legislature to enforce that obligation .bility. It is obviously an act intended to make effectual the liability which is incurred by stockholders under the Constitution of the state, and it ought not to be rendered nugatory unless substantial objection exists against its enforcement. It operates equally upon all stockholders, at home and abroad, and assesses all by a The same rule is recognized in Hill v. Merchants' Mut. Ins. Co. 134 U. S. 515, 33 L. ed. 994, 10 Sup. Ct. Rep. 589, wherein a statute was sustained changing the char-uniform rule. acter of the remedy against stockholders in common to one giving a direct remedy against an individual stockholder. The principle was clearly enunciated in Waggoner v. Flack, 188 U. S. 595-603, 47 L. ed. 609-613, 23 Sup. Ct. Rep. 345-348, in which Mr. Justice Peckham, speaking for the court, said: "To enact laws providing remedies for a violation of contracts, to alter or enlarge those remedies from time to time as to the legislature may seem appropriate, is an exercise of sovereignty, and it cannot be supposed that the state, in a case like this, contracts in a public act of its legislature to limit its power in the future, even if it could do so, with or without consideration, unless the language of the act is so absolutely plain and unambiguous as to leave no room for doubt that its true meaning amounts to a contract by it to part with its power to increase the effectiveness of existing remedies." See, also, Wilson v. Standefer, 184 U. S. 399, 46 L. ed. 612, 22 Sup. Ct. Rep. 384; New Orleans City & Lake R. Co. v. Louisiana, 157 U. S. 219, 39 L. ed. 679, 15 Sup. Ct. Rep. 581.' We shall proceed to notice some of the specific objections which are urged against the validity of this legislation by stockholders who acquired stock before the act of 1899 went into effect. It is said that the stockholder is held liable in a proceeding to which he is not a party. Under the prior act he could only be held where service could be had upon him personally, but, if we are right in the proposition just announced, that additional remedies may be provided by legislation, then the validity of such additional enactments depends not necessarily upon the personal service upon the stockholders, but upon the fact whether the remedy provided is a wellrecognized means of enforcing such obligations, and not in violation of constitutional rights. It is true that the stockholder is not necessarily served with process in the action wherein the assessment is made under the act of 1899, but no personal judgment is rendered against him in that proceeding, and it has reference to a corporation of which he is a member by virtue of his holding stock therein, and the proceeding has for its purpose the liquidation of the affairs of the corporation, the collection The liability arising under the Constitu- and application of its assets and other liation of Minnesota was such that legislation bilities which may be administered for the was appropriate to make it effectual. We benefit of creditors. In such case it has can find nothing in the fact that one leg- been frequently held that the representation islature has passed an act which would con- which a stockholder has by virtue of his clude a subsequent law-making body of membership in the corporation is all that he equal power from passing new and addi- is entitled to. It was so held in a well-contional measures to make the remedy more sidered case in Massachusetts (Howarth v. effectual. That the first act did not accom- Lombard, 175 Mass. 570, 49 L.R.A. 301, 56 plish its purpose is evident. Under it stock- N. E. 888). And it has been held in cases holders in another state, who could not be in this court that when an assessment is reached by personal service, were immune necessary to be made upon unpaid stock from liability, and the entire burden was subscriptions for the benefit of creditors, the cast upon local stockholders. There was no court may make the assessment without the provision for a receiver or assignee begin- presence or personal service of stockholders. ning action outside the state, and it was Hawkins v. Glenn, 131 U. S. 319, 33 L. ed. held by this court in Hale v. Allinson, su- 184, 9 Sup. Ct. Rep. 739; Great Western pra, that a chancery receiver was powerless Teleg. Co. v. Purdy, 162 U. S. 329, 336, 40 to enforce the rights of creditors beyond L. ed. 986, 990, 16 Sup. Ct. Rep. 810. the borders of the state. In this condition Nor can we see any substantial differof affairs the state of Minnesota has un-ence in this respect between a liability to dertaken to provide a proceeding for the be ascertained for the benefit of creditors settlement of insolvent corporations which upon a stock subscription and the liability shall ascertain the assets of the corporation, for the same purpose which is entailed by the extent of the indebtedness of the corpo- becoming member of a corporation ration, the amount to which it is necessary, through the purchase of stock, whereby a if at all, to call upon the stockholders' lia- contract is implied in favor of creditors. The object of the enforcement of both liabilities is for the benefit of creditors, and while it is true that one promise is directly to the corporation and the other does not belong to the corporation, but is for the benefit of its creditors, either liability may be enforced through a receiver acting for the benefit of creditors, under the orders of court in winding up the corporation in case of its insolvency. It is sought to distinguish between the Massachusetts case of Howarth v. Lombard, supra, and kindred cases, and the one at bar, in the fact that when the stock was acquired in that case a statutory provision was already in existence which made the stockholder liable to an assessment in a proceeding in which the stockholder was represented by the corporation. But, as we have said, keeping within the constitutional measure of liability, it was within the power of the legislature of Minnesota to make provisions, within the limits of due process of law, for the liquidation of the affairs of the corporation in a proceeding in the state of its origin, wherein members of the corporation should be sufficiently represented by the presence of the corporation itself. This practice has the sanction of the courts, as we have already shown. It is substantially the procedure authorized by the national banking act, except that the Comptroller of the Currency takes the place of the court, and, without the presence of the stockholders, makes a conclusive assessment. We cannot find any constitutional right belonging to the stockholder which is violated by this change in the character and nature of the remedy against him. By becoming a member of a Minnesota corporation, and assuming the liability attaching to such membership, he became subject to such regulations as the state might lawfully make to render the liability effectual. It is further urged that in imposing upon the stockholder the additional expense in a proceeding where the expenses incident to the enforcement of the liability in other states, and against other parties, are taken into consideration and included in the estimate, there is an unwarranted increase in the amount which could be recovered against the stockholder under the former statute. But remembering at all times that the obligation of the shareholder was the creature of the Constitution of Minnesota, we think the fact that the additional expenses were included in the assessment cannot operate to defeat it. Such expenses are Such expenses are incident to the ascertainment of the trust fund, which it is necessary to realize from the liability of stockholders, and as long as these expenses are kept within the amount of the original liability no legal right is violated. League v. Texas, 184 U. S. 156, 46 L. ed. 478, 22 Sup. Ct. Rep. 475 Richmond v. Irons, 121 U. S. 27, 30 L. ed. 864, 7 Sup. Ct. Rep. 788; King v. Pomeroy, 58 C. C. A. 209, 121 Fed. 287. It is objected that the receiver cannot bring this action, and Booth v. Clark, 17 How. 322, 15 L. ed. 164; Hale v. Allinson, 188 U. S. 56, 47 L. ed. 380, 23 Sup. Ct. Rep. 244; and Great Western Min. & Mfg. Co. v. Harris, 198 U. S. 561, 49 L. ed. 1163, 25 Sup. Ct. Rep. 770, are cited and relied upon. But in each and all of these cases it was held that a chancery receiver, having no other authority than that which would arise from his appointment as such, could not maintain an action in another jurisdiction. In this case the statute confers the right upon the receiver, as a quasi assignee, and representative of the creditors, and, as such, vested with the authority to maintain an action. In such case we think the receiver may sue in a foreign jurisdiction. Relfe v. Rundle (Life Asso. of America v. Rundle) 103 U. S. 222, 226, 26 L. ed. 337, 339; Howarth v. Lombard, supra; Howarth v. Angle, 162 N. Y. 179, 182, 47 L.R.A. 725, 56 N. E. 489. It is also contended that the action is barred by the statute of the state of New York, limiting to two years the right to bring an action for a debt of a corporation after the defendant ceased to be a stockholder. We do not think the provision of the statute (N. Y. Laws, 1892, chap. 688, § 55) relied upon covers these cases. It evidently refers to domestic corporations provided for in reference to the stockholder's liability created by the preceding section of the same chapter. The cause of action did not accrue until the receiver could sue upon the assessment after the stockholder had failed to pay, as required by the order of the Minnesota court of December 22, 1902. King v. Pomeroy, supra. Under the New York statute of limitations there was six years in which to bring the action after it accrued, under § 382 of the Code, the Minnesota Thresher Manufacturing Company not being a "moneyed corporation or banking association" within § 394. Platt v. Wilmot, 193 U. S. 603, 48 L. ed. 809, 24 Sup. Ct. Rep. 542. The present suits were brought a little more than one year after the causes of action accrued. Other objections are urged as to the nature of the proceedings in the court of Washington county, Minnesota, in which the original order was made. We have examined them and think none of them go to the jurisdiction and authority of the court, or are such as would invalidate the order of assessment made therein when sued upon | tract obligations by interfering with the in another jurisdiction. water rates charged to private consumers. Modified so as to enjoin the city from interfering with the right to charge the rates fixed by the contract, and, as so modified, affirmed. In what we have said we have noticed the principal objections made to the enforcement of the order of the Minnesota court in another jurisdiction, and, finding no error in the judgment of the court below, it is affirmed. Mr. Justice Holmes: I regret that the court has thought it unnecessary to state specifically what contract the stockholder is supposed to have made, as different difficulties beset the different views that might be taken. It seems to me hard to reconcile the construction adopted with that given to the stronger words of § 5151 of the national bank act (U. S. Rev. Stat. § 5151, U. S. Comp. Stat. 1901, p. 3465) in McClaine v. Rankin, 197 U. S. 154, 161, 49 L. ed. 702, 705, 25 Sup. Ct. Rep. 410. But, under the circumstances, I shall say no more than that I doubt the result. Statement by Mr. Justice Day: Cases involving the rights of the Vicksburg Waterworks Company, under the contract made between the city of Vicksburg and the company, for furnishing the water supply of the city, have been before this court in two preceding actions, viz.: Vicksburg Waterworks Co. v. Vicksburg, 185 U. S. 65, 46 L. ed. 808, 22 Sup. Ct. Rep. 585, and 202 U. S. 453, 50 L. ed. 1102, 26 Sup. Ct. Rep. 660. Owing to the previous statements of the of the facts involved in the controversy now case, it is only necessary to set out enough before us to make plain the conclusions at which we arrive. The city of Vicksburg, by act of the legislature of Mississippi (Laws of 1886, chap. MAYOR AND ALDERMEN OF THE CITY 358, § 5, p. 695), was authorized "to proOF VICKSBURG, Appt., V. vide for the erection and maintenance of a system of waterworks to supply said city VICKSBURG WATERWORKS COMPANY. with water, and to that end to contract Judgment-res judicata. 1. A decree enjoining a municipality, at the suit of a waterworks company, from building its own waterworks, or denying liability, or refusing to pay the water rentals contracted for, is not conclusive as to the right of the municipality to regulate water rates charged to private consumers under a law passed long after the bill was filed, even if it could be said that the pleadings put in issue the reasonableness of the rates then charged. Constitutional law-contract exemptions regulation of water rates. 2. A contract with a waterworks company, fixing maximum water rates to private consumers for thirty years, which, unless so grossly unreasonable as to suggest fraud or corruption, is binding, and, as such, is protected against impairment by the contract clause of the Federal Constitution, could be made by the city of Vicksburg under the authority of Miss. Laws 1886, chap. 358, 5, empowering it to provide for the erection and maintenance of a system of waterworks to supply that city with water, and, to that end, to contract with a party or parties who shall build and operate wa terworks. [No. 275.] with a party or parties, who shall build and operate waterworks." the legislature, the city of Vicksburg made Acting under this authority conferred by a contract with Samuel R. Bullock & Company, their associates and assigns, for the supply of water to the city and its inhabitants, which was contained in the ordinance of November 18, 1886, § 13 thereof providing that "The said Samuel R. Bullock & Company, their associates, successors, or assigns, shall have the right to make all needful rules and regulations governing the consumption of water, the tapping of pipes, and general operation of the works, and to make such rates and charges for the use of said water as they may determine, provided that such rates and charges shall not exceed 50 cents for each thousand gallons of water." The ordinance, by its terms, ran for thirty years, and Bullock & Company, as provided in § 5 of the ordinance, assigned the contract to the Vicksburg Water Supply Company, and it was duly accepted by that company. The supply company put in the works and operated until August, 1900, when the mortgage upon the property, Argued April 24, 1907. Decided May 27, including all the franchises and contract A 1907. PPEAL from the Circuit Court of the United States for the Southern District of Mississippi to review a decree enjoining a municipality from impairing con rights, was foreclosed and purchased by a Mr. Crumpler, who assigned all his rights and title to the Vicksburg Waterworks Company, the appellee herein, which company has operated the works since. The contract contained an agreement to pay a stipulated rental for certain hydrants for public use. The legislature of Mississippi, on March 18, 1900, passed an act authorizing the city to issue bonds and build a waterworks system of its own for the supply of the city and its inhabitants, and on the 3d of July, 1900, an election was held in the city under the statute, which resulted in a vote to build or buy a waterworks plant of its own. The city repudiated any contract relations with the company. Thereupon the company filed its bill in the United States circuit court for the district of Mississippi on the 14th day of February, 1901, the objects of which were thus stated by Mr. Justice Shiras, in delivering the opinion of the court (185 U. S. 65, 46 L. ed. 808, 22 Sup. Ct. Rep. 585): an act authorizing the cities and villages of the state to prescribe, by ordinance, maximum rates and charges for the supply of accordance with the motion of complainant and defendant filed January 12th, 1904, upon the original bill, amended and supplemental bill, exhibits, answer of defendant, proof, and exhibits, and the court, after hearing and attending the evidence and the arguments of counsel, and being fully advised in the premises, and being satisfied that the complainant is entitled to the relief prayed for in its original and amended and supplemental bills, and for full relief, it is thereupon hereby ordered, adjudged, and decreed: First. That the defendants, the Mayor and Aldermen of the city of Vicksburg, be and are hereby perpetually enjoined from abrogating and taking away, or from assuming to abrogate or take away, the franchises or contract rights of complainant under and by virtue of the ordinances, franchises, or "The bill prays for an injunction to re- contract of said defendants entitled, "An strain the defendant from assuming to ab- Ordinance to Provide for a Supply of Water rogate and take away the franchises and to the City of Vicksburg, in Warren Councontract rights of the complainant, and ty, Mississippi, and to Its Inhabitants, Confrom attempting to coerce the company to tracting with Samuel R. Bullock & Comsell its works to the defendant for an in-pany, their Associates, Successors, and Asadequate price, and that said act of the signs for a Supply of Water for Public Use, and Giving the Said City of Vicksburg an legislature of Mississippi, adopted on March Option to Purchase the Said Works," or9, 1900, and said resolution and ordinance dained the 19th day of November, 1886, apadopted and passed by said city on the 7th proved by John W. Powell, mayor, Novemday of November, 1900, be declared to im- ber 19th, 1886, being the ordinance, contract, pair the obligations of said contract be- and franchise marked exhibit B to the ortween said city and said Bullock & Com-iginal bill of complaint, and said ordinance, pany and their assigns, and to cast a cloud upon the title, franchises, and rights of complainant, and said act, ordinance, and resolution, and each of them, are alleged to be in contravention of the Constitution of the United States in this: that they impair the obligations of said contract between said city and said Bullock & Company and their assigns." In the court of original jurisdiction the bill was dismissed for want of jurisdiction. On appeal, 185 U. S. 65, 46 L. ed. 808, 22 Sup. Ct. Rep. 585, the judgment was reversed, and this court held that there was jurisdiction, and the cause was remanded. The case went to trial upon its merits, and on May 18, 1904, a final decree was rendered, which was affirmed on appeal to this court in the case reported in 202 U. S. 453, 50 L. ed. 1102, 26 Sup. Ct. Rep. 660. The decree in that case, known in the record as No. 41, is given in the margin.† During the pendency of the original action the legislature of Mississippi passed †Equity, No. 1. Vicksburg Waterworks Company VS. Mayor and Aldermen of the City of Vicksburg, Mississippi. This day this cause came to be heard in contract, and franchise being specifically and accurately set out in words and figures in the pleadings, which ordinance, contract, and franchise was acquired by and is the sole and exclusive property of said complainant. Second. That said ordinance, contract, and franchise be and is hereby declared and held to be in every respect legal, valid, and enforceable and binding upon said defendant, and said defendant is hereby perpetually enjoined from infringing, ignoring, rescinding, or denying liability under said ordinance, contract, and franchise in any of its parts, or from in any manner disturbing or interfering with the rights, privileges, and benefits acquired by complainant thereunder. Third. That said defendant be, and he is hereby, directed to rescind its resolution and ordinance adopted the 7th day of November, 1900, which is in words and figures as follows: "Resolved, that the mayor be and is hereby instructed to notify the Vicksburg Waterworks Company that the mayor and aldermen deny any liability upon any contract for the use of the waterworks hydrants. That from and after August, 1900, they will pay reasonable compensation for the use of said hydrants. That the city attorney take such action as shall be necessary to determine the rights of the city in the premises." And also to rescind the ordinance or reso On April 20, 1904, about one month before the rendition of the final decree in the original case, the city adopted two ordinances fixing the maximum charge for the use of rate" and the other for water measured by meters. On December 7, 1903, the city passed an ordinance prohibiting the water company and gas company from charging damages and other penalties for failure to pay bills, until ten days after presenting the same, and giving an opportunity for the payment thereof. water, electric light, and gas furnished to cities and the inhabitants thereof. Laws of Mississippi 1904, p. 231. Section 1 of this act is inserted in the margin.† +Section 1. Be it enacted by the legisla-water, one by what is known as the "flat ture of the state of Mississippi, That the corporate authorities of any city, town, or village now or hereafter incorporated under any general or specific laws of this state, in which any individual, company, or corporation has been, or hereafter may be, authorized by said city, town, or village to supply water, electric light, or gas to said city, town, or village, or the inhabitants thereof, be, and they are hereby, empowered to prescribe by ordinance maximum rates and charges for the supply of water, electric light, or gas furnished by such individual, company, or corporation to such city, town, or village or the inhabitants thereof, such rates and charges to be just and reasonable. And in case the corporate authorities of any such city, town, or village shall fix unjust and unreasonable rates and charges, the same may be reviewed and determined by the circuit court of the county in which said city, town, or village may be; provided, that this act shall not be construed so as to impose (impair) the effect or obligation of any valid or binding contract with any waterworks company, electric light company, or gas company, now existing, or heretofore made with any individual or water company, electric light or gas company. lution of said defendant adopted the 7th day of February, 1901, when said defendant adopted the report of the committee on waterworks, as set out in the pleadings. Fourth. That the said defendant refrain from in any manner accepting the benefits of or proceeding under the act of the legislature of the state of Mississippi approved March 9, 1900, and from issuing bonds under and by virtue of said act, or any other act or ordinance, for the purpose of erecting waterworks of its own during the period prescribed by ordinance, contract, and franchise. Fifth. That the said defendant refrain from constructing waterworks of its own until the expiration of the period prescribed in said ordinance, contract, and franchise, dated the 16th day of November, 1886. Sixth. That the said defendant be, and is hereby, required to pay all moneys due or owing, or that may hereafter be due and owing to said complainant under and by virtue of said ordinance, contract, and franchise. Seventh. That the said defendant be, and is hereby, perpetually enjoined from making or adopting any resolutions or ordinance refusing to pay the contract price of water fixed by said ordinance, contract, and franchise until the expiration of the period prescribed in said ordinance, contract, and franchise. Eighth. (Relates to certain sewers.) Ninth. That said defendant pay the costs of this cause to be taxed. On the 7th of January, 1905, the water company, in view of this action by the city, filed another bill, which is the original bill in this case, and was numbered 79, in which it set forth the preceding history of the liti gation, the decree of May 18, 1904, the city ordinance of December 7, 1903, and the two of April 20, 1904, and in that bill alleged its contract under the ordinance of 1886 and the former decree, and that the enforcement of the ordinances was in violation of that decree and the company's contract of 1886, and would be destructive of its business, and they prayed for an injunction. A temporary injunction temporary injunction was allowed, and afterwards, the case standing on the bill, answer, and exhibits attached thereto, a final decree was rendered in the case, which final decree is set forth in the margin.‡ This case coming on to be finally heard at this January term, 1906, of this court, upon the original bill of complaint and the answer of the defendant thereto, and all the exhibits which are made such, to said original bill of complaint and said answer, and all of the other pleas and proceedings in this cause, together with a certified copy of the charter of the said Vicksburg Waterworks Company, which is filed in the record as evidence in the cause, also the petition of the defendant for a modification of the temporary injunction granted in this cause, so that the complainant shall not be authorized to cut off water from its patrons who refuse to pay the rates of complainant, claiming the right to have the injunction modified by virtue of the ordinances of the defendant, fixing water rates; and the motion of complainant to have said injunction granted heretofore made perpetual. the court having heard the arguments of counsel, and being fully advised in the premises, and being satisfied that the complainant is entitled to the relief prayed for in its bill of complaint for full relief, it is thereupon finally ordered, adjudged, and decreed: And First. That the defendant, the mayor and aldermen of the city of Vicksburg, is hereby denied the relief prayed for in its petition, to wit, that the injunction be modified so that the mayor and aldermen of the city of Vicksburg shall not be restrained |