Hopkins v. Clemson Agricultural College

• Decision Date: 27 January 1907
• Citation: 57 S.E. 551,77 S.C. 12
• Parties: HOPKINS v. CLEMSON AGRICULTURAL COLLEGE.
• Court: South Carolina Supreme Court

57 S.E. 551

77 S.C. 12

HOPKINS v. CLEMSON AGRICULTURAL COLLEGE.

Supreme Court of South Carolina

January 27, 1907

Appeal from Common Pleas Circuit Court of Oconee County; Aldrich Judge.

Action by John Hopkins against the Clemson Agricultural College of South Carolina. Judgment for defendant, and plaintiff appeals. Affirmed.

The following are plaintiff's exceptions:

"(1) Because his honor erred in finding and holding that the corporation created under the name of the 'Clemson Agricultural College of South Carolina' is an agent of the state, and, as such, it cannot be sued; whereas, he should have found and held that defendant is a body politic and corporate, and capable of suing and being sued.

(2) Because his honor erred in finding and holding that the Legislature of the state, in creating the defendant corporation with the usual powers and liabilities of a corporation has not thereby given consent for said corporation to be sued.

(3) Because his honor erred in finding and holding that under the charter the trustees could sue and be sued only so far and no farther, than was necessary to carry out the powers conferred upon the board, and upon such contracts and obligations as they might make in pursuance of such power and such permission does not warrant a suit of this nature.

(4) Because his honor erred in finding and holding as follows: 'This being an action for a tort against the state to recover $8,000, cannot be maintained'-- whereas he should have found and held that this is an action against an artificial person, known and designated by the corporate name of the 'Clemson Agricultural College of South Carolina,' and capable of suing and being sued, in like manner as a natural person, for its unlawful act, either in its own right, or as agent of the state.

(5) Because his honor erred in finding and holding that the property of the corporation is held by the board of trustees as the agent of the state, and that said property is the property of the state; whereas, he should have found and held that said property is not the property of the state in its own right to be used for any political or governmental purpose; but the same is held, used, and managed by the board of trustees for corporate purposes, to wit: The founding and maintaining an institution of learning for which said donations and appropriations were made.

(6) Because, under the terms of the devise and bequest of Thomas G. Clemson and the act of the General Assembly accepting said donation and incorporating the college, a contract was entered into by and between testator and the state of South Carolina, whereby the entire corpus of the donation became a fund for the perpetual endowment of the institution, a private eleemosynary corporation was created, the contract became irrevocable, the trustees exercise a special authority created by the will of testator and confirmed by the act of incorporation, and his honor error in not so holding.

(7) Because the use, income, rents, and profits of the Fort Hill lands are enjoyed by the corporation, without accounting therefor, and while the technical title may be in the state, which is a mere trustee, the defendant is the cestui que trust, the equitable owner thereof, and uses the rents, income, and profits of said lands as its property, and his honor erred in not so holding.

(8) Because the corporation, known and designated as the 'Clemson Agricultural College of South Carolina,' has no political or governmental powers, and cannot in a legal sense be considered an agent or officer of the state, and his honor erred in not so finding and holding.

(9) Because the lands devised by testator, having been devoted by the terms of the devise to educational purposes, by the terms of the devise are held in trust for the use of the institution forever. The same is not property of the state. The Legislature cannot recall or revoke the devise or make any different disposition of the lands, nor sell the property and turn the funds into the state treasury as the money or property of the state. And his honor erred in not so holding.

(10) Because the 288 acres adjoining the Fort Hill place, conveyed by Floride Isabella Lee on May 25, 1894, to the 'Clemson Agricultural College of South Carolina,' is owned in fee and possessed by said corporation, and his honor erred in not so finding and holding.

(11) Because the tract of 140 acres conveyed to the 'Clemson Agricultural College of South Carolina' by Anna P. Lewis on the 30th day of June, 1903, is owned in fee and possessed by the said corporation, and his honor erred in not finding and holding.

(12) Because the said corporation may purchase and hold property and may take any property or money given or conveyed by deed, devise, or bequest and hold the same for the use and benefit of said college, and his Honor erred in not so finding and holding.

(13) Because the rents, issues, and profits of all lands donated to or purchased for the benefit of said college are used by the corporation as corporate property, without accounting therefor, and his honor erred in not so finding and holding.

(14) Because the will of testator and the charter by the state embody the terms of a binding contract between the parties, and the donations made by the testator as well as the appropriations made from time to time by the state, or federal governments, and expended in permanent improvements upon the real estate for the use of said college, are protected from any transfer, sale, or disposition thereof by the state, in the slightest degree, contrary to or violative of the terms of the contract or trust, and his honor erred in not so finding and holding.

(15) Because the ordinary powers of a corporation are as follows: (1) Perpetual succession; (2) to sue and be sued, and to receive and grant, by their corporate name; (3) to purchase and hold lands and chattels; (4) to have a common seal; (5) to make bylaws. While these powers are generally expressly given by statute, still they are the usual inherent incidents of a corporation, and his honor erred in not so holding.

(16) Because the creation by the Legislature of a body corporate impliedly confers upon it the power to sue and be sued so far as may be necessary to maintain its legal rights and to enforce its legal duties or liabilities. In general it may be said that the power to sue and be sued is, by the principles of the common law, an incident of every corporation, and his honor erred in not so holding.

(17) Because the ordinary legal remedies applicable in the case of natural persons are equally applicable in case of corporations, and his honor erred in not so holding.

(18) Although an action cannot be brought against a sovereign state without its consent, yet, if it chooses so far to cast off its sovereignty as to become a corporator, in that character it may be sued, and his honor erred in not so holding.

(19) Where the law imposes an obligation upon a corporation, as well as upon a natural person, which it fails or refuses to recognize or discharge, it may be held civilly liable therefor, at law or in equity, in any appropriate form of action, and his honor erred in not so holding.

(20) A corporation can commit trespass upon either person or property, through its agents acting in its behalf, and it follows that an action will lie for such injury with the like remedies as in this case of a natural person, and his honor erred in not so holding.

(21) Corporations may be held liable, in appropriate states of facts, for torts, commended or authorized by them, and his honor erred in not so holding.

(22) Because the dike in question was erected and has been and is being maintained by the defendant corporation by and through the board of trustees acting in its behalf, and his honor erred in not so finding and holding.

(23) When the state becomes a corporator, it is regarded as an individual, in relation to the corporation. What an individual corporator may do, the state, as a corporator, may do, and no more, and his honor erred in not so holding.

(24) A private eleemosynary corporation can enjoy no privilege, immunity, or exemption by reason of its connection with the state, other than a corporation composed of private citizens, and his honor erred in not so holding.

(25) The state, in its sovereign capacity, is distinct and separate from a corporation. When it establishes a corporation, with the usual corporate powers, for any purpose, be it educational, benevolent, charitable, industrial, financial or governmental, it does not invest the corporation with any of its sovereign power or immunity, and his honor erred in not so holding.

(26) Because the various acts of the General Assembly conferring corporate powers upon the 'Clemson Agricultural College of South Carolina' create three different types of corporations, to wit, (a) a private eleemosynary corporation for educational purposes, by act approved November 27, 1889; (b) a municipal corporation, by act approved December 24, 1894; (c) a railroad corporation, subject to all liabilities of railroad corporations, by act approved February 19, 1900, and his honor erred in not so finding and holding.

(27) Because the several acts of the Legislature conferring corporate powers upon the 'Clemson Agricultural College of South Carolina' clothe said corporation with the usual powers, responsibilities, and liabilities incident to such corporations, and in the face of these statutes it was error for his honor to hold as follows: 'The "sue and be sued" provision in the charter of defendant relates to such powers as were conferred upon the trustees by the act, and the Legislature did not throw the state open to any and all kinds of suits. Under the charter the trustees could sue and be sued only so far and

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