*517 an acquiescence in or waiver of the right to object to the validity of the proviso. But what is claimed is that a railroad company, by mere force of its legal organiHowever this may be, it is difficult to see zation and the construction of its road, has how a Federal question is presented by the a necessarily implied power to fix reasonapprehensions which the plaintiff may enable rates, and especially has the right to dif tertain that a resort to the commission fer rates when competition exists from rates might be futile. As already said, the rail- applicable where there is no competition. road company must be deemed to have ac- Such rights, it is said, are essential to encepted its grant, subject to the provisions of able the company to engage in perfectly legitthe Constitution; and this presumption is imate business, and hence that an interferas applicable to the method provided for ence therewith, even by a constitutional enexoneration from the prohibition as to the actment, not only deprives the company of prohibition itself. its property, or the reasonable use of it, but also impairs the obligation of the contract implied in the grant of its charter. We do not put the disability of the company to raise these questions upon the ground of an estoppel, strictly speaking, but So far as the question of an implied conupon the proposition that the company tract is concerned, we perceive no distinctakes and holds its franchises and property tion between the case of a railroad company subject to the conditions and limitations incorporated before and that of one incorpoimposed by the state in its Constitution.rated after the constitutional enactment in Munn v. Illinois, 94 U. S. 113, 24 L. ed. question. As it has been said of the one so 77; Davidson v. New Orleans, 96 U. S. 97, it may be said of the other, that the char24 L. ed. 616; Railroad Commission Cases, ter is taken and held subject to the power 116 U. S. 307, sub nom. Stone v. Farmers' of the state to regulate and control the Loan & T. Co. 29 L. ed. 636, 6 Sup. Ct. Rep. grant in the interest of the public. 334, 388, 1191. We are next to inquire whether the plaintiff in error has been exonerated from these constitutional conditions and regulations by a valid contract subsisting between it and the state. We do not understand that the counsel for the plaintiff in error claims that, by any provision of its charter, power was given to the company to fix its own rates of charge, or to discriminate in its rates between different places on its line of railroad, and that the constitutional prohibition as to the long and short haul, subsequently enacted, operates, if enforced, as a withdrawal or defeat of that power. In Pennsylvania R. Co. v. Miller, 132 U. S. 75, 33 L. ed. 267, 10 Sup. Ct. Rep. 34, it was held that neither the original charter of the railroad company nor subsequent acts conferring additional privileges constituted such a contract between the state and the company as exempted the latter from the operation of the subsequently adopted Constitution of Pennsylvania; that a constitutional provision, as applied to the company, in respect to cases afterwards arising, did not impair the obligation of any contract between it and the state; and that the company took its charter subject to the general law of the state and to such changes as might be made in such general law, and subject to future constitutional provision and future general legislation, since there was no prior contract with it exempting it from such enactments. The same principle was announced in Louisville Water Co. v. Clark, 143 U. S. 1, 36 L. ed. 55, 12 Sup. Ct. Rep. 346; and in Louisville & N. R. Co. v. Kentucky, 161 U. S. 677, 40 L. ed. 849, 16 Sup. Ct. Rep. 714. No right, in express terms or by necessary implication, is pointed in the company's charter granting to the Louisville & Nashville Railroad Company the privilege of discriminating in its tariff of tolls or charges in favor of longer over shorter *distance points. On February 14, 1856, there was passed a general act reserving to the state an unlimited power to amend all charters and amendments thereafter granted. Ky. In the absence, then, of any express prior Laws 1855-6, chap. 148. It is true that an contract between the state and the company, amendment to plaintiff in error's charter exempting the latter from future constituwas granted by an act passed February 28, tional enactments, and without conceding 1860, by § 1 of which the board of directors that even such a contract would avail to rewere granted authority, "in their adjust-lieve the company from constitutional ment of a tariff for freight and passengers, changes in the exercise of the general police to make discrimination in favor of freights power of the state, it is sufficient to say that and passage for long over short distances." we do not find in § 218 of the Constitution But it does not seem to be contended that of Kentucky any impairment of an existing by this amendment of 1860 an irrevocable contract between the state and the plaintiff contract was effected between the state and in error. the company, which could not be affected by a subsequent constitutional enactment. It is scarcely necessary to argue or to cite authority for the proposition that a contract of exemption from future general legisla- It is plain that the provision in question tion, either by a constitutional provision or does not in terms embrace the case of inby an act of the legislature, cannot be terstate traffic. It is restricted in its regudeemed to exist unless it is given expressly, lation to those who own or operate a railor unless it follows by an implication equal-road within the state, and the long and short ly clear with express words. The final contention, that § 218 of the Constitution of Kentucky operates as an interference with interstate commerce, and is therefore void, need not detain us long. distances mentioned are evidently distances 519 upon the railroad line within the state. The particular case before us is one involving only the transportation of coal from one point in the state of Kentucky to another by a corporation of that state. It may be that the enforcement of the state regulation forbidding discrimination in rates in the case of articles of a like kind carried for different distances over the same line may somewhat affect commerce generally; but we have frequently held that such a result is too remote and indirect to be regarded as an interference with interstate commerce; that the interference with the commercial power of the general government, to be unlawful, must be direct, and not the merely incidental effect of enforcing the police powers of a state. New York, L. E. & W. R. Co. v. Pennsylvania, 158 U. S. 431, 439, 39 L. ed. 1043, 1045, 15 Sup. Ct. Rep. 896; Henderson Bridge Co. v. Kentucky, 166 U. S. 150, 41 L. ed. 953, 17 Sup. Ct. Rep. 532. A discussion of this subject will be found in the opinion of this court in Louisville & N. R. Co. v. Kentucky, 161 U. S. 701, 40 L. ed. 859, 16 Sup. Ct. Rep. 714, where the same conclusion was reached. The judgment of the Court of Appeals is affirmed. 1. Restrictions of the liability of a steamship company for its own negligence or failure of duty toward a passenger, being against the public policy enforced by the courts of the United States, will not be upheld, though the ticket was issued and accepted in a foreign country and contained a condition making it subject to the law thereof, which sustains such stipulations. 2. A stipulation in a steamship passenger's ticket, which compels him to value his bag gage at a certain sum, far less than it is worth, or, in order to have a higher value put upon it, to subject it to the provisions of the Harter act, by which the carrier would be exempted from all liability therefor from errors in navigation or management of the ves sel or other negligence, is unreasonable and in conflict with public policy. 8. An arbitrary limitation of 250 francs for the baggage of any steamship passenger, unaccompanied by any right to increase the amount by adequate and reasonable proportional payment, is vold as against public polley. [No. 15.] Statement by Mr. Justice White: *The libel by which this action was commenced sought to recover the value of passengers' baggage which it was alleged the ship had wrongfully failed to deliver. The facts essential to be borne in mind, in order to approach the questions arising for decision, are as follows: The International Navigation Company, a New Jersey corporation, on December 6, 1897, at the office of its Paris agency, issued to Mrs. and Miss Bleecker, the wife and daughter of an officer of the United States Navy, a steamer ticket for a voyage from Antwerp to New York on the Kensington, a steamer in the control of the company, advertised to sail from Antwerp on December the 11th. The ticket was delivered to Mrs. Bleecker, who at the time made part payment of the passage money. The baggage of the two passengers was shipped by rail to Antwerp, to the care of the agent of the company there. Mrs. Bleecker, at Antwerp, on the 10th of December, paid the remainder of the passage money, and it was entered on the ticket. 'The baggage having in the meanwhile been received, the charges which the agent at Antwerp had advanced were refunded and a receipt was issued. It was stated therein that the value of the baggage was unknown, and that it was shipped subject to the conditions contained in the company's steamer ticket and bill of lading. Mrs. Bleecker and her daughter embarked, and the steamer sailed on the 11th of December. The ticket was subsequently taken up by the purser. seas and The baggage was stowed in what was known as number 2, upper steerage deck. The voyage was an exceptionally rough one, the ship, encountering heavy winds, rolled from 38 to 45 degrees on either side during the height of the gale, and was obliged to heave to for about fifteen hours. On arrival at New York the baggage was found to be totally destroyed. By constant shifting it had been reduced to an almost unrecognizable mass, was commingled with debris of broken china and straw, and covered with water. The first was occasioned by stowing crates of china in the same compartment. The presence of the water was explained by the fact that an exhaust pipe which passed through the compartment *had * been broken by the shifting of the contents of the compartment, and hence the exhaust escaped into the compartment. There is no possible view which can be taken of the facts by which the loss of the baggage was brought about, by which the ship could be held responsible if the steamJanu-er ticket was in and of itself a complete contract, and all the conditions or exceptions legibly printed on the face thereof were lawful. The ticket was signed by the agent N WRIT of Certiorari to the United 0 States Circuit Court of Appeals for the Second Circuit to review a decree affirming a decision sustaining a limitation of the liability of a steamship company for a passenger's baggage. Reversed. See same case below, 36 C. C. A. 533, 94 Fed. 885. of the company at Paris, was countersigned by the agent at Antwerp, but was not signed by either Mrs. Bleecker or her daughter. One of the conditions printed on the ticket provided that there should be no liability to each passenger, "under any circumstances," beyond the sum of 250 francs, *264 *266 "at which such baggage is hereby valued," | contained in the passenger ticket? The unless an increased value be declared and district court decided "that a ticket of the an additional sum paid as provided by the character above described for a transatlan condition. tic passage is a unilateral contract, and, There was no proof tending to show that like a bill of lading, is binding upon the at the time the ticket was issued the atten-person who receives it, so far as its provition of Mrs. Bleecker or her daughter was sions are reasonable and valid." In other called to the fact that it embodied excep- words, the court held, although there was tional stipulations relieving the company no proof of the meeting of the minds of from liability, or that such conditions were the parties upon the subject of exceptional agreed to, except in so far as a meeting of limitations to be imposed upon the contract minds on the subject may be inferred from of carriage, the receipt and retention of the the fact of the delivery of the ticket by the ticket implied a unilateral contract embraccompany, and its acceptance, and that it ing the exceptions found in legible charac contained on its face, in small but legible ters on the face of the ticket. And being type, among others, the stipulations which thus a part of the express and written conare relied upon. The testimony of Mrs. tract, the exceptions would be enforced, proBleecker and her daughter was that when vided they were just and reasonable. The the ticket was received it was put aside circuit court of appeals in effect approved without reading it, and that it was not sub- these views of the district court. sequently examined before it was delivered *While, apparently, the question whether to the ship's officer. The district court held there was a unilateral contract necessarily that the loss of the baggage was attributable arises first for consideration, such is not to bad stowage; that the ticket and the the case when the situation of the record is conditions printed on it were a contract taken into view. For should we, in dispos binding upon the parties, so far as the con- ing of this question, determine that the rulditions were lawful. The conditions gener- ings of the court below as to the unilateral ally relieving from liability for negligence contract were correct, we would not therewere held to be void, but the stipulation by be relieved from deciding whether the as to the value of the baggage was held conditions embodied in the contract were valid; recovery was allowed only for the valid. On the other hand, should we conequivalent of 250 francs to each. 88 Fed. clude that the conditions relied on 331. void, there will be no occasion to determine the question of contract. We hence invert the logical order of consideration, and first come to determine whether the conditions enumerated in the ticket relieved from the responsibility otherwise resulting from the bad stowage of the baggage. In doing so we shall, of course, assume, for the purpose On appeal the circuit court of appeals for the second circuit affirmed the judgment. 36 C. C. A. 533, 94 Fed. 885. The case by the allowance of a writ of certiorari is here for review. were *Mr. Roger Foster for petitioners. Mr. Henry Galbraith Ward for re of this branch of the case only, that the spondent. Mr. Justice White, after making the foregoing statement, delivered the opinion of the court: any provision in the ticket exempting from conditions relied upon were a part of a unilateral contract, and were binding as far as they were just and reasonable. It is apparent if the carrier, in transporting the baggage, was governed by the act of FebruThe district court held, although the con-ary 13, 1893, designated as the Harter act, dition of the weather might account for the shifting of the baggage, that result could also have arisen from its bad stowage; and, in the absence of all proof by the ship that the baggage had been properly stowed, when such proof was peculiarly within its reach, the loss must be presumed to have arisen from the imperfect stowage. The circuit court of appeals, while in effect agreeing to this conclusion, in addition found that there was proof in the record tending to sustain the conclusion that the baggage had been improperly stowed, and that no proof even tending to rebut this testimony had been offered by the company. As in the argument at bar the conclusion of the court below on this subject was not seriously questioned, we content ourselves with saying that, as a matter of fact, we find them to be sustained, and therefore pass from their further consideration. The loss of the baggage being, then, attributable to improper stowage, the question is, Was the vessel relieved from the consequence of its fault by the exceptions "(c) The shipowner or agent are not under any circumstances liable for loss, death, iniury, or delay to the passenger or his baggage arising from the act of God, the public enemies, fire, robbers, thieves of whatever kind, whether on board the steamer or not, perils of the seas, rivers, or navigation, accidents to or of machinery, boilers, or steam, collisions, strikes, arrest, or restraint of princes, courts of law, rulers, or people, or from any act, neglect, or default of the 267 *268 Knott v. shipowner's servants, whether on board the | ing to accomplish these results, it is equalsteamer or not, or on board any other vessel ly plain that the conditions were void if belonging to the shipowner, either in mat- their legality be considered solely with refters aforesaid or otherwise howsoever. erence to the modifications of the general Neither the shipowner nor the agent is un-rule created by the act of 1893. der any circumstances, or for any cause whatever or however arising, liable to an amount exceeding 250 frances for death, in jury, or delay of or to any passenger carried under this ticket. The shipowner will use all reasonable means to send the steamer to sea in a seaworthy state and wellfound, but does not warrant her seaworthi ness. (d) The shipowner or agent shall not under any circumstances be liable for any loss or delay of or injury to passengers' baggage carried under this ticket, beyond the sum of 250 francs, at which such baggage is hereby valued, unless a bill of lading or receipt be given therefor, and freight paid in advance on the excess value at the rate of 1 per cent, or its equivalent, in which case the shipowner shall only be responsible according to the terms of the shipowner's form of cargo bill of lading, in use from the port of departure." Botany Worsted Mills, 179 U. S. 69, 45 L. ed. 90, 21 Sup. Ct. Rep. 30. As, however, the ticket was finally countersigned in Belgium, and one of the conditions printed on its face provides that "all questions arising hereunder are to be settled according to the Belgium law, with reference to which this contract is made," it is insisted that such law should be applied, as proof was offered showing that the law of Belgium authorized the conditions. The contention amounts to this: Where a contract is made in a foreign country, to be executed at least in part in the United States, the law of the foreign country, either by its own force or in virtue of the agreement of the contracting parties, must be enforced by the courts of the United States, even although to do so requires the violation of the public policy of the United States. To state the proposition is, we think, to answer it. It is true, as a general rule, that the lex loci governs, and it is also true that the intention of the parties to a contract will be sought out and enforced. But both these elementary principles are subordinate to and qualified by the doctrine that neither by comity nor by the will of contracting parties can the public policy of a country be set at naught. Story, Confl. L. §§ 38, 244. While, as said in Knott v. Botany Worsted Mills, the previous decisions of this court have not called for the It is settled in the courts of the United States that exemptions limiting carriers from responsibility for the negligence of themselves or their servants are both unjust and unreasonable, and will be deemed as wanting in the element of voluntary assent; and, besides, that such conditions are in conflict with public policy. This doctrine was announced so long ago, and has been so frequently reiterated, that it is elementary. We content ourselves with refer-application of the rule of public policy to ring to the cases of the Baltimore & O. S. W. R. Co. v. Voigt, 176 U. S. 498, 505, 507, 44 L. ed. 560, 565, 20 Sup. Ct. Rep. 385, and Knott v. Botany Worsted Mills, 179 U. S. 69, 71, 45 L. ed. 90, 93, 21 Sup. Ct. Rep. 30, where the previously adjudged cases are re ferred to, and the principles by them expounded are restated. the precise question here arising, nevertheless, that it must be here enforced is substantially determined by the previous adjudications of this court. In Liverpool & G. W. Steam Co. v. Phenix Ins. Co. 129 U. S. 397, 32 L. ed. 788, 9 Sup. Ct. Rep. 469,the question arose whether conditions exempting a carrier from responsibility for True it is that by the act of February 13, loss caused by the neglect of himself or his 1893 (27 Stat. at L. 445, chap. 105), known servants could be enforced in the courts of as the Harter act, already adverted to, the the United States, the bill of lading having general rule just above stated was modified been issued in New York by a British ship so as to exempt vessels, when engaged in for goods consigned to England. Despite the classes of carriage coming within the the fact that conditions exempting from reterms of the statute, from liability for neg-sponsibility for loss arising from negligence ligence in certain particulars. But while this statute changed the general rule in cases which the act embraced, it left such rule in all other cases unimpaired. Indeed, in view of the well-settled nature of the general rule at the time the statute was adopted, it must result that legislative approval was by clear implication given to the general rule as then existing in all cases where it was not changed. were valid by the laws of New York, and would have been upheld in the courts of that state, it was decided that, in view of the rule of public policy applied by the courts of the United States, effect would not be given to the conditions. In the very nature of things, the premise, upon which this decision must rest, is controlling here, unless it be said that a contract made in a foreign country, to be executed in part in the UnitTesting the exemptions found in the ed States, is more potential to overthrow ticket by the rule of public policy, it is ap- the public policy, enforced in the courts of parent that they were void, since they un- the United States, than would be a similar equivocally sought to relieve the carrier contract, validly made, in one of the states from the initial duty of furnishing a sea of the Union. Nor is the suggestion that worthy vessel for all neglect in loading or because there is no statute expressly prohibstowing, and, indeed, for any and every iting such contracts, and because it is asfault of commission or omission on the part sumed no offense against morality is comof the carrier or his servants. And seek-mitted in making them, therefore they should ⚫271. In Hart v. Pennsylvania R. Co. 112 U. S. 331, 28 L. ed. 717, 5 Sup. Ct. Rep. 151, the facts were as follows: A bill of lading was issued for a number of horses, and the be enforced, despite the settled rule of pub- such regulations may be practically effec lic policy to the contrary. The existence of tive, and the carrier advised of the full exthe rule of public policy, not the ultimate tent of its responsibility, and, consequently, causes upon which it may depend, is the of the degree of precaution necessary upon criterion. The precise question has been its part. it may rightfully require, as a concarefully considered and decided in the dis-dition precedent to any contract for the trict courts of the United States. In The transportation of baggage, information from Guildhall, 58 Fed. 796, it was held that a the passenger as to its value; and if the stipulation in a bill of lading issued at Rot-value thus disclosed exceeds that which the terdam on goods destined to New York, ex- passenger may reasonably demand to be empting the carrier from liability for negli- transported as baggage without extra comgence, would not be enforced in the courts pensation, the carrier, at its option, can of the United States, although such a condi- make such additional charge as the risk tion was valid under the law of Holland. fairly justifies." In The Glenmavis, 69 Fed. 472, the same rule was applied to a bill of lading issued in Germany by a British ship, for goods consigned to Philadelphia. Indeed, by implication the question is controlled by stat-instrument was signed, not only by the carute. We have previously pointed out, un- rier, but also by the shipper. By the exder the assumption that the Harter act does press provisions of the bill of lading the not apply to the carriage of the baggage of right to recover for each horse was limited a passenger, that such law in effect affirms to a specified sum. The horses were injured the rule of public policy as previously exist while in transit by the neglect of the eming in the cases, where no change was made. ployees of the company, and recovery was But that act expressly prohibits carriers en- sought for a much larger amount than the gaged in the business which it regulates value fixed in the bill of lading. The court from contracting, even in a foreign country, in its opinion stated that it must be assumed for a shipment to the United States, to re- that the rate of freight and the declared lieve themselves from negligence in cases valuation had a due relation one to the othwhere the statute does not do so. Knott v. er, and that if a greater value had been deBotany Worsted Mills, 179 U. S. 69, 45 L.clared, a higher and not unreasonable charge ed. 90, 21 Sup. Ct. Rep. 30. The theory, for the carriage would have been made. It then, by which alone the conditions relied was conceded that the carrier was liable for on in this case can be enforced, despite the the value of the horses as stated in the bill public policy which governs, in the courts of lading, but the controversy was whether of the United States, reduces itself to this: the limit affixed in the bill of lading should Carriers who transact a class of business not be disregarded and a much larger sum, where they are exempt by law, in many which it was asserted was the actual value cases, from the consequences of the neglect of the horses, be awarded on the ground of themselves or their servants, may not that the loss was begotten through the negoverthrow public policy by contracts made ligence of the carrier. The court, after rein a foreign country for a shipment to the viewing the prior cases and explicitly reafUnited States; but carriers who are in no firming the doctrine that conditions were case exempt by the law from the conse- void, because against public policy, by which quence of their neglect may do so. But this a carrier was relieved from the consequences amounts in last analyses to this: The less- of the negligence of himself or his servants, er the immunity from negligence the greater said (p. 340, L. ed. p. 721, Sup. Ct. Rep. p. the power to avoid the consequences of neg-156): ligence. The general exemptions from responsibil-ency to exempt from liability for negligence. ity for negligence which the ticket embodies being controlled by the rule enforced in the courts of the United States, and being therefore void, because against public policy, we come to consider the particular provisions contained in the ticket with reference to the value of the baggage and the limit of recovery, if any, arising therefrom. In New York C. & H. R. R. Co. v. Fraloff, 100 U. S. 24, 27, 25 L. ed. 531, 533, it was said: "It is undoubtedly competent for carriers of passengers, by specific regulations, distinctly brought to the knowledge of the passenger, which are reasonable in their character and not inconsistent with any statute or their duties to the public, to protect themselves against liability, as insurers, for baggage exceeding a fixed amount in value, except upon additional compensation proportioned to the risk. And in order that "The limitation as to value has no tend It does not induce want of care. It exacts from the carrier the measure of care due to the value agreed on. The carrier is bound to respond in that value for negligence. The compensation for carriage is based on that value. The shipper is estopped from saying that the value is greater. The articles have no greater value, for the purposes of the contract of transportation, between the parties to that contract. The carrier must respond for negligence up to that value. It is just and reasonable that such a contract, fairly entered into, and where there is no deceit practised on the shipper, should be upheld. There is no violation of public policy. On the contrary, it would be unjust and unreasonable, and would be repugnant to the soundest principles of fair dealing and of the freedom of contracting, and thus in conflict with public policy, if a shipper should be allowed to reap the benefit of |