Trustees Of Dartmouth College v. Woodward
| Decision Date | 10 November 1817 |
| Citation | 65 N.H. 473 |
| Parties | The Trustees Of Dartmouth College v. William H. Woodward. |
| Court | New Hampshire Supreme Court |
[1]
The corporation of Dartmouth College is a public corporation.
An act of the legislature adding new members to such a corporation without the consent of the old corporation is not repugnant to the constitution of this state.
The charter of the king creating the corporation of Dartmouth College, is not a contract within the meaning of that clause in the constitution of the United States which prohibits states from passing laws impairing the obligations of contracts.
This was an action of trover for sundry articles alleged to be the property of the plaintiffs. The cause was submitted to the decision of the court upon a statement of facts, but as the facts are all stated in the opinion of the court, it is deemed unnecessary to detail them here. And it was agreed that if either party should desire it, the statement of facts should be turned into a special verdict, in order that the case might be carried to the supreme court of the United States upon a writ of error.
The cause was argued in this county at the last term of this court, by Mason and Smith for the plaintiffs, and by the attorney-general for the defendant and was continued nisi, for further argument, in Rockingham county on the next circuit.
At the September term in Rockingham county, present all the Judges viz.,
HON SAMUEL BELL,
The cause came on to be again argued.
Mr. MASON.
---By the charter of 1769 a corporation is created, by the name of "The Trustees of Dartmouth College." The charter recites, that much expense and great labour had been bestowed, in erecting and supporting a charity school, which had become highly useful; and that individuals, as well in England as in this country, were disposed to make donations, for its enlarge-
ment, and more liberal endowment; and that the king, "willing to encourage the laudable and charitable design," established the corporation. Twelve persons are appointed under the name of trustees, to constitute the corporation, and it is expressly provided, that it shall forever thereafter consist of twelve trustees, and no more. To them is granted the right to acquire, and hold real and personal estate, and to dispose of the same for the use of the college; and to appoint future trustees to fill vacancies in their board; and also to appoint the necessary officers of the college, and to assign them their duties and salaries; and to make laws and regulations for the proper government of the institution, together with all the usual powers of such corporations. "To have and hold all and singular the privileges, advantages, liberties and immunities, and all other the premises, herein and hereby, granted and given, or which are meant, mentioned, or intended to be given and granted unto them, the said trustees of Dartmouth College, and their successors forever."
The first act (of 27th of June 1816) makes the twelve trustees, under the charter, and nine individuals, to be appointed by the Governour and Council, a corporation, by the name of and transfers to them all "the property, rights, powers, liberties and privileges" of the old corporation, with power to establish new colleges and an Institute;---subject to the controul of a board, of twenty-five overseers, to be appointed by the Governour and Council.
The second act makes provision for obviating certain difficulties, which had occurred in attempting to execute the first. And the last act authorizes the defendant, who was the Plaintiffs' treasurer, to retain and hold for a certain time, all their property against their will; and subjects them to heavy penalties, should they impede or hinder the execution of the acts.
Under colour of these acts, the defendant claims to hold the property mentioned in the declaration.
The question is whether the acts are obligatory, and binding on the plaintiffs; they never having accepted or assented to them.
By the necessary construction of these acts, the old corporation is abolished, if they are valid; and a new one established. The first act does, in fact, create a new corporation; and transfers to it all the property and privileges of the old. The old corporation can, in no sense, be said to continue, when its property and privileges, of every kind, are thus taken away, and transferred to another corporation. The trustees and overseers of Dartmouth University constitute a corporation, if the acts are effectual for any purpose; and that corporation is, essentially, different, from the corporation of the trustees of Dartmouth College, as established by the charter.
The two corporations are different in their corporate names; in the natural persons that compose them; in the form and manner
of their organizations; and in their rights and privileges. The old corporation consists of twelve trustees; the new of twenty one trustees, and twenty five overseers. In the old corporation the trustees, by filling vacancies, as they happened, appointed their own successors, and enjoyed and exercised all the privileges, granted by their charter, and were subject to no controul, but that of the law of the land. In the new corporation, the trustees, in their most important acts and doings, are subject to the controul of a board of overseers, dependent for their appointments on the Governour and Council. Subject to this controul, the new trustees have all the rights and powers of the old; and they have also other most important rights and powers, which the old trustees never had, nor claimed. Of course, new duties are incurred, correspondent to the newly granted rights.
In the first act it is provided, that What other or more appropriate language could have been used, if the old trustees had surrendered their charter, and the legislature had intended to establish a new institution, to supply the place, and enjoy all the property and privileges of the old corporation? In an act for that purpose, terms could not have been used more significant and appropriate, than those contained in this act. They are in substance, that the corporation, as hereby established, shall have and enjoy all the property and rights, which have hitherto been held and enjoyed by the old corporation;---except so far as the same may be varied or limited by this act.
It is true, the act purports to include the old trustees, in the new corporation, but they have not accepted the act, nor consented to become members of the new corporation, and consequently they are not members. For they can neither be compelled to become members of the new corporation, against their will; nor to exercise new powers, or submit to new restrictions, in the old corporation. It was neither expected, nor desired that the old trustees should unite with the new ones. The intention doubtless was, in this indirect way to abolish the old corporation, and get rid of the trustees. The manner, in which the injury was inflicted, does not lessen the grievance.
But if it should be held, that the old corporation is not, absolutely, abolished, it could avail nothing, in support of the validity of the acts. For the legislature is no more competent to change,
and essentially alter the rights of the plaintiffs, than to abolish them. And it cannot be denied, that the acts do, in many particulars, essentially, affect and alter both the corporate, and individual rights and powers of the old trustees. That alterations and new limitations are imposed is admitted, by the very terms of the first act. The new trustees are to enjoy and exercise all the property, and privileges, which had been enjoyed and exercised by the old trustees,---except so far as the same may be varied or limited by the provisions of that act.
Before the passing of the acts, the plaintiffs were sole owners of all the property, acquired under their charter, and were, alone, entitled to exercise all the privileges, granted by it. By the acts, others are admitted, against their will, to become joint owners with them, of the property, and to a joint participation, of all the privileges. This forcible intrusion, under pretence of joint ownership, violates the plaintiffs' rights, as essentially, as would an entire ouster.
The whole organization of the corporation is changed.---Instead of one board, consisting of twelve members, there are two boards,---one of twenty one members,---the other of twenty five. By the charter, the trustees had the right of making all suitable regulations, for the institution, subject to no appeal. By the acts, all the votes, and doings of the trustees may be negatived by the overseers; in whose appointment, the corporation has no agency.
Not only are new trustees forced in, to participate with the old ones, but new trusts, and new duties are created.---An Institute and new colleges are to be established, and the funds, acquired under the charter, may be applied to their establishment and support.
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Dow v. N. R.R.
...interest in the public." Dartmouth College v. Woodward, 1 N. H. 111, 117, 119-125. (The case is also reported, with the arguments, in 65 N. H. 473.) So say the supreme court of New Hampshire, speaking through Chief Justice Richardson, in their decision of the The preservation of the rights ......