Public ledger. [volume] (Memphis, Tenn.) 1865-1893, 1877-02-15
OPINION.
To the Presidents Of the Memphis Cottol
Exchange and Chamber of Commercs:

To the Presidents Of the Memphis Cotton
Exchange and Chamber Of Commerce:
To the undersigned, as a joint com.
mittee on behalf Of the two bodies above
named, have been referred the following
questions:
l. Whether it is legally practicable to
abolish the charter and destroy the cor
porate existence Of the city of Memphis; I;
and,
2. What will be the effects aud conse-
quences of such an act7
AS 10 the first question there is but
one answer. Public corporations are
but parts of The machinery employed by
the sovereign power of the State for the
pur yoses Of government, and as they are
created and exist only by law, they may
be changed and destroyed by law Char
ters granted to them are not contracts,
in the constitutional sense, which pro-
hibits the obligations Of contracts being
violated by State legislation, asd are
subject to he modified, suspended or
annulled, as the exigeneies of the public
may Gemand The official representa-.
tiyes of a municipal corporation are
but mandstOries of the State, having no
personal interest involved, aud cannot
complain of any law that may abridgs
or destroy thSiE agency; nor has the oor.
poration they represent any such vested
rights as against the State that they oeh.
not be taken away,
The city of Meuphis, then, is but the
the crestare Of the legislature, and
though our State constitution is peculiar
in its provision as to the creation and
destruction OF corporations, which may
or may not include public corporations,
vet lss corporate franchises may By
proper legislation be suspended or taken
away It's corporate limits extended or
cnrtailed; its nsms changed and its
legal existence annihilated at the pleas
ure Of the legislature. and with or with.
out The consent Of its inhabitants,
The second question propounded is
ons much more difficult toAnswer.
The rule recognized by the current of
authority, both in England and the
United States, was that upon the
dissolution of a corporation, public
or private, its real estate reverts to tha
gran:or and his heirs, its personal estate
yeats in the people in this country and in
England in the crown, and the debts due
to aud from the corporation are totally
extinguished. This rule has been repu-
dated as to private corporations in this
State, aud almOSt everywhere, and whilst
The fran ehiseS OF a corporation that has
forfeited its charter are taken away, the
existence Of the corporation sprolonged
bv statute until It's debts are paid or It's
effects disposed of for the benefit oi its
sreditora. The same role has been ap-
piled as far as practicable by the courts
in the absence Of specific legislation, to
detuno! public corporations, And whilst
Tie Legislature may accept the suFrsn-
der OF its charter BY municipal eorpor-
alton and terminate its legal existence,
it car enact no law that impairs the OBJ.
legation of any contract which the mu-
cipality has by authority Of law entered
iRto.
The death OF corporation, public or
private, under the later adjudieations, no
more impairs the obligation of its con-
tracts than the death of q private person.
It's property, lift have any in its own right
at the time Of its dissolution, remains in
trust for its creditors and can be sub
jected to the payment of their debts
The creditors are also entitled 10 the
benefit Of the laws existing at the time
1.-THE CONTRACT was made as fully as though