instance, as sales or grants of public lands, acts of incorporation, public contracts with individuals or companies, beyond a certain amount-shall be proposed in one Legislature, and published in the form of a bill, with the yeas and nays, after the second reading, and in that state shall lie over to be taken up by the succeeding Legislature; that is, there shall always, on all such matters, one annual election take place between the time of bringing in the bill and the time of enacting it into a permanent law.

"It is the rapidity with which a self-interested speculation or fraud on the public property can be carried through within the short space of one session, and before the people can be apprised of it, that renders it necessary that a precaution of this kind, unless a better can be devised, should be made an article of the Constitution. Had such an article been originally in the Constitution, the bribery and corruption employed to seduce and manage the members of the late Legislature in the affair of the Merchants' Bank could not have taken place. It would not have been worth while to bribe men to do what they had not the power of doing. That Legislature could only have proposed, but not enacted the law; and the election then ensuing would, by discarding the proposers, have negatived the proposal without any farther trouble.

"This method has the appearance of doubling the value and importance of annual elections. It is only by means of elections that the mind of the public can be collected to a point on any important subject; and as it is always the interest of a much greater number of people in a country to have a thing right than to have it wrong, the public sentiment is always worth attending to. It may sometimes err, but never intentionally and never long. The experiment of the Merchants' Bank shows it is possible to bribe a small body of men, but it is always impossible to bribe a whole nation; and therefore in all legislative matt rs that, by requiring permanency, differ from acts of ordinary legislation, which are alterable or repealable at all times, it is safest that they pass through two Legislatures, and that a general election intervene between. The election will always bring up the mind of the country on any important proposed bill, and thus the whole State will be its own council of revision. It has already passed its veto on the Merchants' Bank bill, notwithstanding the minor council of revision approved it."

It is not my intention, however, to fatigue or perplex by metaphysical inquiries into the origin of communities, or the power of their representatives to enact Charters, meaning to submit, with deference, views divested of every questionable assumption or preliminary doubt, in the plainest way to common understanding, and therefore I superadd to all preceding concessions, that American Legislatures have power, without constitutional grant of it, to create Charters for Banks; which I concede for argument's sake, yet contend that a bank charter, created by any American State, is not a contract within the purview of the Constitution of the United States, or this State forbidding acts of state impairing contracts. That a Bank Charter is not a contract within the purview of the Constitution, is what I undertake to prove.

There is still, however, another preliminary to be noticed before that position is taken up. Bank Charters, as I have shown, are apt to be confounded with all other charters. My view requires, not only that their kinds should be discriminated, but

that their classification also should be somewhat better fixed than it is in the law books to which we must lock for most of the published learning on this subject. We should guard against technical and professional impressions, for lawyers, like other men, are wedded to their peculiar reverence. They seldom define corporations accurately, and describe only two classes, viz: public, those created for muni cipal purposes, such as counties, cities, towns and boroughs; and private, such as insurance companies or others for merely private concerns. I submit that there are at least three classes, viz: first, private, such as an incorporated hotel, forge, quarry, or the like, of which I believe there are instances owned by individual members of this Convention; second, municipal, such as incorporated cities and places, which are public, though local; and third, political, such as share the sovereignty, among which I place banks, because they share the sovereignty by making the public currency, together with corporations allowed by law to partake of the sovereignty by controlling public highways, whether rivers or roads, and all other political corporations whatever. Professional learning surrenders what Judge Story rather oddly calls strictly public corporations, to legislative control. Consider, then, for a moment the reason of that law which surrenders the city of Philadelphia, for instance, with its complicated interests, debts, loans, innumerable contracts, plans, and future as well as present involvements, bye-laws, and all, to the regulation or repeal of an act of Assembly, while it deems the Charter of a Bank making the circulating medium or a State, perhaps for thirty States, beyond the reach of legislation. Does it stand to reason that the State may at any time destroy all the vested interests, and impair, if not destroy, the contracts, of a city, while it cannot prevent a bank from affecting all the property and all the contracts of the State, including the city, by a substitute for money? Is there any reason for constructive law that all the private interests, held under a city, are of political cognizance, but all the public power of a Bank is intangible private right? In the true definition or the philosophy of corporations, is a Bank less a public concern than a city? Mr. Hallam, in his Constitutional History of England, holds that corporate privileges may be revoked when it can be done without injuring private rights.

It is only for the advantage of the public, says Blackstone, that artificial existence is ever given by incorporation to natural persons. In the judgment of the Circuit Court of the United States for the New Jersey District, on the Camden and Amboy Railroad Company, Judge Baldwin was at a loss to determine whether that immense private sovereignty is a public or a private corporation, the true criterion. being, he says, whether the objects, uses and purposes of the incorporation are for public convenience or private emolument, and whether the public can participate in them by right or only by permission. But so careful and accurate a lawyer as Judge Baldwin falls into a mistake in classing corporations,—public corporations being, he says, towns, cities, counties, parishes existing for public purposes; private corporations being for Banks, insurance, roads, canals, bridges, &c. For authority he cites 4 Wheat. 664; at which page of that book is to be found Chief Justice Marshall's classification of corporations, but with no mention of, or allusion to Banks for the introduction of which Judge Baldwin must have mistaken Judge Story for Marshall, and the profession might take from him as law what has no foundation in authority, though it may be published as judicial sentiment. Judge Story, I be

lieve, is the only Federal Judge who has ever ventured to say that a bank is a private corporation, in which he merely repeats what Mr. Webster said at the bar, no doubt without adverting to the distinction I am essaying. Even he has never so adjudged; but even in the sweep of those large and radical notions which he has broached, this is one of the unsupported sayings for which so respectable a judge may be quoted; to whom it is but justice to remark, that probably his attention never was directed to the difference between municipal and political corporations, both public, both in a measure partaking of the sovereignty, but the latter much more than the former. Judge Baldwin, when throwing banks into the diffinition of a private corporation, does not mean to put himself in conflict with a very able opinion pronounced by him and Judge Hopkinson, that "bank notes, payable to bearer, form the currency of the country, passing from hand to hand in all the pursuits of life, like coin, they circulate on their intrinsic or representative value by common consent. It is their being a currency and a substitute for coin that makes the difference between them and bills of exchange, promisory notes or checks on banks." The mints in which such currency is made would hardly be defined as private institutions, and Judge Baldwin will not so class them whenever his discriminating understanding applies itself to the subject as its novelty and importance deserve. I believe that when he looks beyond mere law-book definition to the enlargement I have attempted, of three instead of but two kinds of Charters, he will perceive that banks which are political, cannot be private, though not municipal corporations; and that it does not follow that a Charter falls within the class of private, because it is not municipal, the true criterion being, as Judge Baldwin explains, whether the objects, uses and purposes are for public convenience or private emolument.

Mr. Porter also relies on the published opinion of the present Chief Justice, while Attorney General of the United States, on the same Camden and Amboy Raidroad, that Charters for canals and railroads are contracts. That opinion made much sensation from its imputed denial of what, without reflection, are apt to be thought not only vested but sacred rights. Its argument against the power of legislatures to bind their successors in all cases is coincident with some of my views; and I feel no disposition to contradict Mr. Taney's acknowledgment, that private charters are vested rights not to be resumed or impaired. It is too well settled to be disputed, he says, yet the recency of federal adjudication and the conflicts of judicial opinions about it, warrant, I conceive, the propriety of reviewing and endeavoring to settle the whole subject. Without reference to other charters it is enough for my purpose that bank charters are not railroad or canal charters, much less merely private charters. The latter may be contracts without affecting my argument that the former are not. The subject of charters altogether, whether political, municipal, or private, has acquired vast importance. By the official documents on our table it appears that one hundred and sixty millions of property have been, within the last forty-five years, locked up, in Pennsylvania, in this modern mortimain corporation law, and therefore calls loudly for dispassionate American consideration to ascertain what it was in its first Roman state, what in its English, and what it ought to be in its American. Bank and other charters have become an estate in our realm. They are, in effect, perpetuated by renewals, often

obtained long before the existing charter expires. Charters are sold by the Legislature. Bonuses and other lucrative considerations are taken for them, and a system of pernicious legislation has established the practice of members, at least individually, themselves, or their connexions and partisans, sharing in the gains. What may be called public or local corruption is openly and eagerly resorted to by members and others. No one deems it wrong to take and to give for his county or district, and jobbing in legislation is as common as in stocks. Exchanges of local advantages are the levers that move the whole commonwealth. To a certain extent this is unavoidable, and therefore not to be reprobated, however it may be regretted. But I look to two governmental means of, at any rate, checking and controlling their continuance, which, if incurable, must render American legislation as vicious as royal prerogative. Laws formally enacted will be no better than ordinances issued by monarchs from arbitrary councils, unless restraint be put on the mutual disposition of legislators and speculators to give and to gain undue advantages by favored, generally unworthy, individuals. The most common and most injurious of their contrivances is a charter, by which their designs are protected from personal liability to law. I will not dwell, now, on the flagrant vices of this modern canker of republican institutions. The governmental means of correction are: first, legislation-rendered the cure, as it is the cause, of the evil, by a free use of the reserved right of repealing bad grants of public privileges; and, secondly, which I hope to see the most effectual of all checks, impartial and independent administration of justice on corporations as on individuals. Such admin. istration is now unknown in Pennsylvania, and generally throughout the United States. They are almost always stronger in funds and intelligence than individual opponents in courts of justice. They have the ablest counsel-very elements as they are considered of public improvement and prosperity. Belief in their superior utility and exaltation of their directors, such as we have heard from most of the gentlemen of the bar in this Convention, particularly Mr. Scott, Mr. Sergeant, Mr. Sill, Mr. Porter, and Mr. Merrill, make the atmosphere and the faith in which lawyers and judges live and thrive; and, without detraction from the integrity or even the independence of courts of justice, their adjudications, like those professional preposses sions, and the commentaries and compilations on the subject, from Chancellor Kent down to the humblest retainer, have become provisions of the common law, common equality and common right, to elevate and sustain the supposed benefactors and actual masters of the State. But I think their reign is drawing to a close, and that, beginning with public opinion, enforced by legislation, a great barrier against charter power will be completed by the courts as the most effectual restorer of individual right-right to be equal-yes, to be superior-to corporate privilege. Such is undoubtedly the common law and the civil law,-the reason, and as such it will come to be the learning, of all law administered. The charter of a man's rights is large and free, and to be always liberally construed, Charters of incorporated men are derogations from man's equal rights, to be restrained to the letter of the grant. Such are law and reason, and so to be enforced. The Supreme Court of the United States has set an example which no doubt will be generally followed. Let any lawyer look into his English authorities, and he will be satisfied that chartered and combined men are not favored by the common law of England or

by the judges who have administered it. If that truly great magistrate, the late Chief Justice of the United States, could resume his place, in the meridian of his superior faculties, he would be as forward as his distinguished successor to maintain those obvious limitations of corporate power which all the philosophy of law incul ates, and which, indeed, are the adjudged doctrine of the Supreme Court of the United States at all times. Arbitrary English monarchs and subservient judges violated law to destroy charters; but its principles are, nevertheless, well settled there. In this country, courts of justice, influenced by overshadowing circumstances, have suffered individual and public interests to be subjugated by chartered associations. But they will return, with chastened public opinion, to those unquestionable standards of right and law which the Roman code, and the English, teach, and which, ever since Trajan's well known letter to Pliny, prescribe the regulation that whatever a body of men got by charter s to be restrained, as the French say, au pied de la lettre, to the very foot of the letter. Numberless abuses now unconsciously common with corporations are illegal, and must be so decreed. It is instructive to recur to Hamilton's defence of corporate power: a strange fallacy seems to have crept into the manner of thinking and reasoning upon the subject,” said he ; "imagination appears to have been unusually busy concerning it. An incorporation seems to have been regarded as some great independent substantive thing; as a political engine, and of peculiar magnitude and moment; whereas it is truly to be considered a quality, capacity, or means to an end." We have lived to feel corporations-all that he treated as absurd creations of imagination-great independent substantive things, political engines of peculiar magnitude and moment. And it is as curious as it is instructive, that what Jefferson foretold and Hamilton treated as preposterous, is the reality of our present government by corporate supremacy. The enactment of laws, their administration by courts of justice, and their execution by chief magistrates, are all controlled by these great independent substantive things, polititical engines of peculiar magnitude and moment, which at this moment absolutely govern this commonwealth and this union of commonwealths with more sway than even its legitimate institutions. Emancipation from this sway cannot be effected at once. But it is coming-coming by law, by law to be enacted, and by law to be administered, by restoring to the sovereignty what no sovereignty, whether single or popular, can do without power, viz. to control the passions and machinations of men combined to usurp it-more necessary than power to control individual passions.

I cannot leave this part of my subject without remarking, that those eminent lawyers whom we see the champions of charter usurpations are as blind to their professional interests as they are deaf to the voice of good fame. Fortune-nay fame-must be theirs who devote their talents to rescue and vindicate individuals from charter supremacy. The courts, the legislature and the community must eventually concur to overthrow an usurpation so contrary to all republican institutions, and modern tendencies that it cannot endure; and the legal profession will be great losers in fortune and in character, if they do not join to support the principles of law against the practices of innovators on it..

State incorporated banks are a novelty wholly unforseen by the constitutions; a vast fungus grown upon government, upon property, upon liberty and equality, by