utes allow a reasonable time after they take- a a liability created by statute law, and to be, | rist says that "it is essential that such stattherefore, inapplicable to the common-law liability arising from the relation of a director to his corporation. Brinckerhoff v. Bostwick, 99 N. Y. 185. The amendment broadened the provisions of the section so as to embrace all causes of action against directors. The present cause of action is alleged to have accrued in May, 1893, and this plaintiff was appointed receiver in 1895. When he cominenced this action, in 1898, only about four years and ten months of the six years had expired which had constituted, prior to the amendment of § 394, the limitation of time for its commencement. The question is, Was the amendment of the section in 1897 a valid exercise of legislative power as to the plaintiff, and effectual to bar the remedy formerly available to him? The amendatory act of 1897 became a law on April 16 of that year, but by its 2d section it provided that it should take effect September 1, 1897, thus leaving an intervening period of time of four months and fourteen days between its passage and its taking effect. It was held at the appellate division that the act was invalid, because no time whatever was given to the plaintiff, after it went into effect, within which to commence his action. No reservation was made by the terms of the act in favor of liabilities which were in existence at the time the act went into effect, nor was any time allowed within which to commence an action after the act became effectual. I can find no authority, and I am not referred to any in this state, upon the point which is thus raised; while outside of this state it may be said that a number of cases hold adversely to the view taken by the appellate division. Smith v. Morrison, 22 Pick. 430; Stine v. Bennett, 13 Minn. 153 (Gil. 138); Duncan v. Cobb, 32 Minn. 460; Eaton v. Manitowoc County Supers. 40 Wis. 668; Hedger v. Rennaker, 3 Met. (Ky.) 255; Hart v. Bostwick, 14 Fla. 180; Wrightman v. Boone County, 82 Fed. Rep. 412. plain principle of constitutional law." I incline to the view that the position taken by the appellate division in this action is, on the whole, the preferable one. It establishes a simple and a salutary rule in the enactment of statutes of limitation, which leaves no room for construction and doubt, and which harmonizes with the principle that recognizes a statute as speaking the moment. it takes effect. That a party is chargeablewith knowledge of the passage of a statute which alters an existing law, whereby his claim may be affected, is undoubtedly true in law; but I do not consider that that is a sufficient or satisfactory answer to the proposition that, when the legislature makes a new statute of limitations, it should makesome provision therein that, after the statute takes effect, parties whose rights of action are to be affected by the new law shall have a reasonable period within which to prosecute their claims. It should not be left to supposition and inference from the circumstances. There is no question as to the power of the legislature to pass or to shorten statutes of limitation. A party has no more a vested interest in the time for the commencement of an action than he has in the form of the action. The only restriction upon the legis lature in the enactment of statutes of limita The doctrine of these cases would seem to be that, if an act affords a reasonable opportunity for parties to commence actions between the time of its passage and the time when, by its terms, it is to go into effect, the legislative power has been constitutionally exercised. The doctrine rests, evidently, upon the theory that, as the act has become the tion is that a reasonable time be allowed for law of the state upon its passage, all persons suits upon causes of action theretofore existare to be presumed to have notice of its pro- ing. Rexford v. Knight, 11 N. Y. 308; Peovisions, and, if the period of time interven-ple v. Turner, 117 N. Y. 227. The question ing until it becomes effectual is not to be regarded as a saving period for the enforcement of existing causes of action, there is no reason in the provision for its taking effect at a future day. On the other hand, we have the opinion of Judge Cooley in Price v. Hopkin, 13 Mich. 318, in support of the proposition that the statute begins to speak the moment it takes effect, and not before, and therefore, that the period of time intervening between its passage and its taking effect is not to be counted. In his work on Constitutional Limitations (*366), that eminent ju of reasonableness, naturally and primarily, is with the legislature; and when the question is brought before the court the surrounding circumstances are regarded in determining whether the legislature, in prescribing a period of limitation, has erred to the prejudice of substantial rights. The right possessed by a person of enforcing his claim against another is property: and if a statute of limitations, acting upon that right, deprives the claimant of a reasonable time within which suit may be brought, it violates the constitutional provision that nc person shall be deprived of property without | which he might bring the suit after the statdue process of law. The plaintiff in the present case, as re ceiver, is asserting a right of action which existed in the corporation, viz., to hold its directors, as its agents, to a liability to make good the damage caused to the corporate property by their wrongful acts. That was a liability existing &t common law, and the statute allowed to him the period of six years from the time it arose within which to prosecute it. When, subsequently, the legislature curtailed his right to sue, by an amendment, in 1897, of the general statute of limitations, which allowed no time in ute had come into operation, he had the The order should be affirmed, with costs.. MICHIGAN SUPREME COURT. Messrs. Warner, Codd, & Warner, for appellees: Complainants, as taxpayers, have a right to file a bill to determine the question involved. Campbell v. Wyandotte, 105 Mich. 2; Robinson v. Detroit, 107 Mich. 168; Cooley, Taxn. 2d ed. 764 et seq.; Crampton v. Zabriskie, 101 U. S. 601, 25 L. ed. 1070; Campbell v. Western Electric Light Co. 113 Mich. 333; Curtenius v. Hoyt, 37 Mich. 583; People, Ayres, v. State Auditors, 42 Mich. 422; McCoy v. Briant, 53 Cal. 247; Withington v. Harvard, 8 Cush. 66; Baltimore v. Gill, 31 Md. 375; Merrill v. Plainfield, 45 N. H. 126; 10 Am. & Eng. Enc. Law, p. 963, note. The provision of the charter is mandatory, and a contract made in violation of its requirements is illegal. Dill. Mun. Corp. 3d ed. § 466; Brady v. APPEAL by defendants from a judgment of the Circuit Court for Wayne County New York, 20 N. Y. 312; People, Coughlin, in favor of plaintiffs in a suit brought to env. Gleason, 121 N. Y. 631; Appleby v. New join defendants from confirming a street-im-York, 15 How. Pr. 428; Re Eager, 46 N. Y. provement contract. Reversed. The facts are stated in the opinion. If the rule of stare decisis is to prevail, it would seem to be sufficiently established in this state that the city may solicit bids and contract for a patented pavement. Hobart v. Detroit, 17 Mich. 246, 97 Am. Dec. 185; Motz v. Detroit, 18 Mich. 515; Atty. Gen., Cook, v. Detroit, 26 Mich. 263; Detroit v. Hosmer, 79 Mich. 384. 100; Nash v. St. Paul, 8 Minn. 172, 11 Minn. 174; State, Dunn, v. Barlow, 48 Mo. 17; Brevoort v. Detroit, 24 Mich. 322; Addis v. Pittsburgh, 85 Pa. 379; Campau v. Detroit, 106 Mich. 414; Detroit v. Michigan Paving Co. 36 Mich. 335; Wickwire v. Elkhart, 144 Ind. 305; Platter v. Elkhart County Comrs. 103 Ind. 360. All contracts in which the public are interested, which tend to prevent competition, whenever a statute or known rule of law requires competition, are void. The bids were for an entire work of pav Fishburn v. Chicago, 171 Ill. 338, 39 L. ing the street, not merely for the brick R. A. 482; Chicago v. Rumpff, 45 Ill. 90, 92 alone, and according to the testimony the Am. Dec. 196; People, Peabody, v. Chicago brick might be purchased by anyone at a Gas Trust Co. 130 Ill. 268, 8 L. R. A. 497; fixed price, and the work is done at the gen-Foss v. Cummings, 149 Ill. 353; 2 Beach, eral expense and not by assessment. Re Dugro, 50 N. Y. 513; Baird v. New York, 96 N. Y. 567; Yarnold v. Lawrence, 15 Kan. 129; Worthington v. Boston, 41 Fed. Rep. 23; Harlem Gaslight Co. v. New York, 33 N. Y. 309. NOTE. On the question of municipal contracts for work or articles which embody patented invention, see Kilvington v. Superior (Wis.) 18 L. R. A. 45. Modern Law of Contracts, § 1108. Under the charter requirements, the board of public works has not the right to limit the bidding to any definite number of kinds or makes of brick. Fishburn v. Chicago, 171 Ill. 338, 39 L. R. A. 482; Carroll v. Philadelphia, 6 Pa. Dist. R. 397; Mazet v. Pittsburgh, 137 Pa. 548; Re Eager, 46 N. Y. 105; Nicolson Pave ment Co. v. Painter, 35 Cal. 699; Burgess v. | approved by the board of public works, and Jefferson, 21 La. Ann. 143. Where the thing or material desired by the municipality is patented, and the patent is held by a single firm or person, it is held by some courts that the charter or statutory provisions requiring an advertisement and a letting to the lowest bidder has no application. But other courts, and these constitute the majority, take a different view, and hold that the statutory provision still applies. Nicolson Pavement Co. v. Painter, 35 Cal. 699; Burgess v. Jefferson, 21 La. Ann. 143; Dean v. Charlton, 23 Wis. 590, 99 Am. Dec. 205; Dean v. Borchsenius, 30 Wis. 236; Barber Asphalt Pav. Co. v. Hunt, 100 Mo. 22, 8 L. R. A. 110; Dill. Mun. Corp. 3d ed. § 467. The existing condition involves a gross monopoly in favor of the Nelsonville people. The agents of municipal corporations must maintain themselves within the law, in the matter of awarding contracts; and if through fraud, or manifest error, not within the discretion confided in them, they are proceeding to make a contract which will illegally cast upon taxpayers a substantially larger burden of expense than is necessary, the courts will interfere by injunction to the effect of restricting their action to proper bounds. Times Pub. Co. v. Everett, 9 Wash. 518; Beach, Pub. Corp. §§ 634, 635; Dill. Mun. Corp. § 922; Crampton v. Zabriskie, 101 U. S. 601, 25 L. ed. 1070; Baltimore v. Keyser, 72 Md. 106; People, Negus, v. Dwyer, 90 N. Y. 402; High, Inj. §§ 1251-1253. The charter provision was passed to protect the interests of the citizens of the city, and not the interest which the bidders might have in the premises. Talbot Paving Co. v. Detroit, 109 Mich. 657; Times Pub. Co. v. Everett, 9 Wash. 518. While, however, the lowest bidders may not be entitled to have the bid awarded to them, yet, as taxpayers, they may bring suit to enjoin the performance of a contract therefor, awarded to a higher bidder, though their action is prompted by other considerations than their liability to excessive taxation. re equal to approved samples in its office, and that each bidder should state in his bid the kind of brick that his proposition was based upon, which should be of such kind as had been approved by the board of public works. In December, 1897, tests were made under the direction of the board, and three kinds of brick were approved, viz., Nelsonville, Metropolitan, and Century. On April 29, 1898, the board advertised for proposals for repaving Atwater and other streets according to these specifications, each bidder being quested to name in his bid a separate price on each of the three kinds of brick mentioned. The complainants were bidders, as was also John McLaughlin. His bid named the kinds of brick which he proposed to use. The bid of the complainants did not, but was accompanied by a letter, which stated that they proposed to furnish “paving blocks of established reputation, that have been tested by the city of Detroit, by your body, and also the common council, and which have demonstrated in that test, and also in use in different cities, to be at least equal to the Metropolitan, Century, and Nelsonville blocks; and we are prepared to enter into a contract, and guarantee these goods equal to those named." The board of public works rejected the bid of Holmes & Strachan for the reason that it did not name the kind of brick, as mentioned in the advertisement, and as required by the specifications, and reported the bid of McLaughlin as the lowest bid to the common council, accompanied with the proper contract for confirmation. The bid of Holmes & Strachan named a lower price than the bid of McLaughlin for which they would do the work. The object of the present suit on the part of complainants is to restrain the common council from confirming the McLaughlin contract. ground upon which this relief is asked is that the sale of the three kinds of brick in Detroit is controlled by one Stevens, who, as agent for the manufacturer, has exclusive authority in that market, and that there was therefore a monopoly, and no competition in the bidding. The circuit court so held, and the board was enjoined from executing the Times Pub. Co. v. Everett, 9 Wash. 518; contract. Mazet v. Pittsburgh, 137 Pa. 548. Hooker, J., delivered the opinion of the .court: The law creating the board of public works of the city of Detroit provides that all paving shall be done "upon contract and upon specifications to be prepared by said board and approved by the common council," and directs that "the board shall advertise for proposals to execute the work according to plans and specifications, and the board may contract with the lowest responsible bidder." 3 Loc. Laws 1873, p. 175, § 18. The board adopted specifications for repaving its streets, and these were approved by the common council. It was apparently designed to have some uniform rule. These provided that all bricks should be of a quality to be The Complainants' proposition seems to be that, under the charter, no paving contract shall be let which involves the use of any material which, by reason of its exclusive production, is not subject to competition, or perhaps, more accurately, complainant's claim is that such contract cannot be made for the use of such material except when it has been subjected to a competition with some other material. This would result in some serious consequences. If such is the rule, the city' may be denied the right to have the pavement that it wants, because someone is will ing to furnish something else, that may be thought equally good, for a less price. One or two blocks of a street may be paved with Nelsonville brick, but, when it is desired to extend the pavement, they cannot take bids, and proceed to pave with the same, if some other brick can be obtained cheaper. It may until many of our best citizens refuse to give be that the cheaper price is made by interest- to municipalities the benefit of their services, ed parties, at a loss, to injure a rival, or for lest they be subjected to such charges. These some other ulterior purpose, or because of things are so common that we may properinsolvency, or it may be untried brick, or it ly take notice of them, and we may well may happen that the competing brick is not doubt a construction of a law which shall likely to be thereafter obtainable for re- encourage them and produce such results. pairs. But this would make no difference. A more sensible view to take would seem to The city must be subjected to these dangers be that those charged with the making of and inconveniences, because it can obtain a an improvement should determine definitely lower bid. Thus, a pavement would be like- what is wanted, and then advertise for bids, ly to be of a variegated pattern. This doc- and let the contract to the lowest responsible trine, carried out to its logical consequen- bidder, leaving him to procure the material ces, would prevent a city from doing any required as best he may. Such is the view public work after an intelligent and well- entertained by many eminent jurists. There digested plan, and the harmony and beauty are others who have thought it necessary to of public improvements would be impaired. eliminate every element of monopoly, in a Whenever any article that should be the sub- vain effort to prevent any corruption whatject of a monopoly should be found to enter ever, and permit the use of no materials into a building or other improvement, the which could not be bought in the open marcontract would be void, and payment could ket, or at least from competitive bidders. be enjoined by any taxpayer, if complain- Such a case is Fishburn v. Chicago, 171 Ill. ant's claim rests on solid ground. In this 338, 39 L. R. A. 482, where it was held that age of improvement and competition, we specifications could not lawfully restrict bidshould not hold that municipalities are de- ders to the use of one kind of asphaltum, nied the most modern methods and improve- which was produced by one concern. ments, unless it is clear that they have been strongest argument of that case is the folprohibited. Many valuable innovations in-lowing, which probably states the merits of volve patents; others are introduced through agencies, as in this case; and they are therefore practically controlled by one person or firm. Again, some kinds of stone come from a single quarry; limes and cements differ in quality, and some may not be safely used; and in many instances the superiority of a given article is generally recognized. In this instance the fact that the Nelsonville brick are handled by a single agent has no especial significance, for back of the agent is the principal; and it goes without saying that he fixes the price, and has his monopoly, whether he has one agent or more. The the question as strongly as it can be stated. "But it may be said, cities, in the construction of public improvements, ought to have, as have individuals in the construction of private structures, the right to select for use the article or substance best fitted and adapted to the purpose, and that to deprive the public of the right to select and use such superior articles is opposed to public policy, and positively disadvantageous to the public. The force of this argument must, of course, be admitted; but, upon reflection, it is readily seen it is not necessary to foster and create a monopoly, and prevent competition in the letting of public contracts, by providing in ordinances that a certain sub The gist of the complainants' claim is that the city cannot specify the brick or other material inade and controlled by one manufac-stance or article, and no other, shall be used. turer, but must open the proposed improve- If it be the judgment of the city council that ment to competitors, and submit to the con- the most suitable and best material to be sequences of competition. It is to the inter- used in any contemplated improvement is the est of the greater number of manufacturers product of some particular mine or quarry, to have such a rule adopted, yet it is not a or some substance or compound which is in rule that private persons adopt in their own the control of some particular firm or corpo matters, for obvious reasons. This depart-ration, the ordinance might be so framed as ure from such business principles is based to make such production, substance, or comupon the danger of supposed venality of pub-pound the standard of quality and fitness. lic officials. The consequence is that, when and to require that material equal in all rea public work is to be undertaken, those hav-spects to it should be employed. An ordiing it in charge are seldom left to conduct narce making it indispensable that an artitheir negotiations, make the contracts, and cle or substance in the control of but a ceranswer to the public for a faithful perform-tain person or corporation shall be used in ance of duty. Everyone who has anything the construction of a public work must necesto sell insists on being heard; one accuses an- sarily create a monopoly in favor of such other of bribery; the board having the mat-person or corporation, and also limit the perter in charge, and its individual members, sons bidding to those who may be able to are accused of corruption; and after the make the most advantageous terms with the award the work is delayed by litigation and injunctions, to the great inconvenience and cost of the taxpayers, and almost uniformly without any good result. So prevalent are these practices that they have become most serious obstacles to public improvement, and prolific sources of slander and vituperation, favored person or corporation. If all the ordinances adopted by the city council of the city of Chicago providing for the paving of streets and public places in the city should select the stock in trade of a particular firm or corporation as the only material to be used in making such street improvements, the evil would be intolerable; and, if they may | crematory was a patented one, the contract lawfully select such article in one ordinance, was void, on the ground that there could it cannot be unlawful to make it the settled not be fair competition in bidding for the policy of the city that material for paving work, which by the charter was required to streets shall be purchased of but one seller. be let to the lowest bidder. Rev. Stat. § Because the error of the court in ruling the 921. The case of Dean v. Charlton was deproffered testimony was inadmissible, the cided by a divided court, and there was a judgment must be reversed, and the cause vigorous and able dissenting opinion by Chief remanded." This case seems to rest on Illi- Justice Dixon. The legislature subsequently nois decisions. validated the assessments so held void in that case, and in Mills v. Charleston, 29 Wis. 400, 9 Am. Rep. 578, and Dean v. Borchsenius, 30 Wis. 236, the validity of this legisdirect question involved in that case, which was in respect to assessments against abutting lots for paving the street, has not been before the court; but in Dean v. Charlton the majority of the court, after commenting upon the case of Harlem Gaslight Co. v. New York, 33 N. Y. 309, expressly disclaimed deciding whether the city might not have contracted for laying such pavement at its own expense, under its general municipal powers, which is really the question here presented. In view of the legislation which followed Dean v. Charlton, and the fact that it was decided by a divided court, and the general tenor of subsequent decisions, and the further fact that patented methods and processes now enter so largely into various classes and kinds of public work, we are not disposed to extend the rule of that case be We are cited to the case of Dean v. Charl ton, 23 Wis. 590, 99 Am. Dec. 205, where it was held: "Where a city was empowered by its charter to improve streets at the ex-lation was sustained. Since that time the pense of adjoining lotowners, but required to let all such work to the lowest bidder, it could not contract for laying a pavement at the expense of such lotowners, the right to lay which was patented, and owned by one firm." It is obvious that a patented article is much more certain to be the subject of a monopoly than brick manufactured from certain clay and by certain parties, and therefore much more likely to require the application of the rule contended for. Yet this court has held that such may be specified by cities. Atty. Gen., Cook, v. Detroit, 26 Mich. 263. In Counsel secks to draw the line at patented articles, but we see no distinction between brick made by the Nelsonville company under patents, and brick made by the same company, but not under patents. In the concurring opinion of the late Chief Justice Chris-yond the particular point there decided. tiancy in the case cited, he places a construc- Hobart v. Detroit, 17 Mich. 246, 97 Am. Dec. tion upon such laws as that under discussion 185, and Motz v. Detroit, 18 Mich. 515, dewhich commends itself to our approval. He cided at about the same time, a contrary says: "When the pavement of a street is in conclusion was reached; and in Nicolson Pavecontemplation, there are two kinds of compe- ment Co. v. Painter, 35 Cal. 699, and Burtition which it is very desirable to create gess v. Jefferson, 21 La. Ann. 143, the rule among those who may wish to undertake the of the majority of the court in Dean v. Charlwork: First, that between the different ton was sustained. Since then, in Re Dugro, kinds of pavement, or those prepared to en- 50 N. Y. 513, the question has been decided gage in putting them down; and, second, that in conformity with Hobart v. Detroit, 17 between parties prepared to put down the Mich. 246, 97 Am. Dec. 185, and other like same kind. It is the latter species of compe- cases; and in Yarnold v. Lawrence, 15 Kan. tition only which the charter requires the 129, 131, Brewer, J., notices the diversity of city officers to take measures to secure, judicial opinion on the question, and is inand it is for this purpose only that it re-clined to favor the views of the courts of quires publication of the notice, plans, and specifications. But those bids only which had reference to the same particular kind, and to the same specifications, could be considered as competing bids, for the purpose of determining who was the lowest bidder, within the meaning of the charter." In Kilvington v. Superior, 83 Wis. 222, 18 L. R. A. 45, it was held: "The fact that the mode of building the crematory was patented did not render a contract therefor invalid under § 921, Rev. Stat. (requiring it to be let to the lowest bidder), where the entire work was done at the general expense of the village, and the use of the patent was offered to the village and to all contractors at a fixed price, and there was free competition as to everything else. Dean v. Charlton, 23 Wis. 590, 99 Am. Dec. 205, distinguished and limited." The court said: "Upon the authority of Dean v. Charlton, 23 Wis. 590, 99 Am. Dec. 205, it is contended that, as the mode of building the Michigan and New York. Baird v. New York, 96 N. Y. 567. In the present case there was a definite well-settled price for the patent and specifications at which it was held and offered to the city and all contractors. which would limit the recovery of the patentee, so that in fact there was free competition for the work and materials, and all else except the patent. The city had the benefit of all the competition of which the nature of the work admitted; and in such cases, where the entire work is done at the general expense of the city, the statute ought not to be so construed as to exclude the city from availing itself of desirable patented works or improvements, as to which there is but one price, and for which there can, in the nature of the case, be no competition, and when for performing the work and furnishing mate rials the advantage of competition is secured. While the rule of Dean v. Charlton, 23 Wis. 590, 99 Am. Dec. 205, may be upheld as ap |