court is not bound to surrender its jurisdiction of a suit on petition for removal, until a case has been made which, on its face, shows that the petitioner has a right to the transfer; and if it decides against the removal and proceeds with the cause, its ruling is reviewable by the ultimate court of appeal after final judgment.

Of course, the foreign investor is interested to a greater or less extent in a vast range of statute and case law. But the utmost that is possible within the scope of the present notes is to briefly direct or recall his attention to certain very limited aspects of his interest-present and future in connection with which it may be specially sensitive to hostile action on the one hand, or admit of effectual defence on the other. At once the most familiar and formidable complications would seem to arise from the conflict between Federal and State powerse. g., cases in which a State desires to impair the obligation of contracts, or to injuriously affect property, by the enactment of laws of doubtful validity within the meaning of the Federal Constitution. A few notes and references roughly indicative of familiar situations are subjoined.

IMPAIRMENT OF CONTRACTS.

7. Dartmouth College v. Woodward, 4 Wheat., 498. The charters of private corporations are contracts protected from invasion by the Constitution of the United States. "The objects for which a corporation is created are universally such as the government wishes to promote. They are deemed beneficial to the country, and this benefit constitutes the consideration, and in most cases the sole consideration, for the grant."

8. The Binghamton Bridge, 3 Wal., 74.-"The Legisla

ture, therefore, says to public-spirited citizens: If you will embark, with your time, money, and skill in an enterprise which will accommodate the public necessities, we will grant to you, for a limited period, or in perpetuity, privileges that will justify the expenditure of your money, and the employment of your time and skill.' Such a grant is a contract, with mutual considerations, and justice and good policy alike require that the protection of the law should be assured to it."

9. Fletcher v. Peck, 6 Cr., 87.—A contract is a compact between two or more parties. The Constitution of the United States embraces all contracts, executed or executory, whether between individuals or between a State and individuals.

10. Green v. Biddle, 8 Wheat., 105.—The practice of the courts of the United States—that is, the remedies of the parties therein, is subject to no other power than that of Congress.

II. Wolf v. New Orleans, 103 U. S., 358–365. "Legislation producing this latter result (impairment of the obligation of a contract by abrogating or lessening the means of its enforcement), not indirectly as a consequence of legitimate measures taken, as will sometimes happen, but directly by operating upon those means, is prohibited by the Constitution, and must be disregarded, treated as if never enacted, by all courts recognizing the Constitution as the paramount law of the land."

12. Id., 367.-"The prohibition of the Constitution against the passage of laws impairing the obligation of contracts applies to the contract of the State and to those of its agents acting under its authority, as well as to contracts between individuals. And that obligation is impaired in the sense of the Constitution when the means

by which a contract at the time of its execution could be enforced-that is, by which the parties could be obliged to perform it, are rendered less efficacious by legislation operating upon those means."

13. The Bridge Proprietors v. the Hoboken Co., I Wal., 116. Where a statute of a State creates a contract, and a subsequent statute is alleged to impair the obligation of that contract, and the highest court of law or equity in the State construes the first statute in such a manner as that the second statute does not impair it, whereby the second statute remains valid under the Constitution of the United States, the validity of the second statute is “drawn in question," and the decision is in "favour" of its valid ity, within the meaning of the 25th section of the Judiciary Act of 1789. This court may accordingly, under the said section, re-examine and reverse the judgment or decree of the State court given as before said. The case distinguished from the Commercial Bank v. Buckingham's Executors [5 Howard, 317], Grier, J., dissenting.

14. Id., 2.-A party relying on this court for re-examination and reversal of the decree or judgment of the highest State court, under the 25th section of the Judiciary Act of 1789, need not set forth specially the clause of the Constitution of the United States on which he relies. If the pleadings make a case which necessarily comes within the provisions of the Constitution, it is enough.

15. Osborn v. Bank of the United States, 9 Wheat., 738903. An injunction was sustained against the treasurer and auditor of Ohio to prevent the seizure of moneys belonging to the bank in payment of taxes levied under an unconstitutional law of the State. Marshall, Ch. J., delivering the opinion said: "If the person who is the real principal, the person who is the true source of the

mischief, by whose power and for whose advantage it is done, be himself above the law, it would be subversive of the best established principles to say that the laws could not afford the same remedies against the agent employed in doing the wrong which they would afford against him could his principal be joined in the suit."

16. United States v. Lee, 106 U. S., 196; cited and affirmed in Davis v. Gray, 16 Wal., 203-220.—“Where the State is concerned, the State should be made a party, if it could be done. That it cannot be done is a sufficient reason for the omission to do it, and the court may proceed against the officers of the State in all respects as if the State were a party to the record." In deciding who are the parties to the suit, the court will not look beyond the record. Making a State officer a party does not make the State a party, although her law may have prompted his action, and the State may stand behind him as the real party in interest.

In Davis v. Gray, the Governor and the Commissioner of the General Land Office of Texas were "enjoined from issuing, or causing or permitting to issue," patents of certain lands, the sale of which her Constitution had authorized, upon the supposition that the title of a corporation to them had been lost. In considering the right of a private party to maintain suit against those officers, inasmuch as a suit could not be brought directly against the State, the court reasserted the doctrine announced in Osborn v. Bank of the United States.

The objection suggested was also considered and disposed of in the Board of Liquidation v. McComb, a case against these very officers, decided in 1865. There the board undertook to liquidate a debt contracted in reconstructing and keeping in repair levees on the

Mississippi River, with consolidated bonds issued under the act of 1874, pursuant to the authority of a subsequent statute of the Legislature. A citizen of Delaware holding some of the consolidated bonds contended that the levee debt was not one of the debts to fund which these bonds had been issued, and that the use of them for that purpose would defeat one of the benefits of the funding scheme. He therefore applied to the Circuit Court of the United States for an injunction to restrain the board from funding the levee debt with these bonds, and obtained it. The injunction was made perpetual by a final decree, which was affirmed here. "In our judgment, therefore," we said, speaking by Mr. Justice Bradley, "the court below was right in granting the injunction as to the consolidated bonds, if the defendants, occupying the official position they do, are amenable to such a process. On this branch of the subject, the numerous and well-considered cases heretofore decided by this court leave little to be said. The objections to proceeding against State officers by mandamus or injunction are, first, that it is in effect proceeding against the State itself, and, secondly, that it interferes with the official discretion vested in the officers. It is conceded that neither of these things can be done. A State, without its consent, cannot be sued by an individual; and a court cannot substitute its own discretion for that of executive officers in matters belonging to the proper jurisdiction of the latter. But it has been well settled that when a plain official duty,requiring no exercise of discretion, is to be performed, and performance is refused, any person who will sustain personal injury by such refusal, may have a mandamus to compel its performance; and when such duty is threatened to be violated by some positive official act, any person who will