/law im-PAIR-ing thuh ob-li-GAY-shun of KON-trakts/·constitutional clause
Also known as:laws impairing the obligation of contracts · impairing the obligation of contracts · Contracts Clause · contract clause violation
Written by attorneys — see sources below.
A constitutional prohibition barring states from enacting legislation that substantially alters the rights and duties established by existing contracts. The prohibition protects the stability of contractual expectations against retroactive legislative interference.
How its tested
Common Examples
6
Rent Reduction Statute Challenged
Landmark Realty leased retail space to a tenant under a pre-existing agreement requiring full monthly rent and permitting eviction for nonpayment. State A then enacted a statute allowing tenants to pay only sixty percent of contracted rent for nine months and barring eviction for the shortfall. Landmark Realty sued, claiming the statute impaired its contractual rights under the lease.
Mortgage Extension Law Tested
Lorenzo Lugo held a mortgage with Harbor Trust requiring repayment on a fixed schedule at market interest. State N passed an act extending all existing mortgage repayment periods by three years and capping interest rates without individualized review. Harbor Trust sued for a declaration that the act impaired its contractual rights.
Seminole Tribe of Florida v. Florida517 U.S. 44, 106 (1996)
In 1988 Congress enacted the Indian Gaming Regulatory Act to provide a statutory basis for the operation of gaming by Indian tribes. The Act divides gaming on Indian lands into three classes. Class III gaming includes slot machines, casino games, banking card games, dog racing, and lotteries. Such gaming is lawful only when conducted in conformance with a Tribal-State compact entered into by the Indian tribe and the State.
The Act imposes upon the States a duty to negotiate in good faith with an Indian tribe toward the formation of such a compact. It authorizes a tribe to bring suit in federal court against a State in order to compel performance of that duty. The Seminole Tribe of Florida requested that the State of Florida enter into negotiations for a compact governing class III gaming on the Tribe's lands.
When the State refused to negotiate, the Tribe filed suit in September 1991 in the United States District Court for the Northern District of Florida against the State and its Governor, Lawton Chiles. The Tribe invoked jurisdiction under 25 U.S.C. § 2710(d)(7)(A), as well as 28 U.S.C. §§ 1331 and 1362. It alleged that respondents had refused to enter into any negotiation for inclusion of certain gaming activities in a tribal-state compact, thereby violating the requirement of good faith negotiation contained in § 2710(d)(3).
The State moved to dismiss the complaint, arguing that the suit violated the State's sovereign immunity from suit in federal court. The District Court denied the motion. On interlocutory appeal, the Court of Appeals for the Eleventh Circuit reversed. It held that the Eleventh Amendment barred the Tribe's suit against the State and that the doctrine of Ex parte Young did not permit a suit against the Governor to enforce the statutory duty. The Eleventh Circuit remanded with directions to dismiss the suit.
The Supreme Court granted certiorari in 1995 to consider whether the Eleventh Amendment prevents Congress from authorizing suits by Indian tribes against States for prospective injunctive relief to enforce legislation enacted pursuant to the Indian Commerce Clause and whether the Ex parte Young doctrine permits suits against a State's Governor for such relief.
Lakeshore Industries held coal leases allowing extraction subject only to then-existing subsidence rules. The state later enacted stricter subsidence controls that prevented full extraction under those leases. Lakeshore Industries challenged the new rules as impairing its contractual rights.
Keystone Bituminous Coal Association v. DeBenedictis480 U.S. 470 (1987)
In 1966 the Pennsylvania Legislature enacted the Bituminous Mine Subsidence and Land Conservation Act to address land subsidence caused by underground coal mining. The Act authorizes the Department of Environmental Resources to implement and enforce a comprehensive program preventing or minimizing subsidence and consequent damage to surface structures. Section 4 prohibits mining that causes subsidence damage to public buildings, dwellings used for human habitation, and cemeteries, and generally requires that 50 percent of the coal beneath such structures remain in place to provide surface support.
Petitioners are an association of coal producers and several of its member corporations engaged in underground bituminous coal mining in western Pennsylvania. They own, lease, or control substantial coal reserves and associated support estates beneath surface properties affected by the Subsidence Act. Many of these interests were severed from the surface estate between 1890 and 1920, and petitioners or their predecessors typically acquired waivers of liability for subsidence damage along with rights to deposit wastes, provide drainage and ventilation, and erect surface facilities.
In 1982 petitioners filed a civil rights action in the United States District Court for the Western District of Pennsylvania against the Secretary of the Department of Environmental Resources and other officials. They sought to enjoin enforcement of the Subsidence Act and its implementing regulations, alleging that Section 4 and Section 6 effected a taking of their property without compensation and that Section 6 impaired their contractual obligations. The parties entered a stipulation of facts concerning the facial challenge and filed cross-motions for summary judgment.
The District Court granted summary judgment in favor of the Department officials. The Court of Appeals for the Third Circuit affirmed. The Supreme Court granted certiorari to consider the constitutional challenges to the Subsidence Act.
Petitioners have never claimed that the Subsidence Act makes it commercially impracticable for them to continue mining their bituminous coal interests in western Pennsylvania, nor have they identified any specific mine rendered unprofitable by the statute. The evidence in the record shows that enforcement of the 50 percent rule has required petitioners to leave less than 27 million tons of coal in place. This applies across 13 mines containing over 1.46 billion tons. It amounts to less than 2 percent of the total coal in those operations.
Lila Lin owned a bridge franchise granted by the state under a charter allowing toll collection for a fixed term. The state later authorized a competing public bridge that diverted traffic and reduced toll revenue. Lin sued, alleging the authorization impaired the obligation of her franchise contract.
West River Bridge Co. v. Dix47 U.S. 507, 545-546 (1848)
In 1795 the Vermont legislature created the West River Bridge Company as a corporation. It granted the company the exclusive privilege of erecting a bridge over West River within four miles of its mouth together with the right to collect tolls for one hundred years. The company constructed the bridge, maintained it, and collected tolls until the proceedings that gave rise to this litigation.
On November 19, 1839, Vermont enacted a general statute empowering county courts to lay out highways and assess damages to landholders. A companion statute declared that the Supreme and County Courts could take any real estate, easement, or franchise of any turnpike or other corporation when the public good required a public highway. The same compensation rules used for private property applied to such takings.
Joseph Dix and others petitioned the Windham County Court. That court entered judgment establishing a public road that passed over the West River Bridge. The judgment converted the bridge into a free public highway and awarded compensation to the company for the appropriation and extinguishment of its franchise. The company removed the judgment by certiorari to the Supreme Court of Vermont, which affirmed the county court's decision.
While the law proceeding was pending, the West River Bridge Company filed a bill in the chancery court of the first judicial circuit seeking an injunction against the highway proceedings. The chancellor sustained a demurrer and dismissed the bill. The Vermont Supreme Court affirmed that decree on appeal. The company prosecuted two writs of error to the United States Supreme Court from the Vermont Supreme Court's judgments, one arising from the law proceeding and one from the equity proceeding, both brought under section 25 of the Judiciary Act.
Liam Larson held a mortgage requiring prompt foreclosure upon default. During an economic emergency the state enacted a temporary moratorium extending redemption periods on existing mortgages. Larson sued the state, claiming the moratorium impaired the contractual foreclosure rights.
Home Building & Loan Association v. Blaisdell290 U.S. 398, 54 S.Ct. 231, 78 L.Ed. 413 (1934)
The Blaisdells executed a mortgage on their property in Minneapolis to the Home Building & Loan Association on August 1, 1928. The mortgage contained a valid power of sale by advertisement. After default, the mortgage was foreclosed and the property sold to the Association on May 2, 1932, for $3700.98. The period of redemption under the law then in effect was set to expire on May 2, 1933.
On April 18, 1933, Minnesota enacted Chapter 339 of the Laws of 1933, known as the Mortgage Moratorium Law. The statute authorized district courts to extend the period of redemption from foreclosure sales for such additional time as the court deemed just and equitable, not beyond May 1, 1935, upon condition that the mortgagor pay a reasonable part of the income or rental value toward taxes, insurance, interest, and principal. The Blaisdells applied to the District Court of Hennepin County for an extension of the redemption period.
The district court found that the reasonable rental value of the property was $40 per month and the present market value was $6000. It extended the redemption period to May 1, 1935, requiring the Blaisdells to pay $40 per month to the Association. The Supreme Court of Minnesota affirmed the order.
The Home Building & Loan Association appealed to the United States Supreme Court, which reviewed the judgment sustaining the statute as applied to the preexisting mortgage.
Lattice Systems maintained a pension plan under contracts with employees that set specific funding levels. The state then enacted a statute requiring higher minimum contributions to existing plans. Lattice Systems challenged the statute as impairing its contractual obligations to employees.
Allied Structural Steel Co. v. Spannaus438 U.S. 234 (1978)
Allied Structural Steel Co., an Illinois corporation, maintained a pension plan for its salaried employees that it had adopted in 1963 and qualified under section 401 of the Internal Revenue Code. The plan provided that the company was the sole contributor to the pension trust fund. The company made contributions based on actuarial predictions. It retained the right to amend or terminate the plan at any time and for any reason.
In the event of termination, assets were distributed first to retired employees, then to those eligible for retirement, and finally to other covered employees whose rights had not vested, with employees assured payment only to the extent of the assets. The plan expressly stated that no employee had any right to trust assets upon termination of employment except as provided, and that neither the employer nor trustee was liable beyond the assets.
On April 9, 1974, Minnesota enacted the Private Pension Benefits Protection Act, which applied to private employers of 100 or more employees with at least one Minnesota resident who provided pension benefits under a qualified plan. The Act imposed a pension funding charge on such an employer if it terminated the plan or closed a Minnesota office. It required the employer to purchase deferred annuities for employees with at least 10 years of service whose nonvested benefits would otherwise be forfeited. Periods of employment prior to the Act's effective date were included in the 10-year criterion.
During the summer of 1974, the company began closing its Minnesota office, which had 30 employees, and on July 31 discharged 11 of them. At least nine of the discharged employees had worked for the company for 10 years or more but did not have vested pension rights under the plan.
On August 18, the State notified the company that it owed a pension funding charge of approximately $185,000 under the Act.
The company brought suit in federal district court seeking injunctive and declaratory relief on the ground that the Act unconstitutionally impaired its contractual obligations. A three-judge district court upheld the constitutional validity of the Act as applied to the company. An appeal was taken to the Supreme Court under 28 U.S.C. § 1253, and the Court noted probable jurisdiction.
What constitutes substantial impairment under the Contracts Clause?
A state law substantially impairs a contract when it alters core obligations such as payment amounts, interest rates, or enforcement remedies in pre-existing agreements. Courts examine whether the change undermines the parties' reasonable expectations formed at the time of contracting.
Supporting sources
When may a state justify an impairment of contracts?
A state may justify an impairment if it serves an important and legitimate public purpose such as responding to an economic emergency and if the means chosen are reasonable and narrowly tailored. Temporary measures tied directly to the crisis are more likely to be upheld than permanent or overbroad changes.
Supporting sources
Does the Contracts Clause apply only to private contracts?
The clause primarily restrains state interference with private contractual obligations, though it also limits certain state attempts to escape their own contractual duties. It does not prevent states from regulating future contracts or exercising police powers that affect remedies rather than core obligations.
Supporting sources
How does the Contracts Clause interact with the state's police power?
The clause is not read literally to forbid every modification of contractual remedies. States retain police power to address emergencies, but any impairment must still meet the substantial-impairment, legitimate-purpose, and reasonable-means test rather than evading review entirely.
Supporting sources
473 U.S. 432, 105 S. Ct. 3249, 87 L. Ed. 2d 313 (1985)
…be extended to these classifications. : Constitutional provisions other than the Equal Protection Clause, such as the Contracts Clause, the Just Compensation Clause, or the Due Process Clause, may constrain the extent to which government can upset settled expectations when changing course and the process by which it must…