liabilities than those conferred or imposed upon them as individuals, except those expressed in the charter, articles of association or general incorporation laws. And since all property and all rights are subject to be affected by general laws enacted for the public welfare and common protection, the claim that the legislature has in any case granted away any of its appropriate powers of legislation by creating or authorizing the formation of a corporation can only be supported by clearly showing such grant.1 There is nothing peculiar or complicated in the proposition that corporations and natural persons are alike liable to have the value of their property and the efficacy of remedies for the enforcement of their contracts affected, diminished or even destroyed by future legislation if the public necessity so require, so long as the essence and obligation of contracts are not attacked and vested property rights not taken away, without due process of law and just compensation. If, for in 1 In re Provident Inst. Fire Savings, etc., 9 Cush. 604; R. R. Co. v. Miller, 132 U. S. 75. The exemption from future legislation, to be binding upon the state, must either be distinctly expressed or follow by implication equally clear with express words. Unless such intention obtrudes itself irresistibly upon the mind it will not be conceded. R. R. Co. v. Miller, 132 U. S. 75; Stone v. Trust Co., 106 U. S. 307; Thorp v. Rutland, etc., R. R. Co., 27 Vt. 140; Branin v. Conn., etc., R. R. Co., 31 Vt. 214; Peters v. St. Louis, etc., R. R. Co., 23 Mo. 107; Galena, etc., R. R. Co. v. Loomis, 13 Ill. 548; Gorman v. Pac. R. R. Co., 26 Mo. 441, 450; Beer Co. v. Massachusetts, 97 U. S. 32; Opinion of Justices, 9 Cush. 604, 608. In Chicago, M. & St. P. Ry. Co. v. Minnesota, 134 U. S. 418; 10 S. Ct. 462, the railway company claimed an exemption from the operation of an act of the Minnesota legislature creating a board of railroad commissioners, subjecting common carriers and warehousemen to such equal and reasonable rates and charges as such board might establish. The company had acquired the franchises and organized under the charter granted by the territory of Minnesota to another railroad, which contained a clause to the effect that the directors of the corporation should have power to make all needful rules, regulations and by-laws touching "the rates of toll and the manner of collecting the same." The court held, citing numerous decisions in both state and federal courts, that such clause did not exempt the company from the supervision and control of the commissioners in the matter of regulating rates under the act. stance, the legislature in its wisdom saw proper to render the assignment of shares of stock in a corporation illegal and void, in the future such law might greatly reduce the value of that species of property; it might be very unwise and unjust, and yet it would not impair any existing contracts. So it might prohibit all corporations, or a particular class, from contracting any indebtedness except upon the written consent of all the shareholders, which would in many cases amount to a complete prohibition, and would materially diminish the value of the franchise. § 1081. Laws regulating rates, labor, wages, etc.—It would be idle to argue in favor of the validity of a law regulating the hours for labor, and prohibiting the employment of women and children in certain industries; 1 making the owners of the railroads liable for wages earned by laborers employed by contractors, and regulating the conduct of business and the use and disposition of property within a state. Such legislation has been frequently upheld. Nor is it longer necessary to seek a justification of the common practice of regulating the rates of charges and general management of railroads on the ground that they have received valuable franchises of a public nature and had important powers of sovereign character conferred upon them. That may be an important political consideration, and as such may strengthen the argument in favor of the right; but the right itself rests upon firmer ground, and upon 1 Commonwealth v. Hamilton Mfg. Co., 120 Mass. 383. 2 Southwestern R. R. Co. v. Paulk, 24 Ga. 356; Lyman v. Barton, etc., R. R. Co., 4 Cush. 288; Branin v. Conn. etc., R. R. Co., 31 Vt. 214; Peters v. St. Louis, etc., R. R. Co., 23 Mo. 107. See Camden, etc., R. R. Co. v. Briggs, 22 N. J. Law, 623; Brown v. Penobscot B'k, 8 Mass. 455; Boston, etc., R. R. Co. v. State, 32 H. N. 215. other considerations than that of pecuniary consideration derived from the state. The state may regulate their business, not because they are corporations, nor yet because they are corporations of a particular kind, but because they, like the individuals of which they are composed, are subject to the laws which say that "When one devotes his property to a use in which the public has an interest, he in effect, grants to the public an interest in that use, and must submit to be controlled by the public for the common good to the extent of the interest he has thus created.1" - § 1082. Parties interested in the fixing of rates entitled to a hearing. It is held in several cases that the exercise of the power by a municipality to fix water rates is a legislative act, at least to the extent that the action of the proper bodies clothed with such power cannot be controlled by writs which can issue only for the purpose of controlling judicial action. But whether it be judicial, legislative or administrative, the action of such bodies is not above the control of the courts in proper cases.3 1 Munn v. Illinois, 94 U. S. 113 per WAITE, C. J. See also, Winona, etc., R. R. Co. v. Black, 49 U. S. 180; Chicago, etc., R. R. Co. v. Iowa, 94 U. S. 161; Peik v. Chicago, etc., R. R. Co., 94 U. S. 164; Chicago, etc., R. R. Co. v. Ackley, 94 U. S. 119; Stone v. Wis. Id. 181; Laurel Fork, etc., R. R. Co. v. West Virginia Transp. Co., 25 W. Va. 324. 2 Spring Valley Water Works v. Bryant, 52 Cal. 132; Same v. San Francisco, Id. 111; Same v. Bartlett, 63 Id. 245. 3 Spr. Val. W. W. v. The City and County of San Francisco, 82 Cal. 286; 22 P. 910. In this case a board of supervisors has arbitrarily and without investigation or regard to the right or interests of the water company, passed an ordinance and fixed the compensation for supplying water to the city and its inhabitants at a rate ruinous to the company, a court of equity was held to have the right to interfere to set aside such ordinance and enjoin its enforcement. The gist of the complaint was not that the board had been guilty of an abuse of discretion after a fair investigation of the facts in the case, but that it had refused to either exercise a discretion at all or to qualify itself to pass upon the question of what would be a reasonable rate. The question whether after due § 1083. Interference by courts.-In Spring Valley W. W. v. San Francisco, numerous authorities on the subject at issue, as well as on the general question of judicial control of municipal corporations exercising legislative and judicial power, were reviewed and commented upon, and the conclusions deducible from them all may be thus stated: 1. Municipal and private corporations stand on the same footing with respect to the right of courts to control the exercise of their corporate powers. Within the scope of the objects and purposes for which they are created, courts will not interfere with the discretionary authority of the management of either class unless from its manner or attendant circumstances of its exercise there is actual fraud or injustice or op 2. consideration of the matter and the exercise of full and fair discretion, the action of the board was beyond all review or revision by the courts was not an issue; but the court took occasion to announce the circumstances of abuse at which the power to regulate would cease to serve as a cloak for oppression and destruction of property rights. In delivering the opinion of the court, WORKS, J., uses the following language: "When the constitution provides for the fixing of rates or compensation, it means reasonable rates and just compensation. To fix such rates and compensation is the duty and within the jurisdiction of the board. To fix rates not reasonable and compensation not just is a plain violation of its duty. But the courts cannot, after the board has fairly investigated and acted, by fixing what it believes to be reasonable rates, step in and say its action shall be set aside and nullified because the courts, upon a similar investigation have come to a different conclusion, as to the reasonableness of the rates fixed. There must be actual fraud in fixing the rates or they must be so palpably and grossly unreasonable and unjust, as to amount to the same thing. The right of the plaintiff to dispose of the water collected in its reservoirs, at reasonable rates, is the only thing that can bring the plaintiff any return for the money expended for reservoirs, for its storage and pipes, for its distribution. Not only reservoirs, pipes and other works and improvements necessary to carry out the objects of its incorporation, but the water itself is property which cannot be taken without just compensation. The fact that the right to store and dispose of the water is a public use, subject to the control of the state, and that its regulation is provided for by the constitution of this state, does not affect the question. Regulation, as provided for in the constitution, does not mean con fiscation or a taking without just compensation. If it does, then our constitu tion is clearly in violation of the constitution of the United States, which provides that this shall not be done." 1 82 Cal. 286; 22 P. 910. pression and wrong from which a presumption of fraud naturally arises. 3. In the matter of fixing compensation for water supplies to the inhabitants by a private corporation chartered for that purpose and subject to the provisions of the constitution of California,1 the fact that no inquiry or investigation into the subject with a view of ascertaining what would be a fair and remunerative rate; that all evidence on that question was rejected; that a rate was fixed at which water could not be furnished except at a loss, are sufficient to raise a presumption of fraud.2 1 Sec. 1, Article 14. 2 The court cited and quoted largely from Davis v. The Mayor, etc., of New York, 4 Duer. 451, 497. In that case the court said: "The doctrine, exactly as stated, may be true when applied to the legislature of the state, which, as a co-ordinate branch of the government representing and exercising in its sphere the sovereignty of the people, is, for political reasons of manifest form, wholly exempt in all its proceedings from any legal process or judicial control; but the doctrine is not, nor is any portion of it, true when applied to a subordinate municipal body, which, although clothed to some extent with legislative and even political powers, is yet, in the exercise of all its powers, just as subject to the authority and control of courts of justice to legal process, legal restraint and legal correction, as any other body of persons, natural or artificial. The supposition that there is any difference whatever between a municipal corporation and any other corporation aggregate, in respect to the powers of courts of justice over its proceedings, is entirely gratuitous, and, as it seems to me, is as destitute of reason, as it certainly is of authority. The counsel could refer us to no case, nor have we found any in which the judgment of the court has proceeded upon such a distinction, nor, in our researches, which have not been limited, have we been able to discover that, by any judge or jurist, the existence of such a distinction has ever been asserted or intimated." As to when courts will not be bound by the conclusion reached by legislature in fixing rates, see Spring Val. W. W. v. Schottler, 110 U. S. 347; Dow v. Bridleman, 125 U. S. 680; Georgia Bag. Co. v. Smith, 128 U. S. 174; Pensacola & A. R. Co. v. State, 5 South, Rep. 33. In Chicago M. & St. P. R. Co. v. Minn. 134 U. S. 418; 10 S. Ct. 462, the court said: "The supreme court (of Minnesota) authoritatively declares that it is the expressed intention of the legislature of Minnesota by the statute, that the rates recommended and published by the commission, if it proceeds in the manner pointed out by the act, are not simply advisory, nor merely prima facie equal and reasonable, but final and conclusive as to what are equal and reason able charges; that the law neither contemplates nor allows any issue to be made or inquiry to be had as to their equality or reasonableness; in fact that, under the statute, the rates published by the commission are the only ones that are lawful, and therefore, in contemplation of law, the only ones that are equal and reasonable. In other words, although the railroad company is forbidden to |