hebeas corpus, and discharge him. Or if they should enact that his estate should be confiscated, or transferred, or taken for the use of the public without an equivalent, such acts would not be laws; and they never could be executed, but by a court as corrupt, or as passionate, as the legislature which should have passed them. So, if the legislature should attempt to destroy or impair the legal force of contracts, by declaring that those who were indebted should be discharged without paying their debts, or on paying a less sum than they owed, or in something different from what was agreed, such acts would be unconstitutional, although not expressly prohibited; because by the fundamental principles of legislation, the law or rule must operate prospectively only; unless in cases where the public safety and convenience require that errors and mistakes should be overruled, the power to do which has been immemorially exercised, and we believe, within the constitutional power of the legislature. For it is doing no wrong to prevent his taking advantage of a mere error or mistake. Now if the act in question impairs the force and obligation of contracts, or injures private property, or disturbs any vested rights, we ought to declare it void, and we should be ready to do so. But we are to be satisfied that it has this character. In the first place, we see no pretense for saying that it impairs the force of contracts. Certainly it has not that effect on contracts made by or with the bank; but the very object of the statute is to enforce such contracts. It is said, however, that the contract with the government was, that at the end of twenty years the corporation should be dissolved, and each member take his share out of the common fund. But it should be considered that, by the original charter, each member's share was liable for all the debts of the bank; and that he would have no moral right to withdraw it, until all of the debts of the bank were paid; so that there was an equitable lien upon his share; and the legislature, we think, had a right, if it was not their duty, to provide the means of enforcing this moral obligation. The law complained of is a general law, operating upon all bodies corporate; and it is convenient for them and the public, that their power of suing and being sued should be continued beyond the period within which they are empowered to make contracts; in order that their concerns may be properly adjusted. Nor do we think it an objection, that this additional term should be granted by an act made subsequent to the time when their charter was granted. A debtor to the bank could not object to a suit, on the ground that the original term of the charter had expired; for the very bringing of the suit would be an acceptance of the prolongation of the charter; and it would be absurd for him to say, that his debt was discharged, or that there was no means of recovering it, because he contracted with the corporation on a supposition that it would continue in being only a certain number of years. We think it equally incompetent for such corporation to deny its existence, against a statute of the government, the object of which is to give a right of action on contracts, upon which they were legally and morally bound under their charter. It is said that the members of such a corporation associated upon the faith that, after the time limited in their charter, they might separate and take their shares of the stock. But it is to be answered that their stock is, in an equitable view, pledged for the payment of all debts due from the corporation; and that it would be fraudulent to withdraw the funds, knowing that there were debts to be paid; leaving no means of coercing the payment of those debts. What should be said of a banking company, which, just before its expiration, should divide all the stock, making no provision for the payment of its debts? Yet this might be done, if the legislature have no authority to establish, by law, a mode by which it should be compelled to fulfill its obligations. For it is certainly doubtful whether any means exist, under our laws, of pursuing the funds into the hands of individual corporators, and subjecting them to the claims of creditors. We see no violation of the rights of the corporators, no impairing of the obligation of contracts; for it can never be the right of any person to withhold a just debt from his creditor. Upon the whole, we cannot ciscern any principle by which it can be decided that this statute is void. It is not retrospective, in the proper sense of that term; for it provides for a future existence of the corporation, for limited and specific purposes. It does not infringe, or interfere with any of the privileges secured by the charter; unless it be considered a privilege to be secured from the payment of debts, or the performance of contracts; and this is a kind of privilege which we imagine the constitution was not intended to protect. It does not impair the force or obligation of contracts; but on the contrary, provides a way of enforcing them, both in favor of, and against the corporation. Many statutes have been referred to in the argument, which are much more questionable, as to their constitutionality, than the one under consideration: The statutes of limitation, operating upon contracts already in force; the suspension of those statutes, after the debtor may have considered that he had a right to be discharged within a certain period; the statutes made for curing defects in the proceedings of courts, towns, officers, etc. when the party to be affected might be said to have a vested right to take advantage of the error. The truth is, there is no such thing as a vested right to do wrong; and a legislature, which, in its acts not expressly authorized by the constitution, limits itself to correcting mistakes, and to providing remedies for the furtherance of justice, cannot be charged with violating its duty, or exceeding its authority. It was an incumbent duty of the legislature to provide that corporations should not avoid their obligations, by ceasing to exist; and the mode adopted in the act in question was certainly the most favorable. Had they provided that all corporations should cease to transact business, three years before the time for which they were created expired, in order that they might bring their affairs to a close, it might justly be said that their privileges were taken away, and the grant of the government was impaired. But to provide for their continuance for such purpose, three years beyond their term, is no breach of their privileges; and is, in fact, nothing more than establishing a mode by which their business may be closed, and their contracts carried into execution. It is in the nature of an administration upon their estate, and is only doing, in a more convenient form, what a court of equity, with competent powers, might do; viz., making the common fund answerable for the debts which were created on the credit of that fund. The suggestion filed in the case cannot have the effect to impede the progress of the suit. See also Mumma v. The Potomac Company, 8 Pet. 281; Thornton v. Marginal Freight Ry. Co., 123 Mass. 32; State Bank v. The State, I Blackf. (Ind.), 267; Bacon v. Robertson, 59 U. S. 480. Effect upon Executory Contracts.- When the corporation is forced into dissolution, executory contracts become nugatory. Griffith v. Blackwater, etc., Co., West Va. (1899); People v. Globe, etc., Co., 91 N. Y. 174. This is not the rule, however, when the corporation is voluntarily dissolved, for by its own act it cannot relieve itself of contracts and its assets will be held liable for breaches thereof. Glass Co. v. Stoehr, 54 Ohio St. 157; Schlieder v. Dielman, 44 La. An. 462.- Ed. Powers. The classes of powers of a corporation are three in number: Incidental (1) To have perpetual succession. (2) To have a corporate name and to contract, to grant and receive, and to sue and be sued thereby. (3) To purchase and hold real and personal property for the benefit of themselves and their successors. (4) To have a common seal. (5) To make by-laws. (6) To remove members or officers under some circumstances. Blackstone, ch. 18. Express Or those powers expressly enumerated in the charter as outlining the purposes for which the corporation was created. Implied Or such as are reasonably and properly necessary to carry into execution the express powers granted by the charter. * * "We take the general doctrine to be in this country, though there may be exceptional cases and some authorities to the contrary, that the powers of corporations organized under legislative statutes are such, and such only, as those statutes confer. Conceding the rule applicable to all statutes, that what is fairly implied is as much granted as what is expressed, it remains that the charter of a corporation is the measure of its powers, and that the enumeration of these powers implies the exclusion of all others." Miller, J., in Thomas v. Railroad Co., 101 U. S. 71. "The enactment creating * is the full measure of its power. In order to enable it to carry into execution the powers thus conferred it may exercise other powers, known to the law as incidental or implied powers. Implied powers exist only to enable a corporation to carry out the express powers granted; that is, to accomplish the purpose of its existence, and can in no case avail to enlarge the express powers, and thereby warrant it to devote its efforts and capital to other purposes than such as its charter expressly authorizes, or to engage in collateral enterprises not directly but only remotely connected with its specific corporate purposes. A power which the law will regard as existing by implication must be one in a sense necessary; that is, needful, suitable and proper to accomplish the object of the grant, and one that is directly and immediately appropriate to the execution of the specific powers, and not one that has but a slight, indirect or remote relation to the specific purposes of the corporation." Boggs, J., in The People v. The Pullman, etc., Co., 175 Ill. 125.— ED. I. To Make Contracts. THE BANK OF COLUMBIA V. PATTERSON'S ADMINISTRATOR. ERROR to the Circuit Court for the District of Columbia, in an action of indebitatus assumpsit, brought by the defendant in error against the president, directors, and company of the Bank of Columbia, in their corporate capacity. There were four counts only in the declaration. account. 1. Indebitatus assumpsit, for matters properly chargeable in 2. Indebitatus assumpsit, for work and labor done. 3. Quantum meruit. 4. Insimul computassent. The defendant pleaded non-assumpsit and a tender. On the trial below the defendant took three bills of exceptions. The first stated that the plaintiff read in evidence a sealed agreement, dated December 10, 1807, between Patterson and a duly authorized committee of the directors of the bank, under their private seals. It recites that a difference of opinion had arisen between Patterson and the committee for building the new banking house, as to certain work extra of an agreement made between Patterson and the said committee in 1804, and thereto annexed; whereupon it was agreed that all the work done by Patterson should be measured and valued by two persons therein mentioned, according to certain rates, called in Georgetown old prices, and the sum certified by them should be taken by both parties, in their settlement, as the amount thereof. It was thereby agreed that the outhouses, respecting which there had been no specific agreement, should be measured and valued by the same persons in the same manner. The agreement of 1804 referred to in and annexed to the agreement of 1807, was also offered in evidence by the plaintiff, and states that Patterson had agreed with the committee to do all the carpenter's work required, agreeably to the plan of the new bank, and states particularly the manner in which it was to be done; and that "in consideration of the work being done" as stated, the committee agreed to pay Patterson $3,625 as full consideration; and that if, when the work should be finished, the committee should be of opinion that that sum was too much, Patterson agreed to have the work measured, at the expense of the bank, by two persons mutually appointed, who should take the old prices as the standard, and in case the bill of measurement did not amount to the sum of $3,625, Patterson agreed to take the amount of measurement for full satisfaction. The plaintiff then read in evidence a paper of particulars of the work, certified by the persons named in the agreement of 1807. The defendants offered in evidence the plan of the building, and that it was built principally according to that plan and the agreement — and that any work other than that stated in the plan and agreement was to be charged separately as extra work, and that it was so charged by Patterson, before the 10th of December, 1807, the date of the second agreement, who |