 626. The point, however, is disposed of in the opinion in Fort-Street Union Depot Co. v. Commissioner of Railroads, ante, 340. 3. The respondent was in error in holding that relator was not entitled to its exemption until the repealing act took effect. The exemption was good, and the right to it was vested, until repealed. People v. Board of State Auditors, 9 Mich. 327; Welch v. Cook, supra. The writ is granted, directing respondent to compute the amount in accordance with this opinion. The other Justices concurred.