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then in force, shall have the same powers, rights, protection, and privileges, and shall be subject to all the liabilities, as hereby provided for companies organized under the provisions of this act."

ter by the city authorities under a delegated power from the legislature. It was made matter of agreement by the expressed command of the legislature. Ordinances of a like nature were passed by the common council relating to the other companies, and all of them were accepted in writing, and they all had in them provisions relating to, or referred to ordinances providing for, the rate of fare in language similar to the foregoing. Coming to a consideration of the effect of the language used, we think it amounted to a contract as to rates of fare. The ordinance of 1879 and the similar ordinances thereafter passed relating to the other cor

consent upon such terms and conditions as the city might from time to time prescribe, the power was reserved to make a rate of fare which might ruin the whole enterprise? That a rate once deliberately and mutually agreed upon might be thereafter and from It is plain that the legislature regarded time to time altered at the pleasure of the the fixing of the rate of fare over these street city alone? Will it be believed the parties railways as a subject for agreement between thus understood the meaning of that provi-the parties, and not as an exercise of a govsion? It would hardly be credible that cap-ernmental *function of a legislative charac italists about to invest money in what was then a somewhat uncertain venture, while procuring the consent of the city to lay its rails and operate its road through the streets in language which as to the rate of fare amounted to a contract, and gave the company a right to charge a rate then deemed essential for the financial success of the enterprise, would at the same time consent that such rate then agreed upon should be subject to change from time to time by the sole decision of the common council. It would rather seem that the language above used did not and was not intended to give the right to the common council to change at its pleasure from time to time those impor-porations, together with the street railway tant and fundamental rights affecting the very existence and financial success of the company in the operation of its road, but that by the use of such language there was simply reserved to the city council the right from time to time to add to or alter those general regulations or rules for the proper, safe, and efficient running of the cars, the character of service, the speed and number of cars, and their hours of operation and matters of a like nature, such as are described in the opinion of the court below in this case.

act of 1867, and §§ 20 and 29 thereof, make out plain agreements entered into between the parties in relation, among other things, to the rates of fare to be charged by those companies. In the ordinance of 1879 and in the other ordinances under consideration, there were provisions made for special taxation of the companies which the supreme court of Michigan in Detroit Citizens' Street R. Co. v. Detroit, 125 Mich. 673, 85 N. W. 96, 86 N. W. 809, has held amounted to a contract between the parties which was as bindSuch would seem to be a reason-ing as though made by the legislature itself. able construction of the language. It is un- Such decision by the supreme court of Michnecessary to conclusively determine the ques-igan is entitled to very great respect and tion, because we think that under §§ 20 and weight. If the ordinance constituted a con29 of the street railway act of 1867, above tract between the parties in relation to taxes set out, and by the subsequent adoption of which were to be levied upon the company, the ordinance of 1879 (set out in the forego- we do not see any reason, in the language ing statement of facts) relating to the De-used providing for the rates of fare, for not troit City Railway Company (and by the holding that there is a contract as to those adoption of similar ordinances thereafter rates equally binding with that in regard to with regard to the other companies), bind-taxes. ing agreements were made and entered into between the city on the one side and the companies on the other relating to rates of fare, and such agreements could not be altered without the consent of both sides.

In City R. Co. v. Citizens' Street R. Co. 166 U. S. 557, 41 L. ed. 1114, 17 Sup. Ct. Rep. 653, the common council of Indianapolis, on January 18, 1864, adopted an ordinance which said: "Consent, permission, These agreements had express legislative and authority are hereby given, granted, and authority, not only under the tram railway duly vested unto the company organized act, but also and particularly under the with R. B. Catherwood as president, a body street railway act of 1867. By the 20th politic and corporate by the name of the section of the latter act it was provided that Citizens' Street Railway Company of Indianthe rates of toll or fare, which any street apolis, and their successors, to lay a single railway may charge for the transportation or double track for passenger railway lines," of persons or passengers over its road, should etc., under which ordinance the railway was be established by agreement between the built. This court said, p. 567, L. ed. p. 1118, company and the corporate authorities of Sup. Ct. Rep. p. 656: "The original ordithe city or village where the road is located, nance of January 18, 1864, was plainly a and should not be increased without the con- proposition on the part of the city to grant sent of such authorities. The provisions of to the company the use of its streets for this section, among others, were by the 29th thirty years, in consideration that the comsection of the act transferred to "all compa-pany lay its tracks and operate a railway nies and corporations heretofore organized in this state for the purpose of building and operating street railways under the statutes 22 S. C.-27.

thereon upon certain conditions prescribed by the ordinance. This proposition, when accepted by the company and the road built

688.

and operated as specified, became a contract which the state was not at liberty to impair during its continuance; but if, at the expiration of the thirty years, the road had been sold to another company, and that company had applied for and obtained from the common council a franchise to occupy its streets for another period, it seems to be clear that

such a contract would need no other consideration to support it than the continued operation of the road under such conditions as the city chose to impose."

The language used was regarded as a mere delegation of authority by the legislature to the company to make those charges until the authority was altered or withdrawn. In other words, that the language did not constitute a contract or agreement between the parties, the legislature and the railroad company.

In the case at bar, however, the rates are fixed under the provisions of a statute which declares that they shall be so fixed by agree ment between the parties. The ordinance of Although in that case there was no provi- 1879 adopts that of 1862 and reaffirms it. sion in the statute directing that the rates The rate of fare therein provided is made a of fare should be established by agreement, rate under the ordinance of 1879, and that yet nevertheless it was held that the lan- ordinance was adopted while the street railguage used amounted to an agreement upon way act was in force, and which specially the subject-matter which could not be al- provided for an agreement as to rates of tered during its continuance by either party. fare, and the provisions of that act were Upon this question considerable stress has transferred to the companies organized unbeen laid in the brief and in the arguments der the tram railway act. It may very well of counsel for the defendants upon the case be that language used by a legislature in of Georgia R. & Bkg. Co. v. Smith, 128 U. S. merely conferring authority upon a company 174, 32 L. ed. 377, 9 Sup. Ct. Rep. 47. The to fix certain charges for fare might not be 12th section of the charter to that company regarded as amounting to a contract, when declared, among other things, that it should the same language used by parties in fixing have the exclusive right of transportation or rates under a legislative authority and diconveyance of persons, merchandise, etc., rection to agree upon them would be reover the railroad to be constructed, and it garded as "forming a contract because the provided that the charge of transportation statute provided specially for that mode of or conveyance should not exceed 50 cents per determining them. Under such direction, 100 pounds for heavy articles, and 10 cents we are of opinion the language used in the per cubic foot on articles of measurement for ordinances amounts to an agreement, for every 100 miles, and 5 cents per mile for that is the way in which the rates are to be every passenger. Permission was granted arrived at, and the reaffirmation of the prethe company to rent or farm out any part vious language, by reaffirming and adopting of their exclusive right of transportation to the ordinance of 1862, by the ordinance of any individual on such terms as might be 1879, and its acceptance, constitute an agreed upon. Pursuant to that authority agreement as of that time. The same as to the company leased to one Wadley for the the ordinances relative to the other roads. term of ninety-nine years such privileges. The rate of fare having been fixed by posiAfterwards the legislature of Georgia cretive agreement under the expressed legislaated a board of railroad commissioners (Ga. Laws 1879, p. 125), and gave the board power to prevent railroad companies from charging other than just and reasonable rates. That board prescribed rates for the transportation of freight and passengers by railroad companies in the state which were less than the maximum rates authorized by the 12th section of the charter of the company above referred to. The question of the validity of this order of the board of commissioners was brought before this court, and it was held that the language of the charter did not justify the holding that, notwithstanding any altered conditions of the country in the future, the legislature had, in 1833, at the time of the grant of the char-1867, which provides that the rate of fare ter, contracted that the company might for all time charge rates for the transportation of persons or property over its line up to the limits there designated. The reasons for so holding are stated by Mr. Justice Field at pages 180 and 181 of the report, L. ed. p. 380, Sup. Ct. Rep. p. 49, and it was not thought that in the exercise of the merely governmental function of creating a charter and incorporating the banking and railway company the legislature had in regard to this particular matter of rates surrendered the right to alter the maximum charges.

tive authority, the subject is not open to alteration thereafter by the common council alone, under the right to prescribe from time to time the rules and regulations for the running and operation of the road.

Nor does the language of the ordinance, which provides that the rate of fare for one passenger shall not be more than 5 cents, give any right to the city to reduce it below the rate of 5 cents established by the company. It is a contract which gives the company the right to charge a rate of fare up to the sum of 5 cents for a single passenger, and leaves no power with the city to reduce it without the consent of the company. The language of § 20 in the street railway act of

agreed upon shall not be increased without the consent of the city authorities, does not mean that the rate may be reduced without the consent of the railway companies, nor does it show the parties did not suppose there was a contract between them as to rates. That provision does not seem to perform any material function, because without it, the parties having agreed upon the subject of rates, it would follow that the agreement could not be altered by either party without the consent of the other. It may be that it was meant that the company, while

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unable to increase the rates of fare without the consent of the city authorities, had the right to reduce the rates as it might please without consulting the city.

It was probably inserted from abundant caution, but in no event can it properly or fairly be regarded as an implied permission to the city authorities to reduce the rates of fare as agreed upon without the consent of the railway company. The reasons are obvious and need not be restated.

question of its binding force. Section 14 of the same act also safeguarded the rights of the companies, and that section might be referred to in aid of its rights, by the company. The tram railway act amendment of 1867 is a general provision regarding regula tions or conditions, destroying or unreasonably impairing rights or franchises already granted, or depriving the company of rights of construction and operation, and should be construed also in connection with § 14 of It is said, however, that § 34 of the tram the street railway act, while the matter of railway act was amended some twenty-two rates of fare is specially provided for by § days after the passage of the street railway 20 of the last-named act, which provides for act containing the above §§ 20 and 29, and an agreement on that subject. The two acts that, therefore, the provisions of the are entirely harmonious, and may be fully amended tram railway act must apply ex-carried out so as to involve neither incongruclusively. ity nor inconsistency.

The amendment made to § 34 of the latter act in 1867 has been set forth in the state ment of facts above made, but for convenience will be repeated here, as follows:

But the defendants raise the objection that § 29 of the street railway act cannot be applied to companies formed under any other act for the reason that to apply it to such companies would violate the state Constitution, § 20 of art. 4, which provides that "no law shall embrace more than one object which shall be expressed in its title."

The title of the street railway act is "An Act to Provide for the Formation of Street Railways," and the claim is made that the provision of § 29, making the act applicable to other companies, is outside and beyond the object of the act as expressed in its title.

The meaning to be given to the constitu tional provision was stated in People ex rel. Secretary of State v. State Ins. Co. 19 Mich. 392, wherein Chief Justice Cooley, at page 398, said:

"Provided further, that after such consent shall have been given and accepted by the company or corporation to which the same is granted, such authorities shall make no regulations or conditions whereby the rights or franchises so granted shall be destroyed or unreasonably impaired, or such company or corporation be deprived of the right of constructing, maintaining, and operating such railway in the street in such consent or grant named pursuant to the terms thereof." Referring to this amendment, it is argued that the city had the right to pass these ordinances of 1899 as a regulation and condition for the operation of the road, unless the rights or franchises already granted to the company should thereby be destroyed or unreasonably impaired, or unless the company would be thereby deprived of the right of constructing, maintaining and operating its railway pursuant to the terms of the original consent, and such impairment is not alleged in the complainant's bill. It is obvi-acter. ous that the additions to the original tram railway act made in 1861 and 1867 were laws in pari materia with the street railway act passed in 1867, and should therefore be construed together to obtain the legislative meaning.

"We must give the constitutional provi sion a reasonable construction and effect. The Constitution requires no law to embrace more than one object, which shall be expressed in its title. Now, the object may be very comprehensive and still be without objection, and the one before us is of that char

But it is by no means essential that every end and means necessary or convenient for the accomplishment of the general object should be either referred to or necessa rily indicated by the title. All that can rea sonably be required is that the title shall not be made to cover legislation incongruous in itself, and which by no fair intendment can be considered as having a necessary or proper connection."

Bearing in mind the provision of § 29 of the street railway act, granting to other corporations the same powers as are given to the companies organized under that act, and coming to a consideration of the amendment Similar provisions are to be found in the to § 34 of the tram railway act made in Constitutions of several of the states, among 1867, we find no inconsistency or contradic- them that of New Jersey, and the meaning tion between the two acts. The amendment of such provision was brought before this to the 34th section prohibited the city from court in Montclair Twp. v. Ramsdell, 107 U. making any regulations or conditions where S. 147, 27 L. ed. 431, 2 Sup. Ct. Rep. 391, by the rights or franchises of the company and it was held that the provision did not should be destroyed or unreasonably im- require a detailed statement or index or abpaired, or whereby it should be deprived of stract of its contents in the title of an act, the right of constructing, maintaining, and and that it did not prevent uniting, in the operating its railway pursuant to the terms same act, numerous provisions for one genof the consent, while § 20 of the street rail-eral object fairly indicated by its title. way act provided in terms for an agreement between the parties upon the question of rates of fare, and the parties having fixed such rate by agreement, entered into by authority of the legislature, there can be no

The Constitution of Illinois contains a similar provision, the construction of which also came before this court in Jonesboro v. Cairo & St. L. R. Co. 110 U. S. 192, 199, 28 L. ed. 116, 118, 4 Sup. Ct. Rep. 67, 71. ́ In

that case this court said, through Mr. Jus- the other companies organized under the tice Harlan: street railway act were also valid. Still another objection is raised by the de

"The title of the act is 'An Act to Amend the Charter of the Cairo & St. Louis Rail-fendants to the validity of the ordinances road Company.' The contention is, that the passed in 1879 and 1880 and 1885, by which legalization of an election previously held, the powers and privileges conferred and the and at which the people voted in favor of a obligations imposed upon the railway comsubscription of stock to that company, and panies by the former ordinances were exthe granting of authority to issue bonds in tended and limited to thirty years from the payment of such subscription, is not a sub-date of the supplemental ordinances, the object expressed by the title of the act. Injection being that the extending of the term this view we do not concur, and our conclu- of the consents beyond the then limit of the sion is justified by the later decisions of corporate life of the companies was illegal the supreme court of Illinois construing a and void. We are not of that opinion. similar provision in the state Constitution of 1870. It was held in Johnson v. People, 83 Ill. 431, that the Constitution 'does not require that the subject of the bill must be specifically and exactly expressed in the title; hence we conclude that any expression in the title which calls attention to the subject of the bill, although in general terms, is all that is required.'

This was matter of agreement between the parties. The franchise to be a corporation came from the state, and all that the company required from the city was its consent to the laying down of the rails and the operation of the road through the streets of the city, and such consent was to be given upon terms and conditions to be agreed on. This consent, when given, became a priviWe have examined the various cases cited lege or franchise granted to the corporation, by counsel for the defendants, arising in the and was property belonging to it. By the state of Michigan under the constitutional ordinance of 1879 the duties and obligations provision in question, and it is sufficient to of the company therein mentioned were say that we think not one of them extends largely increased, additional taxes were prothat provision so as to embrace a case like vided for, and also extensions of its tracks the one at bar. Narrowly considered, an as stated in the ordinance. The company act to provide for the formation of street also agreed to furnish all the materials and railway companies should contain nothing do all the paving mentioned at its own exbut provisions relating to their formation pense. One inducement to the company to and organization, but it would be absurd to agree upon and accept this ordinance was hold that the constitutional provision would that the term which the city had originally prevent the introduction into such an act consented to for the use of its streets by the of various details in regard to the corpora- company should be extended to thirty years tions after their formation and in regard to from the date of the new ordinance. Altheir government, operation, regulation, and though the company itself, by the act under other matters which might be fairly consid- which it was incorporated, was limited in its ered as germane to the particular object corporate life to a term of thirty years from named in the title of the statute, and hence, the date of its organization in 1862, the exwe think it would be a most narrow con- tension of the term of consent by the city struction of the constitutional provision to carried such consent about sixteen years behold that under such a title it was incom-yond its then corporate life. Of course, no petent for the legislature to provide that the one contends that this extension of the term benefits and obligations conferred and pro- for the use of the streets of the city in any vided for in the act should be made appli- manner affected the limit of the term of the cable to corporations of a like character al-corporate life of the company, but the limiready organized and in operation. It is ger-tation of its life did not prevent it from mane and appropriate to the subject-matter taking franchises or other property, the title of the act, and to enact under such a title to which would not expire with the corporathat all companies of the like nature should have the same privileges is fairly within the general object described in the title. This being true, the companies organized under the tram railway act were equally, with those organized under the street railway act, enabled by the express authority of the leg islature to enter into a contract for a rate of fare with the city, and when in 1879 and the subsequent years those companies which were organized under the tram railway act entered into further agreements with the city in the way of ordinances, those agree-rate existence for that purpose could purments were valid so far as the objections chase the outstanding term and operate its heretofore considered are concerned, and not road thereunder. We see no reason why subject, in regard to this matter, to altera- the company could not take the extended tion at the will of one party only. The term as provided for in the ordinance, and it agreements being valid in the case of com- formed a good consideration for the agree panies organized under the tram railwayment on the part of the company to perform act. it follows that those entered into with the other obligations contained in the ordi

❘tion itself. A corporation whose corporate existence was limited to a term of years could always purchase the fee in property which it needed for the operation of its business. If at the end of its term its life were not extended, the property which it owned was an asset payable to the shareholders after the payment of its debts, and in a case like the present, where the consent was assignable and transferable, particularly by virtue of § 15 of the street railway act above set forth, any company itself having corpo

tions, the right is reserved to the common council to alter the rates of fare provided for in the various ordinances under consideration, as it alone may regard reasonable and just, without the consent of the company.

nance. This exact proposition has been determined by the circuit court of appeals for the sixth circuit in Detroit Citizens' Street R. Co. v. Detroit, 26 L. R. A. 667, 12 C. C. A. 365, 22 U. S. App. 570, 64 Fed. 628. In the course of the opinion of the court in that The Constitution of the state of Michigan, case, the cases of People v. O'Brien, 111 N. art. 15, § 1, provides: "Corporations may Y. 1, 2 L. R. A. 255, 18 N. E. 692, and Miner be formed under general laws, but shall not v. New York C. & H. R. R. Co. 123 N. Y. 242, be created by special act except for munici25 N. E. 339, were cited. People v. O'Brien pal purposes. All laws passed pursuant to is one of the leading cases in New York upon this section may be amended, altered, or rethat subject, and it was there held that a pealed." Counsel for the defendants concorporation, although created for a limited tends "that the regulation of rates of fare period, might acquire title in fee to property or toll upon the street railway is a governnecessary for its use; and where the grant to mental function, delegated by the legislature a corporation of the franchise to construct of the state of Michigan to the municipali and operate its road in the streets of a city ties, and no matter in what form such deleis not, by its terms, limited and revocable,gation of power may be exercised, whether the grant is in fee, vesting the grantee with by ordinance or an assumed contract, it is an interest in the street in perpetuity to the nevertheless a law, subject to alteration, extent necessary for a street railroad; the amendment, or repeal. It has not been the pol rights granted to be exercised by the cor-icy of the state of Michigan, since the adop poration or whomsoever may lawfully succeed to such rights. In that case the authorities show that a franchise of the above nature is invested with the character of property and is transferable as such, inde pendently of the life of the original corporation. The other case, in 123 N. Y., announ- We have already seen that the legislature ces the same doctrine. It is not a new one, was competent to grant to the city of De and the decisions have all been one way, introit the right to give its consent to the layfavor of the right of a corporation, limited ing of the tracks of a street railway and as to the time of its corporate existence, to the operation of the same in and through its purchase or acquire by agreement or con- streets upon such terms and conditions as demnation property for its use, the title to the parties might agree upon. The grant of which it might own in fee. this power was not the formation of a The case above cited in the circuit court municipal corporation, directly or indirectly, of appeals for the sixth circuit, it will be either in substance or effect. The legisla noticed, is between the same parties as the tive act which granted the power to the city case at bar, and if the judgment therein had could not be altered, amended, or repealed been pleaded or put in evidence upon the by the latter. No such power was given to trial of this action, we cannot now see why it by the legislature, and probably could not it would not have been res judicata between even be delegated in any event. It is suffithe parties in this suit upon that question,cient to say that none was attempted. City at least as to the particular road then un-R. Co. v. Citizens' Street R. Co. 166 U. S. der discussion. 557, 563, 41 L. ed. 1114, 1116, 17 Sup. Ct. Rep. 653.

tion of the present Constitution, to permit irrevocable legislation. The state cannot do it itself, and if it cannot, surely one of its creatures, like a city, cannot be permitted to do that which its creator is prohibited from doing."

The legislature has not attempted to interfere with the rights of the street railway companies in Detroit, and hence the extent of its power so to do is not involved in the case.

In Detroit v. Ellis, 103 Mich. 612, 27 L. R. A. 211, 61 N. W. 886, upon an application for a mandamus the decision of the United States circuit court of appeals was regarded as res judicata of the question in issue in that suit on an application by the city and We are then brought to the question of certain individual citizens for a mandamus the reservations in the ordinances themselves. to compel the attorney general to file an in- An examination of them leads us to the conformation in the nature of quo warranto toclusion that not one provided or was intendinquire by what right the railway company ed to provide for a power to alter an agree maintained and used its tracks in the streets ment in relation to the rates of fare entered after the date named. Without treating into between the parties. The right from the case in the circuit court of appeals as time to time to make such further rules, or strictly res judicata, we regard the concluders, or regulations as to the common counsion arrived at by that court upon the ques-cil may seem proper, cannot be held to extion under discussion as correct, and conse-tend to the alteration of a contract as to quently the objection now urged by the de- the rate of fare which shall be charged for fendants to the validity of the ordinance of the transportation of passengers. We think, 1879 and the other ordinances similar to it as was stated by the court below, that this cannot be maintained. reservation permitted the city to make furThe further objection is made that under ther rules or regulations than those conthe power of alteration and repeal, provided tained in the ordinances, in regard "to all for in the Constitution of Michigan and un- matters incident to the construction and der the terms of the various ordinances giv-operation of the road, such as the location ing power to the common council in certain of the tracks in the streets, the placing of cases to provide for further rules and regula-switches and turntables, the repair of the