General Motors Corp. v. Romein, 503 U.S. 181, 10 (1992)

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190

GENERAL MOTORS CORP. v. ROMEIN

Opinion of the Court

repay bond issue); Bronson v. Kinzie, 1 How. 311, 316 (1843) (law limiting foreclosure rights); McCracken, supra, at 611- 614 (same).

The 1987 statute did not change the legal enforceability of the employment contracts here. The parties still have the same ability to enforce the bargained-for terms of the employment contracts that they did before the 1987 statute was enacted. Moreover, petitioners' suggestion that we should read every workplace regulation into the private contractual arrangements of employers and employees would expand the definition of contract so far that the constitutional provision would lose its anchoring purpose, i. e., "enabl[ing] individuals to order their personal and business affairs according to their particular needs and interests." Allied Structural Steel, 438 U. S., at 245. Instead, the Clause would protect against all changes in legislation, regardless of the effect of those changes on bargained-for agreements. The employment contract, in petitioners' view, could incorporate workplace safety regulations, employment tax obligations, and laws prohibiting workplace discrimination, even if these laws are not intended to affect private contracts and are not subject to bargaining between the employer and employees. Moreover, petitioners' construction would severely limit the ability of state legislatures to amend their regulatory legislation. Amendments could not take effect until all existing contracts expired, and parties could evade regulation by entering into long-term contracts. The ultimate irony of petitioners' proposed principle is that, taken to an extreme, it would render the Contract Clause itself entirely dependent on state law. As Justice Story pointed out:

"It has been contended, by some learned minds, that the municipal law of a place where a contract is made forms a part of it, and travels with it, wherever the parties to it may be found. If this were admitted to be true, the consequence would be, that all the existing laws of a State, being incorporated into the contract, would con-

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