dens as to them may seem just and eqitable. Alterations of the kind are often required to promote the public interests or the convenience and necessities of the inhabitants; and the public history shows that it has been the constant usage in the States to enlarge or diminish the power of towns, to divide their territory by set-off and annexation, and to make new towns whenever the Legislature deems it just and proper that such a change should be made. Old towns may be divided and new ones incorporated out of parts of the territory of those previously organized; and in enacting such regu aforesaid railroad company, or that the debt of that Town became the debt of the appellants, to be enforced against them in any form of proceeding. (2) That the circuit court erred in holding that the property of the individuals within the jurisdiction of that Town constituted the primary fund to which the complainant had the right to look for the payment of his debt, and that the transfer of their property to the jurisdiction of the appellants rendered them liable to pay the debts due to the creditors of the Town whose powers and jurisdiction terminated by the transfer. (3) That the circuit court erred in holding that the power of taxa-lations the Legislature may apportion the comtion previously vested in the Town which is sued the bonds in question was, by the Act annexing its territory to the appellant Towns, transferred to the appellants to be severally exercised by them upon all the taxable property within their respective jurisdictions. (4) That the circuit court erred in holding that it had jurisdiction in equity of the case, or that the appellants are in equity and good conscience liable to pay the claim of the complainant against the Town whose territory was annexed to the appellant Corporations. Counties, cities and towns are municipal corporations created by the authority of the Leg islature, and they derive all their powers from the source of their creation, except where the Constitution of the State otherwise provides. They have no inherent jurisdiction to make laws or to adopt governmental regulations, nor can they exercise any other powers in that regard than such as are expressly or impliedly derived from their charters or other statutes of the State. Corporations of the kind are composed of all the inhabitants of the territory included within the political organization, each individual being entitled to participate in its proceedings; but the powers of the organization may be modified or taken away at the mere will of the Legis lature, according to its own views of public convenience, and without any necessity for the consent of those composing the body politic. Corporate rights and privileges are usually possessed by such municipalities; and it is equally true that they are subject to certain legal obligations and duties, which may be increased or diminished at the pleasure of the Legislature, from which all their powers are derived. Institutions of the kind, whether called cities, towns or counties, are the auxiliaries of the State in the important business of municipal rule; but they cannot have the least pretension to sustain their privileges or their existence upon anything like a contract between them selves and the Legislature of the State, because there is not and cannot be any reciprocity of stipulation between the parties, and for the fur ther reason that their objects and duties are utterly incompatible with everything partaking of the nature of compact. Instead of that, the constant practice is to divide large municipalities and to consolidate small ones, or set off portions of territory from one and annex it to another, to meet the wishes of the residents or to promote the public interests as understood by the Legislature; it being everywhere understood that the Legislature possesses the power to make such alterations and to apportion the common property and bur mon property and the common burdens, and may, as between the parties in interest, settle all the terms and conditions of the division of their territory, or the alteration of the boundaries, as fixed by any prior law. State legislation may regulate the subject; but if the Legislature omits to do so, the presumption, as between the parties, is that they did not consider that any regulation was necessary. Where none is made, in case of division the old corporation owns all the public property within her new limits, and is responsible for all the debts of the corporation contracted before the Act of separation was passed. Debts previously contracted must be paid entirely by the old corporation, nor has the new municipality any claim to any portion of the public property, except what falls within her boundaries, and to that the old corporation has no claim whatever. Laramie Co. v. Albany Co., 92 U. S., 307 [XXIII., 552]; Bristol v. New Chester, 3 N. H., 524. Apply these principles to the admitted facts of the case, and is is clear that everyone of the described changes made in the limits and boundaries of the respondent municipalities become wholly immaterial in this investigation, except the last two, as hereafter more fully explained. Before the passage of those two Acts, the claim of the complainant against the Town of Racine was, beyond all question, valid and collectible. Nobody controverts that proposition, and it is clear that no defense to the action could have been sustained for a moment. By the Act of March 30, 1860, the Legislature of the State vacated and extinguished the corporation and body politic formerly known as Racine, then called Orwell, and annexed the whole area of the territory included in the municipality to the two adjacent Towns of Mount Pleas ant and Caledonia, in the proportions and by the boundary lines described in the 2d section of the legislative Act. Had legislation stopped there, it is clear that the City of Racine would not have been liable for any portion of the debt of the extinguished municipal corporation; but it did not stop there, as appears by what follows. Prior to the passage of that Act, the old Town of Racine was the sole obligor in the bonds held by the complainant; and there certainly is nothing in the provisions of that Act which tends in the least degree to create any liability on the part of any other municipality for the indebtedness of that Town, except the Towns of Mount Pleasant and Caledonia. Nothing had previously occurred to create any liability on the part of the City of Racine to pay any proportion of the debts of the old Town of Racine, which issued the bonds described in the | a new town out of a part of the territory of an bill of complaint. Until the passage of the Act of the 17th of March, 1871, the rights of all parties remained unchanged. By that Act, a portion of the territory formerly belonging to the old Town of Racine was set off from the Town of Mount Pleasant and was annexed to the City of Racine. Appended to that Act, and a part of it, was the provision that the City to which the described territory was annexed" Shall assume and pay so much of the indebtedness of the Town of Racine as the lands described in the 1st section of the Act may be or become legally chargeable with and liable to pay." Private L. Wis., 1871, 723. Enough appears in that provision of direct legislation to show that the City of Racine was thereby made liable for the debts of the extinguished Town of Racine in the proportion therein described, and the clear inference from the provision is that the Town of Mount Pleasant, prior to the passage of that Act, was liable for the debts of that old municipality in proportion to the whole extent of the territory annexed to her by the prior Act which extinguished the old municipal corporation. None, it is presumed, will deny the liability of the City of Racine for those debts in the proportion described in the Act creating the liability, and hence it is that the corporate authorities of the City ac quiesced in the decree of the circuit court without appeal. Parties who do not appeal from the final decree of the circuit court cannot be heard in opposition to the same when the case is regularly brought here by other proper parties. They may be heard in support of the decree and in opposition to every assignment of error, but they cannot be heard to show that the decree below was erroneous. The Stephen Morgan, 94 U. S., 599 [XXIV., 266]. Concede that, and it follows that the only question open in the case for examination is, whether the other two respondent municipal Corporations are liable to any extent for the debts of the extinguished municipality, portions of whose territory were transferred by the Legislature into their respective jurisdictions. We say, liable to any extent, because the question of amount was submitted to the master, and the record shows that neither of the appellants excepted to the master's report. Gordon v. Lewis, 2 Sum.,143; McMicken v. Perin, 18 How., 507 [59 U. S., XV., 504]. Nor do either of the assignments of error allege that the master committed any error in that regard. Brockett v. Brockett, 3 How., 691. Viewed in that light, as the case should be, it is clear that if the appellants are liable at all, they are liable for the respective amounts specified in the decree. Harding v. Handy, 11 Wheat., 103; Story v. Livingston, 13 Pet., 359. Where one town is by a legislative Act merged in two others, it would, doubtless, be competent for the Legislature to regulate the rights, duties and obligations of the two towns whose limits are thus enlarged; but if that is not done, then it must follow that the two towns succeed to all the public property and immunities of the extinguished municipality. Morgan v. Beloit, 7 Wall., 613, 617 [74 U. S., XIX., 203, 204]. It is not the case where the Legislature creates old one, without making provision for the payment of the debts antecedently contracted, as in that case it is settled law that the old corporation retains all the public property not included within the limits of the new municipality, and is liable for all the debts contracted by her before the Act of separation was passed." Depere v. Bellevue, 31 Wis., 120, 125. Instead of that, it is the case where the charter of one corporation is vacated and rendered null, the whole of its territory being annexed to two others. In such a case, if no legislative arrangements are made, the effect of the annulment and annexation will be that the two enlarged corporations will be entitled to all the public property and immunities of the one that ceases to exist, and that they will become liable for all the legal debts contracted by her, prior to the time when the annexation is carried into operation. Speaking to the same point, the Supreme Court of Missouri held that where one corporation goes entirely out of existence by being annexed to or merged in another, if no arrangements are made respecting the property and liabilities of the corporation that ceases to exist, the subsisting corporation will be entitled to all the property and be answerable for all the liabilities. Thompson v. Abbott, 61 Mo., 176, 177. Grant that; and it follows that when the corporation first named ceases to exist there is then no power left to control in its behalf any of its funds, or to pay off any of its indebtedness. Its property passes into the hands of its successor, and when the benefits are taken the burdens are assumed, the rule being that the successor who takes the benefits must take the same cum onere, and that the successor town is thereby estopped to deny that she is liable to respond for the attendant burdens. Swain v. Seamens, 9 Wall., 254, 274 [76 U. S., XIX., 554, 560]; Pickard v. Sears, 6 Ad. & El., 474. Powers of a defined character are usually granted to a municipal corporation, but that does not prevent the Legislature from exercising unlimited control over their charters. It still has authority to amend their charters, enlarge or diminish their powers, extend or limit their boundaries, consolidate two or more into one, overrule their legislative action whenever it is deemed unwise, impolitic or unjust, and even abolish them altogether, in the legislative discretion, and substitute in their place those which are different. Cooley, Const. Lim., 4th ed., 232. Municipal corporations, says Mr. Justice Field, so far as they are invested with subordinate legislative powers for local purposes, are mere instrumentalities of the State for the convenient administration of their affairs; but when authorized to take stock in a railroad company, and issue their obligations in payment of the stock, they are, to that extent, to be deemed private corporations, and their obligations are secured by all the guaranties which protect the engagements of private individuals. Broughton v. Pensacola, 93U.S.,266, 269 [XXIII.,896, 897]. Modifications of their boundaries may be made, or their names may be changed, or one may be merged in another, or it may be divided and the moieties of their territory may be annexed to others; but in all these cases, if the ex tinguished municipality owes outstanding debts, | habitants of the annexed territory as a separate it will be presumed in every such case that the municipality ceased to exist, whether to pay Legislature intended that the liabilities as well debts or for any other purpose-the reason beas the rights of property of the corporation ing that the power, so far as respected its future which thereby ceases to exist shall accompany exercise, was transferred with the territory and the territory and property into the jurisdiction the jurisdiction over its inhabitants to the apto which the territory is annexed. Colchester pellant Towns, as enlarged by the annexed terv. Seaber, 3 Burr., 1866. ritory; from which it follows, unless it be held that the extinguishment of the debtor municipality discharged its debts without payment, which the Constitution forbids, that the appellant Towns assumed each a proportionate share of the outstanding obligations of the debtor town when they acquired the territory, public property, and municipal jurisdiction over everything belonging to the extinguished municipality. Neither argument nor authority is necessary to prove that a State Legislature cannot pass a valid law impairing the obligations of a contract, as that general proposition is universally admitted. Contracts under the Constitution are as sacred as the Constitution that protects them from infraction, and yet the defense in this case, if sustained, will establish the proposition that the effect of state legislation may be such as to deprive a party of all means of sustaining an action of any kind for its enforcement. Cases, doubtless, may arise when the party cannot collect what is due under the contract; but he ought always to be able, by some proper action, to reduce his contract to judgment. Suppose it be admitted that the Act of the State Legislature annulling the charter of the municipality indebted to the complainant, without making any provision for the payment of outstanding indebtedness, was unconstitutional and void, still it must be admitted that the very Act which annulled that charter annexed all the territory and property of the municipality to the two appellant Towns, and that they acquired with that the same power of taxation over the residents and their estates that they previously possessed over the estates of the inhabitants resident within their limits before their boundaries were enlarged. Extinguished municipal corporations neither own property nor have they any power to levy taxes to pay debts. Whatever power the extinguished municipality had to levy taxes when the Act passed annulling her charter terminated, and from the moment the annexation of her territory was made to the appellant Towns, the power to tax the property transferred, and the inhabitants residing on it became vested in the proper authorities of the Towns to which the territory and jurisdiction were by that Act transferred; from which it follows that, for all practical purposes, the complainant was left without judicial remedy to enforce the collection of the bonds or to recover judgment for the amounts they represent. When the appellant Towns accepted the annexation, their authorities knew or ought to have known that the extinguished municipality owed debts, and that the Act effecting the annexation made no provision for their payment. They had no right to assume that the annulment of the charter of the old Town would have the effect to discharge its indebtedness, or to impair the obligation of the contract held by its creditors to enforce the same against those hold ing the territory and jurisdiction by the au thority from the Legislature and the public property and the power of taxation previously held and enjoyed by the extinguished municipality. Corporations of a municipal character, such as towns, are usually organized in this country by special Acts or pursuant to some general state law; and it is clear that their powers and duties differ in some important particulars from the towns which existed in the parent country before the Revolution, where they were created by special charters from the Crown, and acquired many of their privileges by prescription, without any aid from Parliament. Corporate franchises of the kind granted during that period partook much more largely of the nature of private corporations than do the municipalities created in this country, and known as towns, cities and counties. Power exists here in the Legislature, not only to fix the boundaries of such a municipality when incorporated, but to enlarge or diminish the same subsequently, without the consent of the residents, by annexation or set-off, unless restrained by the Constitution, even against the remonstrance of every property holder and voter within the limits of the original municipality. Property set off or annexed may be benefited or burdened by the change, and the liability of the residents to taxation may be increased or diminished; but the question, in every case, is entirely within the control of the Legislature, and, if no provision is made, every one must submit to the will of the State, as expressed through the Legislative Department. Inconvenience will be suffered by some, while others will be greatly benefited in that regard by the change. Nor is it any objection to the exercise of the power, that the property annexed or set off will be subjected to increased taxation, or that the town from which it is taken or to which it is annexed will be benefited or prejudiced, unless the Constitution prohibits the change, since it is a matter, in the absence of constitutional restriction, which belongs wholly to the Legislature to determine. Courts everywhere in this country hold that, in the division of towns, the Legislature may apportion the burdens between the two, and may determine the proportion to be borne by each. Sill v. Corning, 15 N. Y., 297; Mayor v. State, 15 Md., 376; Olney v. Harvey, 50 Ill., 453; Borough of Dunmore's App., 52 Pa., 374. Public property and the subordinate rights of a municipal corporation are within the conExpress provision was made by the Act annul- trol of the Legislature; and it is held to be setling the charter of the debtor municipality for tled law that, where two separate towns are annexing its territory to the appellant Towns; created out of one, each, in the absence of any and, when the annexation became complete, the statutory regulation, is entitled to hold in sevpower of taxation previously vested in the in-eralty the public property of the old corpora pass such a law, it follows that no agency can do so which acts under the State with delegated authority. Cooley, Const. Lim., 4th ed., 241; Ang. & A., Corp., 9th ed., secs. 332, 333. tion which falls within its limits. N. Hemp-tion of a contract are void,and if a State cannot stead v. Hempstead, 2 Wend., 109; Hartford Br. Co. v. E. Hartford, 16 Conn., 149, 171. Extensive powers in that regard are, doubt less, possessed by the Legislature; but the Constitution provides that no State shall pass any "law impairing the obligation of contracts," from which it follows that the Legislature, in the exercise of any such power, cannot pass any valid law impairing the right of existing creditors of the old municipality. 1 Dill. Mun. Corp. 2d ed.,sec. 41; Van Hoffman v. Quincy, 4 Wall., 535, 554 [71 U. S., XVIII., 403, 409]; Lee Co. v. Rogers, 7 Wall., 181, 184 [74 U. S., XIX., 160, 161]; Butz v. Muscatine, 8 Wall., 575, 583 [75 U. S., XIX., 490. 493]; Furman v. Nichol, 8 Wall., 44, 62 [75 U. S., XIX., 370, 377) Where a municipal corporation has the pow-remedy against the original contracting party er to contract a debt, it has, says Dixon, C. J., by necessary implication, authority to resort to the usual mode of raising money to pay it, which, undoubtedly, is taxation. Hasbrouck v. Milwaukee, 25 Wis., 122, 133. Whenever the charter of a city, at the time of the issue of bonds, made it the duty of the city authorities to levy and collect the amount, when reduced to judgment, like other city charges, the same court held that a subsequent Act of the Legislature prohibiting the city from levying such a tax would be repugnant to the Constitution. Soutter v. Madison, 15 Wis., 30. State control over the division of the territory of the State into cities, towns and districts, unless restricted by some constitutional limita tion, is supreme, but the same court admits that it cannot be exercised to annul another regulation of the Constitution. Chandler v. Boston, 112 Mass., 200; Ops. of Justices, etc., 6 Cush., 580. Cities or towns, whenever they engage in transactions not public in their nature, act under the same pecuniary responsibility as individuals, and are as much bound by their engagements as are private persons, nor is it in the power of the Legislature to authorize them to violate their contracts. Saving Soc. v. Philadelphia, 31 Pa., 175, 185. Text writers concede almost unlimited power to the State Legislatures in respect to the division of towns and the alteration of their boundaries, but they all agree that in the exercise of these powers they cannot defeat the rights of creditors nor impair the obligation of a valid contract. 1 Dill. Mun. Corp., sec. 128; Blanchard v. Bissell, 11 Ohio, 96; Lansing v. Co. Treas., 1 Dill. (C. C.), 522, 528. Municipal debts cannot be paid by an Act of the Legislature annulling the charter of the municipality, and, if not, then the creditors of such a political division must have some remedy after the annulment takes place. Without officers, or the power of electing such agents, a municipal corporation, if it can be so called, would be an entity very difficult to be subjected to judicial process or to legal responsibility; but when the entity itself is extinguished, and the inhabitants with its territory and other property are transferred to other municipalities, the suggestion that creditors may pursue their is little less than a mockery. Public property, with the inhabitants and their estates, and the power of taxation, having been transferred by the authority of the Legislature to the appellants, the principles of equity and good conscience require that, inasmuch as they are and have been for nearly twenty years in the enjoyment of the benefits resulting from the annexation, they shall in due proportions also bear the burdens. New Orleans v. Clark, 95 U. S., 644, 654 [XXIV., 521, 522]. Equitable rules of decision are sufficiently comprehensive in their reach to do justice between parties litigant, and to overcome every difficulty which can be suggested in this case. States are divided and subdivided into such municipalities, called counties, cities, towns and school districts, and the Legislature of every State is required every year to pass laws modifying their charters and enlarging or diminishing their boundaries. Nor are the questions presented in this case either new in principle or difficult of application. New forms are given to such charters in every day's experience, when the limits of an old corporation are changed by annexation of new territory, or portions of the territory of the old municipality are set off and annexed to another town. Both corporations, in such a case, continue, though it may be that the charters are much changed, and that the inhabitants of the territory annexed or set off fall under different officers and new and very diverse regulations. Beckwith v. Racine, 7 Biss., 142, 149. Pecuniary burdens may be increased or diminished by the change; but, in the absence of express provisions regulating the subject, it will be presumed in every case where both municipalities are continued, that the outstanding liabilities of the same remain unaffected by such legislation. Unlike that in this case, the charter of the old town was vacated and annulled; from which it follows that the same principles of justice require that the appellant Towns, to which the territory, property and inhabitants of the annulled municipality were annexed, should become liable for its outstanding indebtedness. Concessions of power to municipal corpora tions are of high importance; but they are not contracts, and, consequently, are subject to legislative control without limitation, unless the Legislature oversteps the limits of the Constitution. Layton v. New Orleans, 12 La. Ann.,515. Bonds having been issued and used by a city for purchasing land for a park, which was pledged for the payment of the bonds, held, that a subsequent Act of the Legislature authorizing a sale of a portion of the park, free of all liens existing by virtue of the original Act, was in violation of the Federal Constitution, as impairing the obligation of contracts. Brooklyn Park Com. v. Armstrong, 45 N. Y., 234, 247. Laws passed by a State impairing the obliga-be decided in the same way. Hearing was had in this case during the last Term of this court and the case now numbered 283 was heard at the same time. Both cases, it is agreed by the parties, depend upon substantially the same facts, and, of course, they must Decree in each case is affirmed. Mr. Justice Miller, dissenting: Mr. Justice Field, Mr. Justice Bradley and myself are of opinion that it requires legislation to make a legal obligation against the new Town, and make the apportionment of the debt; and we dissent, on that ground, from the judgment and from the opinion of the court in this case. Cited-94 N. Y., 267; 3 McCrary, 224; 16 N. W. Rep., 903; 18 N. W. Rep., 501. PEOPLE OF THE STATE OF NEW v. WILLIAM J. WEAVER ET AL., Constituting the BOARD OF ASSESSORS OF THE CITY OF ALBANY. (See S. C., 10 Otto, 539-547.) ing his just debts, and his property invested in the stock of any corporation or association liable to be taxed therefor, does not exceed a certain sum, to be specified in the affidavit, it shall be the duty of the Board of Assessors to value such real or personal estate, or both, as the case may be, at the sum specified in such affidavit, and no more." In the year 1866, the Legislature of that State enacted on this subject another law, the 1st section of which reads as follows: "Section 1. No tax shall hereafter be assessed upon the capital of any bank or banking association organized under the authority of this State or of the United States; but the stockholders in such banks and banking associations shall be assessed and taxed on the value of their shares of stock therein; said shares shall be included in the valuation of the personal property of such stockholder in the assessment of taxes at the place, town or ward where such bank or banking association is located, and not elsewhere, whether the said stockholder reside in said place, town or ward or not, but not at a greater rate than is assessed upon other moneyed capital in the hands of individuals in this State. And, in making such assessment, there shall also be deducted from the value of such shares State taxation of national banks-assessment of such sum as is in the same proportion to such -New York law. value as is the assessed value of the real estate of the bank or banking association, and in which *1. The provision of the national bank law, that any portion of their capital is invested, in which state taxation on the shares of the banks shall not be at a greater rate than is assessed on other said shares are held, to the whole amount of moneyed capital in the hands of citizens of the the capital stock of said bank or banking assoState, has reference to the entire process of assess-ciation. And provided further, That nothing ment and includes the valuation of the shares as herein contained shall be held or construed to well as the ratio of percentage charged on such valuation. exempt from taxation the real estate held or owned by any such bank or banking association; but the same shall be subject to State, county, municipal and other taxation to the same extent and rate and in the same manner as other real estate is taxed." 2. A statute of a State, therefore, which establishes a mode of assessment by which the shares of the national banks are valued higher, in proportion to their real value, than other moneyed capital, is in conflict with the Act of Congress, though no greater percentage is levied on that valuation than on the valuation of other moneyed capital. 3. The Statute of New York of 1866, which permits a debtor to deduct the amount of his debts from the valuation of all his personal property including moneyed capital, except his bank shares, taxes those shares at a greater rate than other moneyed capital and is, therefore, void as to the shares of national banks. The defendants in error constituted the Board of Assessors of the City of Albany for the year 1875 and assessed the plaintiff for taxation the sum of $38,250, on account of shares owned by him in the National Albany Exchange Bank, organized under the general Banking Act of [No. 19.] Congress. He appeared before this Board in due Decided Mar. 2, 1880. time, and demanded the reduction of this sum to the amount of $1, and accompanied the de Argued Mar. 28, 1879. IN ERROR to the Court of Appeals of the State New York. The case is stated by the court. Messrs. R. W. Peckham and Lyman Tremaine, for defendants in error. (See briefs of argument and authorities in No. 693, next preceding case.) Mr. Justice Miller delivered the opinion of the court: The law of the State of New York for taxation in the County of Albany, enacted in the year 1850, contained the following section: "Section 9. If any person shall, at any time before the assessors shall have completed their assessments, make affidavit that the value of his real estate does not exceed a certain sum, to be specified in such affidavit, or that the value of the personal estate owned by him, after deduct *Head notes by Mr. Justice MILLER. mand with this affidavit. "CITY AND COUNTY OF ALBANY, 88.. do depose and say that the value of personal esI, Chauncey P. Williams, being duly sworn, after deducting my just debts and my property tate owned by me, including my bank stock, invested in the stock of corporations or associations liable to be taxed therefor, and my investments in the obligations of the United States, does not exceed the sum of one dollar. C. P. WILLIAMS. Subscribed and sworn before me, this 28th day of September, 1875. JAMES MAHER, Notary Public." The defendants refused to make this deduction; and, under the procedure in the courts of New York, which allows of an amicable suit on an agreed statement of facts, the case finally came to the Court of Appeals of that State. The judgment there being in favor of defendants, the plaintiffs bring the record to this court by writ of error. Three questions were raised |