Contracting power

“ As a contract, every article of it should be inviolable; as the common basis of the strength and happiness of two nations, every article of it should be sacred. I hope I can not be suspected of conceiving a thought so detestable as to propose an advantage to one of the contracting parties at the expense of the other. ”

“ When the charter is silent as to the contracts which a corporation may make, it has, as incidental to its existence, the power of making all such contracts as are necessary and usual in the course of the business it transacts, as a means to attain the object for which it was created. ”

“ When we speak of a compact in a legal sense, we naturally include in it the notion of distinct contracting parties, having mutual rights, and remedies to enforce the obligations arising therefrom. We suppose, that each party has an equal and independent capacity to enter into the contract, and has an equal right to judge of its terms, to enforce its obligations, and to insist upon redress for any violation of them. ”

“ While we have never hesitated to vindicate the right of individuals or corporations to enforce the performance of lawful contracts as against subsequent legislation designed to impair them, we have always exacted as a condition that the contract was one which the legislature, or opposite party, had power to make under the Constitution, and that the other party was chargeable with knowledge of all its provisions in that connection. ”

“ If there is one thing which more than another public policy requires it is that men of full age and competent understanding shall have the utmost liberty of contracting, and that their contracts when entered into, freely and voluntarily, shall be held sacred and shall be enforced by courts of justice. Therefore you have this paramount public policy to consider—that you are not lightly to interfere with this freedom of contract. ”

“ If there is a free contract, in open market, between capital and labour, it cannot be right that one of the two contracting parties should have the making of the laws, the management of the conditions, the keeping of the peace, the administration of justice, the distribution of taxes, the control of expenditure, in its own hands exclusively. ”

“ The practical maxim of leaving contracts free, is not applicable without great limitations in case of engagements in perpetuity; and the law should be extremely jealous of such engagements; should refuse its sanction to them, when the obligations they impose are such as the contracting party cannot be a competent judge of; if it ever does sanction them, it should take every possible security for their being contracted with foresight and deliberation ”

“ The validity of a contract, as a matter of fact, depends upon the ability of the parties to enter into it, for no court can enforce a contract when it is shown that the principals to it had not legal right to make it or to fulfill the conditions of it. It is accepted as a surety of power to observe the conditions when a sovereign government makes itself a party to a contract. The people are bound by their agents, to whom they delegate authority. Nothing is regarded in a more obnoxious light than the repudiation of their honest debts by sovereign States. ”

“ If one starts with the assumption that, in the absence of specific Congressional authority, a fixed rule of law precludes contracting officers from providing in a Government contract terms reasonably calculated to assure its performance even though there be no money loss through a particular default, there is no problem. ”

“ So too in the case of Nations absolutely independent of each other, if a contract be entered into by them, the failure to comply with any of the provisions of the contract, on the part of either of the high contracting parties, leaves the other at liberty, to vacate and annul the whole contract as to itself; or while affirming a readiness on its part to continue its observance of the obligations, to require of the other part a like compliance. ”

“ If this reasoning were adopted, there would be an equal repugnancy in the terms of the contract, whether the nature of the risk were written in the policy or fixed by previous description. But, subject to possible exceptions of this kind, it would seem that a contract would be made, and that the most that could be claimed would be a right to rescind. Where parties having power to bind themselves do acts and use words which are fit to create an obligation, I take it that an obligation arises. ”

“ The power which authorizes it is a very different one from a power to deal between parties to private contracts in which the government is not interested, and to compel the receipt of these promises to pay in place of the money for which the contracts stipulated. ”

“ Both Contracting Parties shall permit and facilitate enforcement of provisions concerning protection of industrial property in contracts between firms, companies and corporations, and trading organizations of their respective countries, and shall provide means, in accordance with their respective laws, to restrict unfair competition involving unauthorized use of such rights. ”

“ Does the contract, called a bill of exchange, stand on any different footing? It is true, that when once made, by a person having authority to make it, in any given case, it is not open to the same inquiries, in the hands of a third party, that ordinary contracts are, as to the justice, fairness, and good faith which attended its origin, or any of its subsequent transfers; but, in reference to the authority of the officer who makes it, to bind the government, it is to be judged by the same rule as other contracts. ”

“ If a man tells another to make a contract in his name, or commands him to commit a tort, no special conception is needed to explain why he is held; although even in such cases, where the intermediate party was a freeman, the conclusion was not reached until the law had become somewhat mature. But, if the title Agency deserves to stand in the law at all, it must be because some peculiar consequences are attached to the fact of the relation. If the mere power to bind a principal to an authorized contract were all, we might as well have a chapter on ink and paper as on agents. ”

“ Considering the vital importance of men's contracts, it would evidently be more to the credit of these judges, if they would give their attention to this question of "the obligation of contracts," until they shall have solved it, than it is to be telling fifty millions of people that they have no right to make any contracts at all, except such as congress has power to invalidate after they shall have been made. ”

“ If a minister or the senior official responsible for contracting within
governmental unit or agency awarding the contract determines the requirement
being satisfied by the contract is of such importance to the public interest that
ceasing work will unduly harm the public interest, such minister or official
may, by written determination of such undue harm, and after notice to the
Tribunal, order the governmental unit or agency to notify the contractor to
proceed with the contract. ”

“ Whether the limitation should be accepted is thus the pivotal inquiry. The power is ours, when the impairment of an obligation is urged against a law, to determine for ourselves the effect and meaning of the contract as well as its existence. ”

“ The admission which we most freely make, of a power in the state, so to regulate the conduct of corporations as to attain the objects of their formation may appear to conflict with a proposition, which we shall endeavor to sustain; which is this, that the state, by becoming a party to the contract, was as much bound to respect the rights of the other party, as if the state had been an individual. ”

“ I admit, that in a state of nature, when men have not submitted themselves to the controlling authority of civil government, the natural obligation of contracts is co-extensive with the duty of performance. ”

“ You will see, gentlemen, how perfectly, how absolutely, the contractor is in the power of the department. The Government enforces its contracts. No matter how many years may elapse they are still after the sureties and are still after the principal. Nothing relieves a man but, death. Only a little while ago a case was decided in the Supreme Court of which I will speak to you. An importer of sugar gave the importers' bond to pay the duty upon that sugar. By the custom of trade, sugar is sold in bond. ”

“ Under such a provision, it seems that the determination to use purchasing agents is permissible. Where there is no prohibition of a particular type of contract and no direction to use a particular type, the contracting officers are free to follow business practices. ”

“ The meaning of the fourfold distribution is readily understood as soon as we apprehend the theory which severed the Obligation from the Convention. Each class of contracts was in fact named from certain formalities which were required over and above the mere agreement of the contracting parties. In the Verbal Contract, as soon as the Convention was effected, a form of words had to be gone through before the vinculum juris was attached to it. ”

“ Undoubtedly, both parties are governed by their own interests, in making their agreements; but the circumstances under which contracts are made often render them very unjust toward laborers. Suppose one of the contracting parties to be in deep water, where he must drown, unless he receive assistance from the other party who is on the land. ”

“ When accepted, it was, therefore, a contract by which the State authorized the company to establish works and carry on a business which, without the authority, would be a nuisance to a few persons, in order to relieve a very large community from a greater nuisance. ”

“ Ogden, 9 Wheat. 1, 6 L. ed. 23, the power was declared to be complete in itself, and to acknowledge no limitations other than are prescribed by the Constitution. Under this grant of power to Congress that body, in our judgment, may enact such legislation as shall declare void and prohibit the performance of any contract between individuals or corporations where the natural and direct effect of such a contract will be, when carried out, to directly, and not as a mere incident to other and innocent purposes, regulate to any substantial extent interstate commerce. ”

“ Government is instituted for their equal protection and benefit.' It then said: 'The usual and most frequent means of acquiring propety is by contract, and one of the most valuable and sacred rights is the right to make and enforce contracts. ”

“ He has shown that the right to contract is not conferred by society, but is a natural original right, brought by each individual into society; and that the obligation of contracts is not the result of positive law, but is intrinsic, and is conferred by the act of the parties. ”

“ Everything is left to him. The man who signs that contract gives a mortgage on his life, liberty, and pursuit of happiness. He has no redress. I simply call your attention to this to show you the obligation that a contractor takes upon himself. We will show you that he is under obligation to discharge any carrier that the Government does not like; that he has no right to carry any package or any letter that can go by mail; that he is to forfeit a trip when it is not run, or not to exceed three times the pay of a trip ”

“ Contracts at common law, to which this simple power of assignment is extended by statute, differ essentially from those which arise out of and are governed by the law merchant, or from such as are placed on the footing of the law merchant by express legislative enactment. ”

“ A contract of a corporation, which is ultra vires, in the proper sense, that is to say, outside the object of its creation as defined in the law of its organization, and therefore beyond the powers conferred upon it by the legislature, is not voidable only, but wholly void, and of no legal effect. ”

“ In the case before us, the contract of the surety is not in the alternative, but consists of two terms: one, that the principals shall perform their engagement, not merely by the delivery of some machinery, but of such machinery as the contract includes; the other, that if there be a non-performance, whether excusable or not, the money advanced on the contract shall be secured to the plaintiffs to the extent for which their principals are liable. ”

“ In that case the contract is the means employed for carrying into execution the powers of the government, and the contract alone, and not the contractor, is exempt from taxation or other interference by the State government.
But where the General government creates a corporation as a means of carrying out a national object, that corporation and its powers, property, and faculties, employed in accomplishing the service, are the instrumentalities by which the government effects its objects. ”

“ A principal who has authorized his agent to make a contract for him may revoke or restrict the agency before any contract is made, but he is bound by a contract made during the continuance of the agent's powers, if those powers were not transgressed in making it. ”

“ Like private individuals and businesses, the Government enjoys the unrestricted power to produce its own supplies, to determine those with whom it will deal, and to fix the terms and conditions upon which it will make needed purchases. [15] Acting through its agents as it must of necessity, the Government may for the purpose of keeping its own house in order lay down guide posts by which its agents are to proceed in the procurement of supplies, and which create duties to the Government alone. It has done so in the Public Contracts Act. ”

“ Since the disputes in question rarely if ever arise out of a breach of contract on the part of the employer-owner, the decision can ordinarily, in the nature of the case, not go against him, inasmuch as the foundation of economic law and order is the freedom and inviolability of pecuniary contracts. ”