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MCKIM v. ODOM. 419
the nature of the two first classes; and are such as have a concern
with some of the expensive duties of the state, the trouble and
charge of which are undertaken and defrayed by them, in conside-
ration of a certain emolument allowed and secured to their mem-
bers. In cases of this kind there is certainly many of the material
features of a contract between the government and the corpora-
tion; there is manifestly a quid pro quo. But this contract, if it
be so, is, and of necessity must be, like all others to which a
government or state is a party, one of imperfect obligation as
regards the state; (s) and, as such, subject to be dealt with by
the government of the state as the public good may require, on
making a just compensation for any private property which may
be taken for a public use. No bodies politic of this description
were ever created under the provincial government; but since our
independence, a great number of them have been called into exis-
tence; such as canal companies; (f) bridge companies; (u) turn-
pike road companies; (w) &c.
The right and capacity to sue and be sued, is an incident to
bodies politic of all descriptions; (x) even to those which have
been incorporated by and are located in another state or in a
foreign country, (y) It is held to be incumbent upon every body
politic, not being incorporated by a public law of which the court
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(s) Vattel Law Nation, Prelim, s. 17.—(t) November, 1783, ch. 23.-~(u) 1795,
ch. 62.—(w) 1797, ch, 65. In regard to the irrepealable nature of an act of incor-
poration, it may be well not only to bear in mind the distinctions, as explained
above in the text, according to which it is quite obvious, that at least two out of the
three kinds of corporations, there described, may be modified or repealed at the
pleasure of the legislature, without the slightest interference with the rights of pri-
vate property of any kind. But that there must also "be a variety of cases in which
corporations of the third class, such as turnpike roads, may have their stock, even
considering it as private property, indefinitely depreciated, or, in effect, totally anni-
hilated, without, in the opinion of any one, giving rise to a claim for compensation,
as in cases where mere private property is taken, by virtue of the government's
power of eminent domain, for public use. Without going into an argument, it will
be sufficient to state a case which has occurred. By the act of 1812, ch. 78, the
legislature incorporated a company for making a turnpike road from Baltimore to
Washington; under which the road was made, and the stock yielded a considerable
dividend annually. After which the legislature, by the act of 1830, ch. 158, autho-
rized the construction of a rail road between the same cities, and nearly parallel
with the turnpike road, which was accordingly put in operation. In consequence
of which the annual dividends on the stock of the turnpike road have been very
materially diminished.—Currie v. The Mutual Assurance Society, 4 Hen. & Mun. 315.
(x) 1 Blac. Com. 475.—(y) 1 Blac. Com. 385; 4 Com. Dig, 487; Henriques v.
Dutch West India Company, 2 Ld. Raym. 1532; The National Bank of St. Charles
9. De Bernales, 11 Com. Law Rep, 475.
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