Raym. 37) to be a franchise. Change ), You are commenting using your Twitter account. In my judgment, it is perfectly clear, that any act of a legislature which takes away any powers or franchises vested by its charter in a private corporation, or its corporate officers, or which restrains or controls the legitimate exercise of them, or transfers them to other persons, without its assent, is a violation of the obligations of that charter. The charter is granted, and on its faith the property is conveyed. The clause which constitutes the incorporation, and expresses the objects for which it was made, declares those objects to be the instruction of the Indians, "and also of English youth, and any others." It is sufficient, if it import damage or loss, or forbearance of benefit, or any act done or to be done, on the part of the grantee. On the judges of this court, then, is imposed the high and solemn duty of protecting, from even legislative violation, those contracts which the constitution of our country has placed beyond legislative control; and, however irksome the task may be, this is a duty from which we dare not shrink. Thus far the contract of marriage has been considered with reference to general laws regulating divorces upon breaches of that contract. The same doctrine may be affirmed of insurance, canal, bridge and turnpike companies. Nobody doubts, that an advowson is a valuable hereditament; and yet, in fact, it is but a mere trust, or right of nomination to a benefice, which cannot be legally sold to the intended incumbent. 42, 52, 57 and notes; 1 Kyd on Corp. 304, &c.; Highmore on Mortm. It may be defined to be a transaction between two or more persons, in which each party comes under an obligation to the other, and each reciprocally acquires a right to whatever is promised by the other. Dr. Wheelock then applied to the crown for an act of incorporation; and represented the expediency of appointing those whom he had, by his last will, named as trustees in America, to be members of the proposed corporation. It is a franchise, or incorporeal hereditament, founded upon private property, devoted by its patron to a private charity, of a peculiar kind, the offspring of his own will and pleasure, to be managed and visited by persons of his own appointment, according to such laws and regulations as he, or the persons so selected, may ordain. 2, pt. [*631. They are deemed beneficial to the country; and this benefit constitutes the consideration, and in most cases, the sole consideration of the grant. If the legislature were voluntarily to grant land in fee, to the first child of A., to be hereafter born; as soon as such child should be born, the estate would vest in it. Are contracts of this description of a character to excite so little interest, that we must exclude them from the provisions of the constitution, as being unworthy of the attention of those who framed the instrument? This is not an immaterial change. Eq. Can it be truly said, that these recitals contain no legal consideration of benefit to the crown, or of forbearance of benefit on the other side? ( Log Out /  As managers of the property and revenues of the corporation, they were amenable to the jurisdiction of the judicial tribunals of the state; but as visitors, their discretion was limited only by the charter, and liable to no supervision or control, at least, unless it was fraudulently misapplied. Should this reasoning ever prove erroneous, in a particular case, public opinion, as has been stated at the bar, would correct the institution. It has never been doubted, that an agreement not to exercise a trade in a particular place was a sufficient consideration to sustain a contract for the payment of money; à fortiori, the relinquishment of property which a person holds, or controls the use of, as a trust, is a sufficient consideration; for it is parting with a legal right. [viii] This view became particularly important when large numbers of states enacted general incorporation laws during the 1840s and 1850s. It matters not, whether the funds were great or small; Dr. Wheelock had procured them, by his *687] own influence, and they were under his control, to be applied to the *support of his charity-school; and when he relinquished this control, he relinquished a right founded in property acquired by his labors. If it be, then, 2d. On the first point, is has been argued, that the word "contract," in its broadest sense, would comprehend the political relations between the government and its citizens, would extend to offices held within a state, for state purposes, and to many of those laws concerning civil institutions, which must change with circumstances, and be modified by ordinary legislation; which deeply concern the public, and which, to preserve good government, the public judgment must control. From this short analysis, it is apparent, that, in substance, a new corporation is created, including the old corporators, with new powers, and subject to a new control; or that the old corporation is newly organized and enlarged, and placed under an authority hitherto unknown to it. There is also an implied contract, that the founder of a private charity, or his heirs, or other persons appointed by him for that purpose, shall have the right to visit and to govern the corporation, of which he is the acknowledged founder and patron, and also, that in case of its dissolution, the reversionary right of the founder to the property, with which he had endowed it, should be preserved inviolate. 211, Williams' note 2, and the cases there cited. The property vested in the old trustees is transferred to the new board of trustees, in their corporate capacities. The legislature itself could not deprive the trustees of the corporate funds, nor annul their discretion in the application of them, nor distribute them among its its own favorites. The charter of 1769 exists no longer. 2; Pauline Maier, “The Debate over Incorporations: Massachusetts in the Early Republic,” in Massachusetts and the New Nation, ed. PLAY. The former has been already sufficiently considered, and the latter may be disposed of in a few words. There are, then, two questions for this court to decide: 1st. Raym. Weller v. Governor of the Foundling Hospital, 1 Peake's Cas. Between acting directly, and acting through the agency of trustees and overseers, no essential difference is perceived. Field wrote in Paul v. Virginia that the privileges and immunities of citizens guaranteed by Article Four of the Constitution did not extend to the “special privileges” that states granted in the form of corporate charters. If these principles, before laid down, be correct, it cannot be denied, that the obligations of the charter to Dartmouth College are impaired by the laws under consideration. 518, 4 L. Ed. [ix] Paul v. Virginia, 75 U.S. 168 (1869) at 177, 181. Under these impressions, I have pondered on the case before us with the most anxious deliberation. 474; Attorney-General v. Whorwood, 1 Ves. But it is on this foundation, that a superstructure is erected, which is to compel a surrender of the cause. This is the uniform language of the authorities, and forms one of the most stubborn, and well settled doctrines of the common law.[(a)]. The opinion compares the facts of the case to prior court precedent such as Columbia Broadcasting System, Inc. v. Democratic National Committee, Moose Lodge No. Dissenting Opinion(s) Justice Duvall agreed with Woodward in that Dartmouth should be a public institution. In the application, it is stated, that large contributions have been made for the object, which will be conferred on the corporation, as soon as it shall be created. 153. As to the case of the contract of marriage, which the argument supposes not to be within the reach of the prohibitory clause, because it is matter of civil institution, I profess not to feel the weight of the reason assigned for the exception. So, with respect to the students who are to derive learning from this source; the corporation is a trustee for *643] them also. It is unnecessary, in this place, to enter into any examination of civil corporations. If they fail to perform their part of it, there is an end of the compact. They have, though in a different mode, manifested their respect for science, by reserving to the government of the Union the power "to promote the progress of science and useful arts, by securing for limited times, to authors and inventors, the exclusive right to their respective writings and discoveries." The first foray in this direction was First National Bank of Boston v. Bellotti (1978), in which the Court overturned a Massachusetts law limiting the ability of banks and business corporations to use their funds in campaigns involving referenda. In his opinion for the Supreme Court upholding the tax in 1911, Justice William R. Day declared, “The thing taxed is not the mere dealing in merchandise … but … the privileges which exist in conducting businesses with the advantages which inhere in the corporate capacity of those taxed, and which are not enjoyed by private firms or individuals”—advantages like limited liability, the ability to concentrate management, and perpetual life.