|Allied Structural Steel Co. v. Spannaus
449 F.Supp. 644, reversed.
[ Stewart ]
[ Brennan ]
Allied Structural Steel Co. v. Spannaus
APPEAL FROM THE UNITED STATES DISTRICT COURT FOR THE DISTRICT OF MINNESOTA
MR. JUSTICE STEWART delivered the opinion of the Court.
The issue in this case is whether the application of Minnesota's Private Pension Benefits Protection Act [n1] to the appellant violates the Contract Clause of the United States Constitution.
In 1974, appellant Allied Structural Steel Co. (company), a corporation with its principal place of business in Illinois, maintained an office in Minnesota with 30 employees. Under the company's general pension plan, adopted in 1963 and qualified as a single-employer plan under § 401 of the Internal Revenue Code, 26 U.S.C. § 401 (1976 ed.), [n2] salaried employees were covered as follows: at age 65, an employee was entitled to retire and receive a monthly pension generally computed by multiplying 1% of his average monthly earnings by the total number of his years of employment with the company. [n3] Thus, an employee aged 65 or more could retire without satisfying any particular length-of-service requirement, but the size of his pension would reflect the length of his service with the company. [n4] An employee could also [p237] become entitled to receive a pension, payable in full at age 65, if he met any one of the following requirements: (1) he had worked 15 years for the company and reached the age of 60; or (2) he was at least 55 years old and the sum of his age and his years of service with the company was at least 75; or (3) he was less than 55 years old but the sum of his age and his years of service with the company was at least 80. Once an employee satisfied any one of these conditions, his pension right became vested in the sense that any subsequent termination of employment would not affect his right to receive a monthly pension when he reached 65. Those employees who quit or were discharged before age 65 without fulfilling one of the other three conditions did not acquire any pension rights.
The company was the sole contributor to the pension trust fund, and each year it made contributions to the fund based on actuarial predictions of eventual payout needs. Although those contributions, once made, were irrevocable in the sense that they remained part of the pension trust fund, the plan neither required the company to make specific contributions nor imposed any sanction on it for failing to contribute adequately to the fund.
The company not only retained a virtually unrestricted right to amend the plan in whole or in part, but was also free to terminate the plan and distribute the trust assets at any time and for any reason. In the event of a termination, the assets of the fund were to go, first, to meet the plan's obligation to those employees already retired and receiving pensions; second, to those eligible for retirement; and finally, if any balance remained, to the other employees covered under the plan whose pension rights had not yet vested. [n5] Employees within each of these categories were assured payment only to the extent of the pension assets. [p238]
The plan expressly stated:
No employee shall have any right to, or interest in, any part of the Trust's assets upon termination of his employment or otherwise, except as provided from time to time under this Plan, and then only to the extent of the benefits payable to such employee out of the assets of the Trust. All payments of benefits as provided for in this Plan shall be made solely out of the assets of the Trust and neither the employer, the trustee, nor any member of the Committee shall be liable therefor in any manner.
The plan also specifically advised employees that neither its existence nor any of its terms were to be understood as implying any assurance that employees could not be dismissed from their employment with the company at any time.
In sum, an employee who did not die, did not quit, and was not discharged before meeting one of the requirements of the plan would receive a fixed pension at age 65 if the company remained in business and elected to continue the pension plan in essentially its existing form.
On April 9, 1974, Minnesota enacted the law here in question, the Private Pension Benefits Protection Act, Minn.Stat. §§ 181B.01-181B.17. Under the Act, a private employer of 100 employees or more -- at least one of whom was a Minnesota resident -- who provided pension benefits under a plan meeting the qualifications of § 401 of the Internal Revenue Code, was subject to a "pension funding charge" if he either terminated the plan or closed a Minnesota office. [n6] The charge was assessed if the pension funds were not sufficient to cover full pensions for all employees who had worked at least 10 years. The Act required the employer to satisfy the deficiency by purchasing deferred annuities, payable to the employees at their normal retirement age. A separate provision [p239] specified that periods of employment prior to the effective date of the Act were to be included in the 10-year employment criterion. [n7]
During the summer of 1974, the company began closing its Minnesota office. On July 31, it discharged 11 of its 30 Minnesota employees, and the following month it notified the Minnesota Commissioner of Labor and Industry, as required by the Act, that it was terminating an office in the State. [n8] At least nine of the discharged employees did not have any vested pension rights under the company's plan, but had worked for the company for 10 years or more, and thus qualified as pension obligees of the company under the law that Minnesota had enacted a few months earlier. On August 18, the State notified the company that it owed a pension funding charge of approximately $185,000 under the provisions of the Private Pension Benefits Protection Act.
The company brought suit in a Federal District Court asking [p240] for injunctive and declaratory relief. It claimed that the Act unconstitutionally impaired its contractual obligations to its employees under its pension agreement. The three-judge court upheld the constitutional validity of the Act as applied to the company, Fleck v. Spannaus, 449 F.Supp. 644, and an appeal was brought to this Court under 28 U.S.C. § 1253 (1976 ed.). [n9] We noted probable jurisdiction. 434 U.S. 1045.
There can be no question of the impact of the Minnesota Private Pension Benefits Protection Act upon the company' contractual relationships with its employees. T he Act substantially altered those relationships by superimposing pension obligations upon the company conspicuously beyond those that it had voluntarily agreed to undertake. But it does not inexorably follow that the Act, as applied to the company, violates the Contract Clause of the Constitution.
The language of the Contract Clause appears unambiguously absolute: "No State shall . . . pass any . . . Law impairing the Obligation of Contracts." U.S.Const., Art. I, § 10. The Clause is not, however, the Draconian provision that its words might seem to imply. As the Court has recognized,
literalism in the construction of the contract clause . . . would make it destructive of the public interest by depriving the State of its prerogative of self-protection.
Although it was perhaps the strongest single constitutional check on state legislation during our early years as a Nation, [n11] the Contract Clause receded into comparative desuetude with the adoption of the Fourteenth Amendment, and particularly with the development of the large body of jurisprudence under the Due Process Clause of that Amendment in modern constitutional history. [n12] Nonetheless, the Contract Clause remains part of the Constitution. It is not a dead letter. And its basic contours are brought into focus by several of this Court's 20th-century decisions.
First of all, it is to be accepted as a commonplace that the Contract Clause does not operate to obliterate the police power of the States.
It is the settled law of this court that the interdiction of statutes impairing the obligation of contracts does not prevent the State from exercising such powers as are vested in it for the promotion of the common weal, or are necessary for the general good of the public, though contracts previously entered into between individuals may thereby be affected. This power, which in its various ramifications is known as the police power, is an exercise of the sovereign right of the Government to protect the lives, health, morals, comfort and general welfare of the people, and is paramount to any rights under contracts between individuals.
One whose rights, such as they are, are subject to state restriction cannot remove them from the power of the State by making a contract [p242] about them. The contract will carry with it the infirmity of the subject matter.
If the Contract Clause is to retain any meaning at all, however, it must be understood to impose some limits upon the power of a State to abridge existing contractual relationships, even in the exercise of its otherwise legitimate police power. The existence and nature of those limits were clearly indicated in a series of cases in this Court arising from the efforts of the States to deal with the unprecedented emergencies brought on by the severe economic depression of the early 1930's.
In Home Building & Loan Assn. v. Blaisdell, 290 U.S. 398, the Court upheld against a Contract Clause attack a mortgage moratorium law that Minnesota had enacted to provide relief for homeowners threatened with foreclosure. Although the legislation conflicted directly with lenders' contractual foreclosure rights, the Court there acknowledged that, despite the Contract Clause, the States retain residual authority to enact laws "to safeguard the vital interests of [their] people." Id. at 434. In upholding the state mortgage moratorium law, the Court found five factors significant. First, the state legislature had declared in the Act itself that an emergency need for the protection of homeowners existed. Id. at 444. Second, the state law was enacted to protect a basic societal interest, not a favored group. Id. at 445. Third, the relief was appropriately tailored to the emergency that it was designed to meet. Ibid. Fourth, the imposed conditions were reasonable. Id. at 445-447. And, finally, the legislation was limited to the duration of the emergency. Id. at 447.
The Blaisdell opinion thus clearly implied that, if the Minnesota moratorium legislation had not possessed the characteristics attributed to it by the Court, it would have been invalid under the Contract Clause of the Constitution. [n13] [p243] These implications were given concrete force in three cases that followed closely in Blaisdell's wake.
In W. B. Worthen Co. v. Thomas, 292 U.S. 426, the Court dealt with an Arkansas law that exempted the proceeds of a life insurance policy from collection by the beneficiary's judgment creditors. Stressing the retroactive effect of the state law, the Court held that it was invalid under the Contract Clause, since it was not precisely and reasonably designed to meet a grave temporary emergency in the interest of the general welfare. In W. B. Worthen Co. v. Kavanaugh, 295 U.S. 56, the Court was confronted with another Arkansas law that diluted the rights and remedies of mortgage bondholders. The Court held the law invalid under the Contract Clause. "Even when the public welfare is invoked as an excuse," Mr. Justice Cardozo wrote for the Court, the security of a mortgage cannot be cut down "without moderation or reason, or in a spirit of oppression." Id. at 60. And finally, in Treigle v. Acme Homestead Assn., 297 U.S. 189, the Court held invalid under the Contract Clause a Louisiana law that modified the existing withdrawal rights of the members of a building and loan association. "Such an interference with the right of contract," said the Court,
cannot be justified by saying that in the public interest t.he operations of building associations may be controlled and regulated, or that, in the same interest, their charters may be amended.
Id. at 196.
The most recent Contract Clause case in this Court was United States Trust Co. v. New Jersey, 431 U.S. 1. [n14] In [p244] that case, the Court again recognized that, although the absolute language of the Clause must leave room for "the ‘essential attributes of sovereign power,' . . . necessarily reserved by the States to safeguard the welfare of their citizens," id. at 21, that power has limits when its exercise effects substantial modifications of private contracts. Despite the customary deference courts give to state laws directed to social and economic problems,
[l]egislation adjusting the rights and responsibilities of contracting parties must be upon reasonable conditions and of a character appropriate to the public purpose justifying its adoption.
Id. at 22. Evaluating with particular scrutiny a modification of a contract to which the State itself was a party, the Court in that case held that legislative alteration of the rights and remedies of Port Authority bondholders violated the Contract Clause because the legislation was neither necessary nor reasonable. [n15]
In applying these principles to the present case, the first inquiry must be whether the state law has, in fact, operated as a substantial impairment of a contractual relationship. [n16] [p245] The severity of the impairment measures the height of the hurdle the state legislation must clear. Minimal alteration of contractual obligations may end the inquiry at its first stage. [n17] Severe impairment, on the other hand, will push the inquiry to a careful examination of the nature and purpose of the state legislation.
The severity of an impairment of contractual obligations can be measured by the factors that reflect the high value the Framers placed on the protection of private contracts. Contracts enable individuals to order their personal and business affairs according to their particular needs and interests. Once arranged, those rights and obligations are binding under the law, and the parties are entitled to rely on them.
Here, the company's contracts of employment with its employees included as a fringe benefit or additional form of compensation, the pension plan. The company's maximum obligation was to set aside each year an amount based on the plan's requirements for vesting. The plan satisfied the current federal income tax code and was subject to no other legislative requirements. And, of course, the company was free to amend or terminate the pension plan at any time. The company thus had no reason to anticipate that its employees' [p246] pension rights could become vested except in accordance with the terms of the plan. It relied heavily, and reasonably, on this legitimate contractual expectation in calculating its annual contributions to the pension fund.
The effect of Minnesota's Private Pension Benefits Protection Act on this contractual obligation was severe. The company was required in 1974 to have made its contributions throughout the pre-1974 life of its plan as if employees' pension rights had vested after 10 years, instead of vesting in accord with the terms of the plan. Thus, a basic term of the pension contract -- one on which the company had relied for 10 years -- was substantially modified. The result was that, although the company's past contributions were adequate when made, they were not adequate when computed under the 10-year statutory vesting requirement. The Act thus forced a current recalculation of the past 10 years' contributions based on the new, unanticipated 10-year vesting requirement.
Not only did the state law thus retroactively modify the compensation that the company had agreed to pay its employees from 1963 to 1974, but also it did so by changing the company's obligations in an area where the element of reliance was vital -- the funding of a pension plan. [n18] As the Court has recently recognized:
These [pension] plans, like other forms of insurance, depend on the accumulation of large sums to cover contingencies. The amounts set aside are determined by a painstaking assessment of the insurer's likely liability. Risks that the insurer foresees will be included in the [p247] calculation of liability, and the rates or contributions charged will reflect that calculation. The occurrence of major unforeseen contingencies, however, jeopardizes the insurer's solvency and, ultimately, the insureds' benefits. Drastic changes in the legal rules governing pension and insurance funds, like other unforeseen events, can have this effect.
Los Angeles Dept. of Water & Power v. Manhart, 435 U.S. 702, 721.
Moreover, the retroactive state-imposed vesting requirement was applied only to those employers who terminated their pension plans or who, like the company, closed their Minnesota offices. The company was thus forced to make all the retroactive changes in its contractual obligations at one time. By simply proceeding to close its office in Minnesota, a move that had been planned before the passage of the Act, the company was assessed an immediate pension funding charge of approximately $185,000.
Thus, the statute in question here nullifies express terms of the company's contractual obligations and imposes a completely unexpected liability in potentially disabling amounts. There is not even any provision for gradual applicability or grace periods. Cf. the Employee Retirement Income Security Act of 1974 (ERISA), 29 U.S.C. §§ 1061(b)(2), 1086(b), and 1144 (1976 ed.). See n. 23, infra. Yet there is no showing in the record before us that this severe disruption of contractual expectations was necessary to meet an important general social problem. The presumption favoring "legislative judgment as to the necessity and reasonableness of a particular measure," United States Trust Co., 431 U.S. at 23, simply cannot stand in this case.
The only indication of legislative intent in the record before us is to be found in a statement in the District Court's opinion:
It seems clear that the problem of plant closure and pension plan termination was brought to the attention [p248] of the Minnesota legislature when the Minneapolis-Moline Division of White Motor Corporation closed one of its Minnesota plants and attempted to terminate its pension plan.
449 F.Supp. at 651. [n19]
But whether or not the legislation was aimed largely at a single employer, [n20] it clearly has an extremely narrow focus. It applies only to private employers who have at least 100 employees, at least one of whom works in Minnesota, and who have established voluntary private pension plans, qualified under 401 of the Internal Revenue Code. And it applies only when such an employer closes his Minnesota office or terminates his pension plan. [n21] Thus, this law can [p249] hardly be characterized, like the law at issue in the Blaisdell case, as one enacted to protect a broad societal interest, rather than a narrow class. [n22]
Moreover, in at least one other important respect, the Act does not resemble the mortgage moratorium legislation whose constitutionality was upheld in the Blaisdell case. This legislation, imposing a sudden, totally unanticipated, and substantial retroactive obligation upon the company to its employees, [n23] was not enacted to deal with a situation remotely approaching the broad and desperate emergency economic conditions of the early 1930's -- conditions of which the Court in Blaisdell took judicial notice. [n24]
Entering a field it had never before sought to regulate, the Minnesota Legislature grossly distorted the company's existing contractual relationships with its employees by superimposing retroactive obligations upon the company substantially [p250] beyond the terms of its employment contracts. And that burden was imposed upon the company only because it closed its office in the State.
This Minnesota law simply does not possess the attributes of those state laws that, in the past, have survived challenge under the Contract Clause of the Constitution. The law was not even purportedly enacted to deal with a broad, generalized economic or social problem. Cf. Home Building & Loan Assn. v. Blaisdell, 290 U.S. at 445. It did not operate in an area already subject to state regulation at the time the company's contractual obligations were originally undertaken, but invaded an area never before subject to regulation by the State. Cf. Veix v. Sixth Ward Building & Loan Assn., 310 U.S. 32, 38. [n25] It did not effect simply a temporary alteration of the contractual relationships of those within its coverage, but worked a severe, permanent, and immediate change in those relationships -- irrevocably and retroactively. Cf. United States Trust Co. v. New Jersey, 431 U.S. at 22. And its narrow aim was leveled not at every Minnesota employer, not even at every Minnesota employer who left the State, but only at those who had, in the past, been sufficiently enlightened as voluntarily to agree to establish pension plans for their employees.
"Not Blaisdell's case, but Worthen's (W. B. Worthen Co. v. Thomas, [292 U.S. 426]) supplies the applicable rule" here. W. B. Worthen Co. v. Kavanaugh, 295 U.S. at 63. It is not necessary to hold that the Minnesota law impaired the obligation of the company's employment contracts "without moderation or reason or in a spirit of oppression." Id. at 60. [n26] But we do hold that, if the Contract Clause means anything at [p251] all, it means that Minnesota could not constitutionally do what it tried to do to the company in this case.
The judgment of the District Court is reversed.
It is so ordered.
MR. JUSTICE BLACKMUN took no part in the consideration or decision of this case.
1. Minn.Stat. § 181B.01 et seq. (1974). This is the same Act that was considered in Malone v. White Motor Corp., 435 U.S. 497, a case presenting a quite different legal issue.
2. The plan was not the result of a collective bargaining agreement, and no such agreement is at issue in this case.
3. The employee could elect to receive instead a lump-sum payment.
4. Thus, an employee whose average monthly earnings were $800 and who retired at 65 would receive eight dollars monthly if he had worked one year for the company and $320 monthly if he had worked for the company for 40 years.
5. Apart from termination of the fund and distribution of the trust assets, there was no other situation in which employees in this third category would receive anything from the pension fund.
6. Although the company had only 30 employees in Minnesota, it was subject to the Act because it had over 100 employees altogether.
7. Entitled "Nonvested Benefits Prior to Act," Minn.Stat. § 181B.04 provided:
Every employer who hereafter ceases to operate a place of employment or a pension plan within this state shall owe to his employees covered by sections 181B.01 to 181B.17 a pension funding charge which shall be equal to the present value of the total amount of nonvested pension benefits based upon service occurring before April 10, 1974, of such employees of the employer who have completed ten or more years of any covered service under the pension plan of the employer and whose nonvested pension benefits have been or will be forfeited because of the employer's ceasing to operate a place of employment or a pension plan, less the amount of such nonvested pension benefits which are compromised or settled to the satisfaction of the commissioner as provided in sections 181B.01 to 181B.17.
8. According to the stipulated facts, the closing of the company's Minnesota office resulted from a shift of that office's duties to the main company office in Illinois the previous December. The closing was not completed until February, 1975, by which time the Minnesota Act had been preempted by federal law. See Malone v. White Motor Corp., 435 U.S. at 499. We deal here solely with the application of the Minnesota Act to the 11 employees discharged in July, 1974.
9. The claims of Walter Fleck and the other two individual plaintiffs were dismissed by the District Court for lack of standing, Fleck v. Spannaus, 421 F.Supp. 20, leaving only the company as an appellant. Warren Spannaus, the Attorney General of Minnesota, is an appellee.
10. See generally B. Schwartz, A Commentary on the Constitution of the United States, Pt. 2, The Rights of Property 266-306 (1965); B. Wright, The Contract Clause of the Constitution (1938).
11. Perhaps the best known of all Contract Clause cases of that era was Dartmouth College v. Woodward, 4 Wheat. 518.
12. Indeed, at least one commentator has suggested that
the results might be the same if the contract clause were dropped out of the Constitution, and the challenged statutes all judged as reasonable or unreasonable deprivations of property.
Hale, The Supreme Court and the Contract Clause: III, 57 Harv.L.Rev. 852, 890-891 (1944).
13. In Veix v. Sixth Ward Building & Loan Assn., 310 U.S. 32, 38, the Court took into account still another consideration in upholding a state law against a Contract Clause attack: the petitioner had "purchased into an enterprise already regulated in the particular to which he now objects."
14. See also El Paso v. Simmons, 379 U.S. 497. There the Court held that a Texas law shortening the time within which a defaulted land claim could be reinstated did not violate the Contract Clause.
We do not believe that it can seriously be contended that the buyer was substantially induced to enter into these contracts on the basis of a defeasible right to reinstatement . . . , or that he interpreted that right to be of everlasting effect. At the time the contract was entered into, the State's policy was to sell the land as quickly as possible. . . .
Id. at 514. In sum, "[t]he measure taken . . . was a mild one indeed, hardly burdensome to the purchaser . . . , but nonetheless an important one to the State's interest." Id. at 516-517.
15. The Court indicated that impairments of a State's own contracts would face more stringent examination under the Contract Clause than would laws regulating contractual relationships between private parties, 431 U.S. at 22-23, although it was careful to add that "private contracts are not subject to unlimited modification under the police power." Id. at 22.
16. The novel construction of the Contract Clause expressed in the dissenting opinion is wholly contrary to the decisions of this Court. The narrow view that the Clause forbids only state laws that diminish the duties of a contractual obligor, and not laws that increase them, a view arguably suggested by Satterlee v. Matthewson, 2 Pet. 380, has since been expressly repudiated. Detroit United R. Co. v. Michigan, 242 U.S. 238; Georgia R. & Power Co. v. Decatur, 262 U.S. 432. See also, e.g., Sherman v. Smith, 1 Black 587; Bernheimer v. Converse, 206 U.S. 516, 530; Henley v. Myers, 215 U.S. 373; National Surety Co. v. Architectural Decorating Co., 226 U.S. 276; Columbia R., Gas & Electric Co. v. South Carolina, 261 U.S. 236; Stockholders of Peoples Banking Co. v. Sterling, 300 U.S. 175. Moreover, in any bilateral contract, the diminution of duties on one side effectively increases the duties on the other.
The even narrower view that the Clause is limited in its application to state laws relieving debtors of obligations to their creditors is, as the dissent recognizes, post at 257 n. 5, completely at odds with this Court's decisions. See Dartmouth College v. Woodward, 4 Wheat. 518; Wood v. Lovett, 313 U.S. 362; El Paso v. Simmons, supra. See generally Hale, The Supreme Court and the Contract Clause, 57 Harv.L.Rev. 512, 514-516 (1944).
17. See n. 14, supra.
18. In some situations the element of reliance may cut both ways. Here, the company had relied upon the funding obligation of the pension plan for more than a decade. There was no showing of reliance to the contrary by its employees. Indeed, Minnesota did not act to protect any employee reliance interest demonstrated on the record. Instead, it compelled the employer to exceed bargained-for expectations, and nullified an express term of the pension plan.
19. The Minnesota Supreme Court, Fleck v. Spannus, 312 Minn. 223, 251 N.W.2d 334, engaged in mere speculation as to the state legislature's purpose.
20. In Malone v. White Motor Corp., 435 U.S. at 501 n. 5, the Court noted that the White Motor Corp., an employer of more than 1,000 Minnesota employees, had been prohibited from terminating its pension plan until the expiration date of its collective bargaining agreement, May 1, 1974. International Union, UAW v. White Motor Corp., 505 F.2d 1193 (CA8). On April 9, 1974, the Minnesota Act was passed, to become effective the following day. When White Motor proceeded to terminate its collectively bargained pension plan at the earliest possible date, May 1, 1974, the State assessed a deficiency of more than $19 million, based upon the Act's 10-year vesting requirement.
21. Not only did the Act have an extremely narrow aim, but also its effective life was extremely short. The United States House of Representatives had passed a version of the Employee Retirement Income Security Act of 1974, 29 U.S.C. § 1001 et seq. (1976 ed.), on February 28, 1974, 120 Cong.Rec. 4781-4782 (1974), and the Senate on March 4, 1974, id. at 5011. Both versions expressly preempted state laws. That the Minnesota Legislature was aware of the impending federal legislation is reflected in the explicit provision of the Act that it will
become null and void upon the institution of a mandatory plan of termination insurance guaranteeing the payment of a substantial portion of an employee's vested pension benefits pursuant to any law of the United States.
Minn.Stat. § 181B.17. ERISA itself, effective January 1, 1975, expressly preempts all state laws regulating covered plans. 29 U.S.C. § 1144(a) (1976 ed.). Thus, the Minnesota Act was in force less than nine months, from April 10, 1974, until January 1, 1975. The company argues that the enactment of the law while ERISA was on the horizon totally belies the State's need for this pension legislation.
22. In upholding the constitutionality of the Act, the District Court referred to Minnesota's interest in protecting the economic welfare of it older citizens, as well as their surrounding economic communities. 449 F.Supp. 644.
23. Compare the gradual applicability of ERISA, which itself is not even mandatory. At the outset, ERISA did not go into effect at all until four months after it was enacted. 29 U.S.C. § 1144 (1976 ed.). Funding and vesting requirements were delayed for an additional year. §§ 1086(b), 1061(b)(2) (1976 ed.). By contrast, the Minnesota Act became fully effective the day after its passage. The District Court rejected out of hand the argument that employers were constitutionally entitled to some grace period to adjust their pension planning. 449 F.Supp. at 651.
24. This is not to suggest that only an emergency of great magnitude can constitutionally justify a state law impairing the obligations of contracts. See, e.g., Veix v. Sixth Ward Building & Loan Assn., 310 U.S. at 39-40; East New York Savings Bank v. Hahn, 326 U.S. 230; El Paso v. Simmons, 379 U.S. 497.
25. See n. 13, supra.
26. As Mr. Justice Cardozo's opinion for the Court in the Kavanaugh case made clear, these criteria are "the outermost limits only." The opinion went on to stress the state law's "studied indifference to the interests" of creditors. 295 U.S. at 60.