Howell Edmunds Jackson

“ It cannot, we think, be admitted that a statutory provision for becoming a corporation in future can become a contract, in that sense of the clause of the constitution of the United States which prohibits state legislation impairing its obligation, until it has become vested as a right by an actual organization under it ”

“ It is true that the corporation about to be formed by the filing of the certificate has, by force of the statute, when formed, all the rights, franchises, powers, privileges, and immunities which were possessed before such sale by the corporation whose property was sold; but that does not make the corporation the same by any means. The right to be a corporation, which the old corporation had, was not mortgaged, and was not sold, and did not pass to the purchasers ”

“ The provisions of that act do not constitute a contract on the part of the state with either the corporations or the mortgagees, bondholders, or purchasers at foreclosure sale. They are merely matters of law, instead of contract, and the right therein conferred upon purchasers of the corporate properties and franchises sold under foreclosure of mortgages thereon to reorganize and become a new corporation is subject to the laws of the state existing or in force at the time of such reorganization, and the grant of a new charter of incorporation. ”