[Syllabus from pages 526-527 intentionally omitted] [Statement of Case from pages 527-528 intentionally omitted]
The opinion of the court was delivered by: Waite, C. J.
Wirt Dexter and Sidney Bartlett, for plaintiff in error.
J. K. Edsall and Jas. McCartney, for defendant in error.
In the view we take of this case the only question that need by considered is whether the charter of the Central Military Tract Railroad Company, one of the Illinois corporations which, through agreements of consolidation, are now represented by the Chicago, Burlington & Quincy Railroad Company, purports on its face to grant to the company the right to fix the rates of fare and freight to be charged for the conveyance of persons and property on its railroad free of all control by the state. If, on examination, we find that no such grant was intended, it will be unnecessary to decide whether one legislature has the power to bind succeeding legislatures by a contract to that effect.
The provisions of the charter relied on to establish such a grant may be stated as follows:
On the fifth of November, 1849, an act was passed by the general assembly of Illinois 'to provide for a general system of railroad incorporation.' That act contained the following provisions:
'Sec. 12. The directors of such company shall have power to make by-laws for the management and disposition of stock, property, and business affairs of such company, not inconsistent with the laws of this state, and prescribing the duties of officers, artificers, and servants that may be employed, for the appointment of all officers for carrying on all the business within the object and purposes of such company.
'Sec. 21. Every such corporation shall possess the general powers, and be subject to the general liabilities and restrictions, expressed in the special powers following; that is to say:
'(8) To take, transport, carry, and convey persons and property on their railroad, by the force and power of steam, of animals, or any mechanical powers, or by any combination of them, and receive tolls or compensation therefor.
'(10) To regulate the time and manner in which passengers and property shall be transported, and the tolls and compensation to be paid therefor; but such compensation for any passenger and his ordinary baggage shall not exceed three cents a mile, unless by special act of the legislature, and shall be subject to alteration as hereinafter provided.
'Sec. 32. The legislature may, when any such railroad shall be opened for use, from time to time, alter or reduce the rates of toll, fare, freight, or other profits upon such road; but the same shall not, without the consent of the corporation, be so reduced as to produce with said profits less than 15 per cent. per annum on the capital actually paid in; nor unless, on an examination of the amounts received and expended, to be made by the secretary of state, he shall ascertain that the net income divided by the company from all sources for the year then last past shall have exceeded an annual income of 15 per cent. upon the capital of the corporation actually paid in.'
On the fifteenth of February, 1851, another act was passed to incorporate the Central Military Tract Railroad Company, for the purpose of building and using a railroad between certain designated points. Section 3 of that act is as follows:
'Sec. 3. The said company is hereby created and incorporated for the purpose of organizing under an act entitled 'An act to provide for a general system of railroad incorporations,' in force November 5, 1849, and in all things shall be governed by the provisions thereof, and shall be entitled to have and exercise the powers and privileges and be subject to the liabilities therein enumerated: provided, that the foregoing corporation may attach themselves to and form a part of the Northern Cross Railroad Company, in such manner or on such terms as said companies shall agree.'
On the nineteenth of June, 1852, another act was passed 'to amend an act entitled 'An act to incorporate the Central Military Tract Railroad Company." The following are the parts of this ...