Opinion of the Court, per DENIO, J. issue, and assume the burden of individual liability, or avoid that consequence, by winding up their affairs, or confining themselves to other branches of banking. It is impossible to suggest any other motive for postponing the operation of the provision. If the existing banks were to be exempt from its influence, during the continuance of their charters, no delay would be needed on their account; and as to future banks, to be organized under general laws, their proprietors would embark in the business, with a full knowledge of its hazards and responsibilities, and hence would not require any time to accommodate themselves to it, and would have no reason to complain of the sudden change of policy. If, therefore, it were doubtful, upon the general language of the provision, whether the banks already established were intended to be embraced, the postponement of its operation for three years, for no conceivable motive but their convenience, would show very clearly that they were intended to be brought within its scope, at the expiration of that period. If we look into the proceedings of the Constitutional · Convention, we shall find the most authentic evidence, that the actual intention of its members was such as I have supposed. It appears, that while the article in which the provision is found was under consideration, Mr. Kirkland, a member from Oneida county, moved to amend it, so as to confine the individual liability to corporations and associations *thereafter to be formed; but the * [ 14 amendment, after considerable debate, was negatived. (Debates, Argus ed., 664-6.) But the position most strongly relied upon by the appellants' counsel is, that the provision, if valid, would operate to impair the obligation of a contract; and hence, that it is a violation of the Constitution of the United States. Upon this branch of the case, certain principles have been established by the Federal Supreme Court, and are no longer subjects of controversy; that court Opinion of the Court, per DENIO, J. having paramount jurisdiction upon questions arising under the Constitution of the United States, we have only to ascertain what has been distinctly determined by it, and to apply those doctrines to the case before us. Thus, it has been adjudged, that an executed grant is as fully within the constitutional protection as an executory agreement; hence, a conveyance which takes effect to transfer a title by the delivery of the instrument, cannot be revoked or impaired by state legislation. (Fletcher v. L'eck, 6 Cranch 87, 136-9.) Then, the provision is not limited to dealings between individuals, bet extends equally to contracts between the State sovereignties and private parties; nor, in respect to contracts to which the State is a party, is it confined to such as relate to definite pecuniary obligations or to specific real or personal property; it embraces charters and grants of corporate powers and privileges, when conferred for private and pecuniary objects. (Dartmouth College v. Woodward, 4 Wheat. 518; Green v. Biddle, 8 id. 2; Gordon v. The Appeal Tax Court, 3 How. 133; State Bank of Ohio v. Knoop, 16 id. 369; Dodge v. Woolsey, 18 id. 331.) And it also applies to corporations created under general laws; such statutes are considered as propositions extended to private citizens; and when they are accepted, and a corporation has been organized pursuant to their provisions, a contract between the State and the private adventurers is created, which is equally inviolable as the terms of a charter granted by special statute. In the case of the State Bank v. Knoop, just referred to, a provision in the general banking law of Ohio, prescribing a tax of six per cent. of the profits of the * 15 ] banks formed under it, in lieu of all taxes to which it or the stockholders would otherwise be subject, was held to be a contract against further taxation, which was within the protection of the Constitution. It follows from these adjudications, that if the general banking law of this State had not contained any reservation of a right to repeal or change it, the associations organized pursuant Opinion of the Court, per DENIO, J to its provisions would have been the proprietors of franchises held under contracts with the State, which would have been beyond the reach of legislation. It has also been held by the supreme court, that the change of a State Constitution can no more operate to abrogate or essentially change a contract of this character, than an ordinary act of legislation. In Dodge v. Woolsey (supra), the legislature of Ohio had, in 1845, chartered a bank called the Commercial Branch Bank of Cleveland, with a provision for limited taxation; by the amended Constitution of that state, adopted in 1851, it was declared, that all property employed in banking, whether by banks then existing or thereafter to be created, should always bear a burden of taxation equal to that imposed upon the property of individuals. A stockholder of the bank filed a bill in the circuit court of the United States against the officers of the state, whose duty it was to collect a tax assessed under a state law passed in pursuance of the Constitution; and a decree was made, perpetually enjoining the collection of the tax, which was affirmed by the supreme court. The court said, that a change of constitution could not release a state from contracts made under a constitution which permitted them to be made. These decisions of a tribunal which is entitled so sit in review of our judgments upon questions arising under the federal constitution, must necessarily be binding on us; we are not at liberty to inquire whether they do not impose restraints upon the state sovereignties, not within the contemplation of the authors of the Constitution of the United States, whatever might be our opinion, if the question were open to our consideration. The question before us is, therefore, narrowed to a consideration of the effect of the provision in the general banking law *by which the right is, in terms, re- * [ 16 served to the legislature to alter or repeal it at any time. (Laws of 1838, c. 253, § 32.) 3 And see Railroad Co. v. McClure, 10 Wall. 511. Opinion of the Court, per DENIO, J. This, according to one view, is the reservation of a right only to change or repeal it, prospectively, from the pas sage of the modifying or repealing law, so that the associations which had been organized in the meantime would remain unaffected by such modification or repeal. On the other hand, it is insisted, that it enabled the legislature to deal with the associations as though they were directly established by a statute containing in itself the usual reservation. I am of opinion, that the latter is the correct view. By the revised statutes, the charter of every corporation thereafter to be granted by the legislature, was declared to be subject to alteration, suspension or repeal, in the discretion of the legislature. (1 R. S. 600, $8.) This provision incorporated itself into and became part of every special charter which was itself silent as to the power of repeal or change. But notwithstanding this, and out of abundant caution, all the bank charters, and I believe all the other acts of incorporation, subsequently passed, contained a standing section reserving the power to repeal or change them. Prior to the passage of the general banking law, corporations, with a few unimportant exceptions, were created by special laws. Hence, the legislation referred to was indicative of a settled policy in the legisla ture to make the grant of corporate franchises revocable; and if we are to construe the banking law with a certain. reference to that policy, we must hold, that the reservation embraced the corporations which might be created, as the subjects of change or repeal, as well as the act itself. This intendment becomes stronger, when we consider, that the statute, as a general law, was equally capable of being of being prospectively changed or repealed, as any other law in the statute-book, though there had been no reservation of a power of repeal. Had there been, therefore, no reservation in the act, the legislature would not have been chargeable with interfering with a contract, or a vested right, had it repealed the statute Opinion of the Court, per DENIO, J. prospectively, by declaring that no more corporations should be formed, or that such as should thereafter be organized should subject the associates to *unlimited [ * 17 personal responsibility. The clause, therefore, meant something more than the reservation of a right to interfere with the act prospectively. But again, the business of the banking associations assumed and required the continued existence of the act; for the state officers were to co-operate with the associates in the fabrication of circulating notes; the comptroller was the depositary of the securities which were to be furnished. (§§ 1, 2.) The repeal of the act would take away the powers of these officers, without the exercise of which the banks could not continue their business. From these considerations, I am led to the conclusion, that the effect of the clause in question was, to reserve to the legislature the same power over the corporations created under the act, which was contemplated by the provision of the revised statutes, which has been referred to, and by the standing clause contained in special charters granted since 1830, in respect to corporations created by special law. Moreover, I think this precise question has been in effect, decided in this court. In 1847, the legislature passed an act authorizing the formation of corporations to construct and operate plank-roads; the corporations were to be created by the subscribing and filing of articles of association, and there was a reservation to the legislature of the right to alter, amend or repeal the act (Laws of 1847, c. 210); there was also a right reserved to annul or repeal any corporation created under the act; but none, in terms, to alter or amend the corporation. The Schenectady and Saratoga Plank-road Company was organized under this act, in 1848, and the defendant became a subscriber to the stock; afterwards, in 1849, an act was passed, by which plank-road companies were authorized, on certain conditions, to construct branches to their main |