Citizens' Bank of Steubenville v. Wright, Auditor. the legislative power, and not required a stretch of the judicial power to change or limit the plain and natural import of the language of the constitution by construction. By putting the provision in the form of a separate and independent section, and clothing it in language having direct and plain application to the formation or organization of new corporations, instead of the exercise of the legislative power in conferring corporate privileges, an organic principle was expressed perfectly consistent with the spirit and manifest general intent of the constitution, and which can not, by a fair and warranted interpretation, be limited in its application to the mere exercise of the legislative power in future. The following propositions express the effect of the most plain and well-settled rules of legal interpretation : 1. Where the language of an instrument is plain, clear, and determinate, it is to be taken in its usual and known meaning, giving full scope to the signification of the words with reference to the subject-matter in relation to which they are employed. 2. Where the provision of an instrument is clothed in language 339] *requiring interpretation or construction, in order to ascertain its true legal import in the connection in which it is used, that interpretation or construction is to be favored which is consistent with the fair and reasonable intent of the instrument, and that to be avoided which involves manifest absurdity, or tends to defeat the full and fair operation of the instrument. Apply these rules to the question before us. The language of the second and third sections of the thirteenth article of the constitution is plain, clear, and determinate, and has direct application to the formation of corporations; and to limit its operation to the mere exercise of legislative power in future, would be changing the direct and plain import of the words by unwarranted interpretation; and thus to restrict the operation of these provisions would lead to the absurd conclusion that prior laws could perpetuate the exist ence of corporations formed after the constitution took effect, in a manner, and upon terms, at variance with the constitution, and thus virtually defeat the operation of important organic principles prescribed by the constitution for corporations in future. The case of Cass v. Dillon, 2 Ohio St. 608 has been referred to as an authority to sustain the opinion of the majority of the court in the case before us. With all proper deference, I must be permitted to say that, in my judgment, the decision in Cass v. Dillon has no ap Citizens' Bank of Steubenville v. Wright, Auditor. That case plication whatever to the real question now before us. depended on the construction to be given to an entirely different provision of the constitution, to wit, the sixth section of the eighth article, which is a simple limitation on the future exercise of the legislative power in express and direct words. I concurred in that decision, although I did not then, and do not now, approve of all the reasoning of the learned judge who delivered the opinion [340 of the majority of the court. Taking the foregoing views as expressing the true interpretation of the constitution, and which, with all proper deference for the opinion of the majority of the court, I most respectfully insist is the correct one, it follows that, after the constitution took effect, corporations could not be legally formed, or brought into existence, without a conformity with each one of the following organic principles. 1. The authority for the corporate powers must be conferred by a general law. 2. Such general laws must be subject to alteration or repeal. 3. The laws must provide for and require the individual liability of the stockholders, for the dues of the corporations, to an amount as great, at least, as that imperatively required by the constitution. 4. The property of the corporations must forever be subject to taxation, the same as the property of individuals. After the constitution took effect, therefore, no new corporations could be formed under the authority of the "act to authorize free banking," passed March 21, 1851, because: 1. That law did not provide for or require the individual liability of the stockholders, imperatively required by the constitution in all corporations formed after the constitution took effect. This organic principle of the constitution affects the fundamental structure of corporations, and could therefore in no manner be avoided or dispensed with. 2. Under the doctrine established by the majority of this court at the present term, that the franchise of a corporation is a contract, this law would not be subject to alteration or repeal until the year 1872. See infra, Ross Co. *Bank v. Lewis. It is true [341 I dissented from this doctrine, that the franchise of a corporation is a contract, and by means thereof withdrawn from legislative control by alteration or repeal, and I have placed my reasons for my dissent fully upon record. See infra, dissenting opinion in Matheny Citizens' Bank of Steubenville v. Wright, Auditor. v. Golden. But the doctrine established by the majority of this court will be taken as the law of this state until overruled. The tenth section of this law contains the following provision: "Every company formed under this act, after having procured the certificate required in the fifth section of this act, shall be, and hereby is, created a body politic and corporate, with succession, until the year eighteen hundred and seventy-two, and thereafter, until the repeal of this act, and by its name shall have power," etc. Now, according to the doctrine laid down by the Supreme Court of the United States, and unfortunately still adhered to by a majority of that court, and still more unfortunately recognized as law in Ohio, by a majority of this court, at the present term, this law embodies the terms of an express contract between the state and each corporation existing under it, and that therefore it can not be altered or repealed until the year 1872, without a violation of the provision of the constitution of the United States prohibiting the enactment of a law by any state impairing the obligations of a contract. And I must be permitted to say, with all due deference, that I consider this doctrine, that the charter of a corporation is a contract, grossly preposterous, and most unjust and oppressive in its tendency. In the inherent nature and essence of the things themselves, a law can not be a contract, and therefore, by a constructive fiction, protected from legislative control by amendment or repeal. The constitution, however, has, out of abundant caution, and to guard 342] against the unjust and oppressive consequences of this doctrine promulgated by the federal judiciary, provided that authority for forming corporations shall only exist under general laws subject to be altered or repealed. For the foregoing reasons, thus briefly stated, I dissent from the opinion of the majority of the court in this case, holding that the motion for the allowance of the writ of mandamus ought to be overruled. 260 Piqua Bank v. Knoup, Treasurer. THE PIQUA BRANCH OF THE STATE BANK OF OHIO v. Jacob KNOUP, TREASURER OF MIAMI COUNTY. The Supreme Court of the United States has appellate jurisdiction in certain cases over the courts of last resort in the several states. The entry of the mandate from the Supreme Court of the United States, is in accordance with uniform practice heretofore prevailing in this state. MOTION to enter the mandate of the Supreme Court of the United States, issued on a judgment of that court, reversing the judgment of the Supreme Court of this state. Henry Stanbery, for the plaintiff. The Attorney-General, for the defendant. SCOTT, J. The original suit between these parties, upon its decision by this court, as reported in 1 Ohio St. 603, was taken to the Supreme Court of the United States by a writ of error, issued under the 25th section of the judiciary act of Congress, and the judgment of this court was by that tribunal reversed. 16 How. 369. The questions arising in the case, and the opinion of this court upon them, were such as to bring it within the cognizance and jurisdiction of the Supreme Court of the United States, unless we assume the position that that tribunal has no jurisdiction to review any decisions whatever of the *state courts, on questions re- [343 lating to the conflict of a state law with the constitution of the United States. The theory upon which such a position must rest, a majority of this court is not prepared to adopt. We do not mean to say that in a case of clear usurpation, by the Supreme Court of the United States, of an authority and jurisdiction wholly unwarranted by the federal constitution, it would not be competent for this court, as a court of last resort in a sovereign state, to decline obedience to a mandate issued in the exercise of such usurped jurisdiction. But no such case is before us. On the contrary, the jurisdiction here claimed has been constantly exercised by the Supreme Court of the United States ever since the organization of the general government, with the general acquiescence of the state courts. In conformity, then, with what has heretofore been the uniform practice in this state, we direct the mandate to be entered. Piqua Bank v. Knoup, Treasurer. BRINKERHOFF and BOWEN, JJ., concurred. SWAN, J., having formerly been of counsel in this case, did not participate in its decision. BARTLEY, C. J., dissented. Syllabus of his dissenting opinion: The provision of the constitution of the United States, expressly conferring appellate jurisdiction on the Supreme Court, does not authorize the exercise of appellate power by that tribunal over the state courts, but extends simply to appeals from the subordinate federal courts. There is no provision in the constitution from which a supervising power in the Supreme Court of the United States over the state courts can be derived, by way of incident or implication. The Supreme Court of the United States has not been constituted the exclusive tribunal of last resort, to determine all controversies in relation to conflicts of authority between the federal government and the several states of the Union. The state courts and the federal courts are co-ordinate tribunals, having concur344] rent jurisdiction in numerous cases, but neither having a supervising power over the other; and where the jurisdiction is concurrent, the decision of that court, or rather of the courts of that judicial system, in which the jurisdiction first attaches, is final and conclusive as to the parties. Under our system of government, a power not conferred by the constitution can not be acquired by repeated acts of usurpation. Mere precedent or practice can not be relied upon as settling a fundamental principle, in respect to which no question was made or passed on. This case is before us on a motion to enter a special mandate from the Supreme Court of the United States, reciting a judgment of that court, purporting to reverse the judgment of this court, and commanding us to enter a judgment contrary to our own adjudication, and to carry the judgment of reversal into execution, under the authority of the judicial power of the United States. The Supreme Court of the United States claims to have acquired jurisdiction over the case, by writ of error, under the 25th section of the judiciary act of Congress, of the 24th of September, 1789. The case originally came before us on a proceeding to enforce the collection of the taxes of the state, assessed on the property of the corporation, for the year 1851, pursuant to the statute "to tax banks, and bank and other stocks, the same as the property of other persons." The bank, in this case, claimed to be exempt from au equal assessment of taxes, by a provision in the bank law of this state, enacted in 1845, from which it derived its franchise, and |