556). We deem it unnecessary to restate here in detail this history. The acceptance of the charter made a contract with the State, by which the company agreed to pay annually a tax of 1 per cent. on its capital stock, to be in lieu of all other taxes. The Constitution of 1850 recognized the existence and validity of corporations existing by special charter, for it provided that—

"The legislature shall pass no law altering or amending any act of incorporation heretofore granted, without the assent of two-thirds of the members elected to each house; nor shall any such act be renewed." Section 8, art. 15.

The legislature recognized the existence of respondent's special charter by Act No. 5, Laws Ex. Sess. 1900, by which it was provided:

"That an act of the territorial legislative council of Michigan, of eighteen hundred thirty-four, entitled 'An act to incorporate the Detroit & Pontiac Railroad Company,' approved March seventh, eighteen hundred and thirty-four, and act number one hundred forty of the session laws of eighteen hundred and fifty-five, entitled 'An act to authorize the consolidation of the Detroit & Pontiac and the Oakland & Ottawa Railroad Companies, so as to form a continuous line from Detroit to Lake Michigan, under the name of the Detroit & Milwaukee Railway Company,' and all acts amendatory or supplementary thereto, the same constituting the special charter under which the Detroit & Milwaukee Railway Company, now known as the Detroit, Grand Haven & Milwaukee Railroad Company, was created, be and the same are hereby repealed, said repeal to take effect, and be in force from and after the thirty-first day of December, nineteen hundred one."

Have the former decisions of this court and of the Federal courts adjudicated the issue now presented so that the question is res judicata? If this question be answered in the affirmative, it forecloses discussion and determination of the reasons now urged again in behalf of the State against the validity of respondent's charter. In Cook v. Railway Co., supra, the validity of defendant's charter was not attacked. Its existence, however, was

distinctly recognized, as is held in the other cases above cited. That case distinctly held that the physical property of the corporation and also its franchise, to wit, its right to do business under the original charter, passed by the foreclosure sale. The law provided for its sale for that purpose. Obviously its physical property without its franchise would have been of little value to a purchaser. It was sold and purchased with a view to a continuation of its business. As was said in that case:

"A sale to a purchaser who could not exercise the corporate privileges could have been of no use."

Its mortgages covered its franchise, and the sale conveyed the franchise. It was no new franchise, but the old one continued. In the other cases the validity of the charter was vigorously and directly attacked for various reasons. In Attorney General v. Joy, supra, the opinion charged the respondent "with claiming and usurping the corporate right, liberty, privilege and franchise known and called the Detroit, Grand Haven & Milwaukee Railway Company." Able and well-known counsel were employed, both on behalf of the State and the respondents. Presumably counsel for the State attacked the validity of the charter from every direction they conceived attack possible. If, however (and this is wholly improbable), the learned counsel for the State failed to produce some argument or raise some point which they might have raised, it is too elementary to require the citation of authorities that the State cannot now raise questions which it might have raised in that case. That case established unequivocally the existence and validity of defendant's charter, and that it was a continuation of the same company, under the same charter, that existed before the execution, and the foreclosure of the mortgages which it gave pursuant to law. When a party attacks the validity of a contract in a suit, he must in that suit show and maintain all the objections as to its validity. He cannot split up his cause of action. Harrington v. Huff

& Mitchell Co., 155 Mich. 139 (118 N. W. 924). We

there said:

"It would be a reproach to the law to permit the defendant to rely in one suit for the rent upon the claim that the tenancy had been changed by agreement from a yearly rental into one from month to month, and in a suit upon the next month's rent to interpose another defense, that of surrender and release, and, when sued for a third month's rent, to interpose, perhaps, the defense of a violation of the contract on the part of the lessor."

In order that there may be no misunderstanding as to the effect of the Joy Case and the issue involved, we quote from the opinion of Chief Justice COOLEY, which was concurred in by the other Justices:

"The act of 1855 [Act No. 140, Laws 1855] was not promoted exclusively in the interest of the railroad companies named in it, but the State itself was largely concerned, and expected to accomplish important public purposes by means of it. Twenty years before that time the State had planned for the construction of several parallel lines of railroad across the State from east to west, one of which was to be north of the line of the Michigan Central Railroad, and was expected to be of very high value, not only to all that part of the State through which it would run, but to the whole State. Much disappointment had come from the road not being constructed; and, when the Detroit & Pontiac Railroad Company, which already had near 30 miles of road in successful operation, and could command means for the construction of more, proposed, on certain terms which were expressed in the act of 1855, to purchase the rights and franchises of the Oakland & Ottawa Company, and to extend their own road to Lake Michigan, there is no reason for doubting that the people of the State at large looked upon this as a favorable opportunity for accomplishing a desire which 20 years before had found expression in the legislation of the State, and which ever since had been kept constantly in view. * * *

"It has already been seen that the important public purpose which the State had in view in assenting to the act of 1855 has been accomplished. The railroad from Pontiac to Lake Michigan has been constructed, and for many years operated, and the State has reaped the bene

fits. But in order to accomplish this public purpose it seems to have become necessary to put the bonds and shares of the Detroit & Milwaukee Railway Company upon the market as well in Europe as in this country. The State recognized the necessity, and by its legislation provided for facilitating sales. The bonds and shares were sold to the amount of very many millions, and every purchaser of one of them made the purchase in reliance upon legislation of this State which appeared to sanction if not to invite it.

* *

*

"But another objection is made to the act of 1855, which goes to its substance. The act, it is said, is in conflict with that provision of the Constitution which declares that the legislature shall pass no act renewing or extending a special act of incorporation. Article 15, § 8. The act of 1855, it is said, undertook to do this; and, as the legislature could not do it originally, neither could it afterwards confirm and validate the void attempt. We think the relator misconceives the act. It does not purport or attempt to renew or extend any special act of incorporation. The general purpose is to enable the Detroit & Pontiac Railroad Company to take a new name, and under such new name to extend its road from Pontiac to Lake Michigan. There was nothing in this opposed to the Constitution, either in letter or spirit. And this answers a further objection, that the act of 1855 created a new corporation in violation of article 15, § 1, of the Constitution. We do not so understand it.

"It is further contended that an act approved February 10, 1859 [Act No. 96, Laws 1859], under which the railroad company is supposed to have been reorganized after the sales on foreclosure, was without validity for that purpose for the two reasons: First, that it was without validity when passed; and, second, that it has since, by implication, been repealed. The act is entitled 'An act in relation to mortgages against preferred stock in, and the delivery of goods by, railway companies.' Here it is said are two or more objects expressed, and therefore the act is invalid under the Constitution. Article 4, § 20. This is a somewhat technical objection, and we are not disposed to consider it after this great lapse of time. But it may be proper to remark that the act did not bring together subjects totally foreign to each other. The whole act concerned railways; and, if it can be considered a technical disregard of the Constitution, it was

probably inadvertent. The repeal of the act is supposed to have been accomplished either by the amendment of the general railroad law by an act passed in 1872 (Act No. 53, Laws 1872), or by the general revision of that law in 1873 (Act No. 198, Laws 1873), both of which covered the same general subject. But we do not agree in this. Those acts must be understood to refer to companies organized under the general railroad law, while the act of 1859 evidently had other companies in view. It speaks of railway companies-a term not made use of in the general law, but which the company succeeding the Detroit & Pontiac had taken as a part of its new name. It is suggested, rather than urged, that the legislature had no constitutional power to pass the act of February 10, 1859, as applicable to chartered corporations, because the effect was to create new corporations with the old chartered powers. But the purpose of the act was to permit the creditors of chartered corporations to enforce their demands by a sale and transfer of the franchises; and this would be impossible if the sale were of itself to operate as a destruction of the franchises. The act merely gave a remedy for the enforcement of debts; and, as franchises were to be sold for the satisfaction of debts, it provided a method whereby they might be kept alive.

"We have now considered the questions raised, so far as seems necessary to a determination of the main question whether the defendants are guilty of the usurpation charged upon them, and are clearly of the opinion that they are not. It may be proper to refer to the case of Cook v. Railway Co., 43 Mich. 349 (5 N. W. 390), in which the validity of that corporation was indirectly recognized, though importance is not attached to it except as a part of the public history of the company."

The parties in this case are the same as they were in that. On the one side, in both suits, is the State, attacking the validity of the respondent's charter; on the other side, in both suits, is the railroad company, maintaining its special charter. The subject-matter of both suits is the same. The issue is the same. There were no two issues in the former suit, one of which the court decided, and one of which it did not.

This court said, speaking through the same learned Justice as in the Joy Case: