Plank-Road Co. v. Davidson

The opinion of the court was delivered,

by Lowrie, C. J.

The original Act of 29th March 1852, for the incorporation of this company, was, by its terms, to be null and void, if the construction of their road should not be commenced within three years from its passage. The commissioners named in the act proceeded to procure some subscriptions of stock, and then abandoned the project; and -.nothing more was done until 28th March 1857, when the legislature extended the time for commencing the construction of the road. The original act had then been null for two years, less two days ; and of course all original subscriptions had become null and void: for the condition in the first act was necessarily a condition of these subscriptions. In its origin and in its essence, the contract was to be void, if the construction should not be commenced within three years. This commencement was not thus made, and therefore there is no contract to sustain this action.

But it is argued that the legislature, by the Act of 1857, “ legalized and made valid” the original subscriptions. In the very nature of things, this is impossible. A contract is an agreement between parties, made by themselves. The legislature makes laws; but laws are not contracts: their natures are essentially different, and cannot be confounded. The legislature could not make such a contract for the parties, nor impose on the defendant the duty of subscribing; and we do not suppose they intended to do so. This is one of those private and local laws which so often slip through the forms of legislation without being observed.

Judgment affirmed.