change, could not stop the operations of any branch of the existing government, whether legislative, executive, or judicial. I speak now irre spective of fraudulent legislation-of that hereafter. The powers of this body are merely to settle principles of government; we cannot legitimately go into the details of legislation. "A constitution," (says C. J. Marshall, 4 Wheaton, 407,) to contain an accurate detail of all the subdivisions of which its great powers will admit, and all the means by which they may be carried into execution, would partake of the prolixity of legal code, and could scarcely be embraced by the human mind. I would probably never be understood by the public. Its nature, therefore, requires that only its great outlines should be marked, its importan objects designated, and the minor ingredients which compose those objects be deduced from the nature of the objects themselves. That this idea was entertained by the framers of the constitution is not only to be inferred from the nature of the instrument, but from the language."

Again, at page 421-" We admit, as all must admit, that the powers of the government are limited, and that its limits are not to be transcended." And this doctrine is as applicable to the constitution of Pennsyl vania as to that of the general government, in relation to which it was declared.

Has the legislature the power to dissolve a bank corporation by repeal ing the act of incorporation? It will be recollected that by the constitu tion of the United States, as well as by that of our own state, no law tas be passed impairing the obligation of a contract. The legislatures are creatures of the constitution; they owe their existence to, and derive ther powers from the constitution. It is their commission, and all their ars must be conformable to it, or they are void. [See Van Horn's lessee v. Dorrance, 2 Dallas, 304.]

Prior to the adoption of the constitution of the United States, which went into effect on the first Wednesday in March, 1789, the state, in the exercise of its sovereignty, where not restrained by the terms of its own constitution, (which was the case in Pennsylvania under the constitution of 1776,) might make a law operating upon the rights of property vested before that time. This point is decided in the case of Owings v. Spead and others, in 5th Wheaton, 420, by the supreme court of the United States. But since that instrument has gone into operation, as also since the adoption of our present state constitution, even were there no consu tution of the United States, the legislature is prohibited from doing any

such acts.

The authorities cited have proved that corporations are grants-are contracts. And in the case of Fletcher v. Peck, decided by the supreme court of the United States, and reported in 6 Cranch, pages 87 to 148, the question as to the power of the legislature to repeal a previous act of their own body, under which rights had been acquired by third persons, was fully discussed, and in its decision certain principles were established. That case grew out of the celebrated Yazoo speculation. The circumstances of the case decided were these. On the 7th of January, 1795, the legislature of the state of Georgia passed an act authorizing the con veyance of half a million or more acres of land to James Gunn, Mathew M'Alister, George Walker and their associates. In pursuance whereof a deed was duly executed to them on the 13th of January, 1795, by the

governor, according to the terms of the act. On the 22d of August, 1795, they conveyed to James Greenleaf, who on the 23d September, 1795, conveyed to N. Prime, who on the 27th February, 1796, conveyed to Oliver Phelps, who by deed dated 6th December, 1800, conveyed a part to Benjamin Hickborn and Peck the defendant, who by deed dated 14th May, 1803, conveyed to Fletcher, the plaintiff and in his conveyance covenanted that the state of Georgia had good right to sell, and the governor lawful authority to convey, and that all the title the state of Georgia ever had in the premises had been legally conveyed to the said John Peck, and that the title so vested in him had not been in any way constitutionally or legally impaired by virtue of any subsequent act of any subsequent legislature of the said state of Georgia. The purchaser sued Peck on this covenant and assigned as breaches,

1. That the legislature had no authority to sell and dispose of the premises.

2. That Gunn, M'Alister, and Walker had promised and assured divers members of the legislature, while the bill was pending, that they should have a share in and be interested in all the lands which they should purchase under the act, whereby divers of the said members were induced to vote for the passage of the bill, whereby the said law was a nullity, by reason whereof the title never was legally conveyed, &c.

3. That subsequently, to wit: on the 13th February, 1796, because of the undue influence used as aforesaid, in procuring the said act to be passed, and for other causes, an act was passed by the general assembly of the state of Georgia, declaring null and void the said usurped act, passed by the said preceding legislature, on the 7th January, 1795, and for expunging from the public record the said usurped act, and declaring the right of the state to the lands therein mentioned; whereby the title which Peck had in the premises was constitutionally and legally impaired, and rendered null and void.

The defendant pleaded in substance, that the lands belonged to Georgia, that the legislature, acting within the scope of their constitutional authority, passed the first act in question; that under it the governor conveyed the premises, and protesting that Gunn, McAllister and Walker, did not make the promises and assurances to the members of assembly, pleaded that neither Greenleaf, Prime, Phelps, nor the defendant, had any notice or knowledge thereof. To all which the piaintiff demurred, admitting thereby the facts set forth in the defendant's plea.

Judge Marshall, in page 128-9, says that the legislature of Georgia possessed the power, being unrestrained in that respect by the constitution of the state, to dispose of the lands in such manner as its own judgment should dictate. And in the residue of the case, it will be found that all the arguments, as to the power of one legislature to bind another, the corruption of members, &c. were there urged, and are passed upon by the court, in giving their opinion, at page 131, they say:

"That corruption should find its way into the governments of our infant republics, and contaminate the very source of legislation, or that impure motives should contribute to the passage of a law, or the formation of a legislative contract, are circumstances most deeply to be deplored. far a court of justice would, in any case, be competent, on proceedings

How

instituted by the state itself, to vacate a contract thus formed, and to annul rights acquired, under that contract, by third persons having no notice of the improper means by which it was obtained, is a question which the court would approach with much circumspection. It may well be doubted how far the validity of a law depends upon the motives of its framers, and how far the particular inducements, operating on members of the supreme sovereign power of a state, to the formation of a contract by that power, are examinable in a court of justice. If the principle be conceded, that an act of the supreme sovereign power might be declared null by a court, in consequence of the means which procured it, still would there be much difficulty in saying to what extent those means must be applied to produce this effect. Must it be direct corruption, or would interest or undue influence of any kind be sufficient? Must the vitiating cause ope rate on a majority, or on what number of the members? Would the act be null, whatever might be the wish of the nation, or would its obligation or nuility depend upon the public sentiment?

If the majority of the legislature be corrupted, it may well be doubted, whether it be within the province of the judiciary to control their con duct, and, if less than a majority act from impure motives, the principle by which judicial interference would be regulated, is not clearly dis cerned.

Whatever difficulties this subject might present, when viewed under aspects of which it may be susceptible, this court can perceive none in the particular pleadings now under consideration.

This is not a bill brought by the state of Georgia, to annul the contract, nor does it appear to the court, by this count, that the state of Georgia is dissatisfied with the sale that has been made. The case, as made out in the pleadings, is simply this. One individual who holds lands in the state of Georgia, under a deed covenanting that the title of Georgia was in the grantor, brings an action of covenant upon this deed, and assigns, as a breach, that some of the members of the legislature were induced to vote in favor of the law, which constituted the contract, by being promised an interest in it and that therefore the act is a mere nullity.

This solemn question cannot be brought thus collaterally and inciden tally before the court. It would be indecent, in the extreme, upon a pri vate contract, between two individuals, to enter into an inquiry respecting the corruption of the sovereign power of a state. deduced from a legislative act, which the legislature might constitutionally If the title be plainly pass, if the act be clothed with all the requisite forms of a law, a court, sitting as a court of law, cannot sustain a suit brought by one individual against another founded on the allegation that the act is a nullity, in con sequence of the impure motives which influenced certain members of the legislature which passed the law.

The third count recites the undue means practised on certain members of the legislature, as stated in the second count, and then alleges that, in consequence of these practices, and of other causes, a subsequent legis lature passed an act annulling and rescinding the law under which the conveyance to the original grantees was made, declaring that conveyance void, and asserting the title of the state to the lands it contained. The count proceeds to recite at large this rescinding act, and concludes with averring that, by reason of this act, the title of the said Peck in the

premises was constitutionally and legally impaired, and rendered null and void.

After protesting, as before, that no such promises were made as stated in this count, the defendant again pleads that himself and the first purcha ser under the original grantees, and all intermediate holders of the property, were purchasers without notice.

To this plea there is a demurrer and joinder.

The importance and the difficulty of the questions, presented by these pleadings, are deeply felt by the court.

The lands in controversy vested absolutely in James Gunn and others, the original grantees, by the conveyance of the governor, made in pursu ance of an act of assembly to which the legislature was fully competent. Being thus in full possession of the legal estate, they, for a valuable consideration, conveyed portions of the land to those who were willing to purchase. If the original transaction was infected with fraud, these purchasers did not participate in it, and had no notice of it. They were innoYet the legislature of Georgia has involved them in the fate of the first parties to the transaction, and, if the act be valid, has annihilated their rights also.

The legislature of Georgia was a party to this transaction; and for a party to pronounce its own deed invalid, whatever cause may be assigned for its invalidity, must be considered as a mere act of power which must find its vindication in a train of reasoning not often heard in courts of justice.

But the real party, it is said, are the people, and when their agents are unfaithful, the acts of those agents cease to be obligatory.

It is, however, to he recollected that the people can act only by these agents, and that while within the powers conferred on them, their acts must be considered as the acts of the people. If the agents be corrupt others may be chosen, and, if their contracts be examinable, the cominon sentiment, as well as common usage of mankind, points out a mode by which this examination may be made, and their validity determined.

If the legislature of Georgia was not bound to submit its pretensions to those tribunals which are established for the security of property, and to decide on human rights. if it might claim to itself the power of judging in its own case, yet there are certain great principles of justice, whose authority is universally acknowledged, that ought not to be entirely disregarded.

If the legislature be its own judge in its own case, it would seem equit able that its decision should be regulated by those rules which would have regulated the decision of a judicial tribunal. The question was, in its nature, a question of title, and the triumal which decided it, was either actig in the character of a court of justice, and performing a duty usually assigned to a count, or it was exciting a mere act of power in which it was controlled only by its own will.

If a suit be brought to set aside a conveyance obtained by fraud and the fraud be clearly proved, the con eyance will be set aside, as between the parties; but the rights of third persons, who are purchasers without notice,

for a valuable consideration, cannot be disregarded. Titles, which, according to every legal test, are perfect are acquired with that confidence which is inspired by the opinion that the purchaser is safe. If there be any concealed defect, arising from the conduct of those who had held the property long before he acquired it, of which he had no notice, that concealed defect cannot be set up against him. He has paid his money for a title good at law, he is innocent, whatever may be the guilt of others, and equity will not subject him to the penalties attached to that guilt. All titles would be insecure, and the intercourse between man and man would be very seriously obstructed, if this principle be overturned.

A court of chancery, therefore, had a bill been brought to set aside the conveyance made to James Gunn and others, as being obtained by improper practices with the legislature, whatever might have been its decision as respected the original grantees, would have been bound, by its own rules, and by the clearest principles of equity, to leave unmoles. ted those who were purchasers, without notice, for a valuable consid eration.

If the legislature felt itself absolved from those rules of property which are common to all the citizens of the United States, and from those principles of equity which are acknowledged in all our courts, its act is to be supported by its power alone, and the same power may divest any other individual of his lands, if it shall be the will of the legislature so to excrt it.

It is not intended to speak with disrespect of the legislature of Georgia, or of its acts. Far from it. The question is a general question, and is treated as one. For although such powerful objections to a legislative grant, as are alleged against this, may not again exist, yet the principle, on which alone this rescinding act is to be supported, may be applied to every case to which it shall be the will of any legislature to apply it. The principle is this; that a legislature may, by its own act, divest the vested estate of any man whatever, for reasons which shall, by itself, be deemed sufficient.

In this case the legislature may have had ample proof that the original grant was obtained by practices which can never be too much reprolated, and which would have justified its abrogation so far as respected those to whom crime was imputable. But the grant, when issued, conveyed an estate in fee simple to the grantee, clothed with all the solemnities which law can bestow. This estate was transferrable; and those who purchased parts of it were not stained by that guilt which infected the original transaction. Their case is not distinguishable from the ordinary case of pur chasers of a legal estate without knowledge of any secret fraud which might have led to the emanation of the original grant. According to the well known course of equity, their rights could not be affected by such fraud. Their situation was the same. their title was the same, with that of every other member of the community who holds land by regular conveyances from the original patentee.

Is the power of the legislature competent to the annihilation of such title, and to a resumption of the property thus held?

The principle asserted is, that one legislature is competent to repeal any act which a former legislature was compe.ent to pass; and that one legislature cannot abridge the powers of a succeeding legislature.