The attempt certainly is to force upon the corporation a new charter, against the will of the corporators. New Hampshire attempted to convert a private college into a public university It further declares, that, the said trustees, as often as one or more of the trustees shall die, or, by removal or otherwise, shall, according to their judgment, become unfit or incapable to serve the interests of the college, shall have power to elect and appoint other trustees in their stead, so that when the whole number shall be complete of twelve trustees, eight shall be resident freeholders of New Hampshire, and seven of the whole number, laymen. 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. But although a particular and a rare case may not, in itself, be of sufficient magnitude to induce a rule, yet it must be governed by the rule, when established, unless some plain and strong reason for excluding it can be given. It is not enough to say, that this particular case was not in the mind of the convention, when the article was framed, nor of the American people, when it was adopted. Neither the king, nor the province of New Hampshire was the founder; and if the contributions made by the governor of New Hampshire, by those *666] persons who *granted lands for the college, in order to induce its location *317 in a particular part of the state, by the other liberal contributors in England and America, bestow upon them claims equal with Dr. Wheelock, still it would not alter the nature of the corporation, and convert it into one for public government. In a number of sections edited versions of dissenting and concurring opinions are also presented and often these dissenting opinions prove to be the underpinnings for future reconsiderations of the issues at hand. 2. So, if an estate be conveyed in trust for the grantor, the estate is irrevocable in the grantee, although he can take no beneficial interest for himself. ( Log Out /  Where, indeed, the visitatorial power is vested in the trustees of the charity, in virtue of their incorporation, there can be no amotion of them from their corporate capacity. In respect to franchises, whether corporate or not, which include a pregnancy of profits, such as a right of fishery, or to hold a ferry, a market or a fair, or to erect a turnpike, bank or bridge, there is no pretence to say, that grants of them are not within the constitution. The character of civil institutions does not grow out of their incorporation, but out of the manner in which they are formed, and the objects for which they are created. The interest which this case has excited, proves that they are not. 565; Bergen v. Bennett, 1 Caines' Cas. The jus patronatús is vested in them. 482. Yet, here, the funds are to be managed, and the services performed exclusively for the use and benefit of the stockholders themselves. & B. 5; S.C. Comb. 199, and the cases there cited. Or, if they have themselves disappeared, it becomes a subject of serious and anxious inquiry, whether those whom they have legally empowered to represent them for ever, may not assert all the rights which they possessed, while in being; whether, if they be without personal representatives, who may feel injured by a violation of the compact, the trustees be not so completely their representatives, in the eye of the law, as to stand in their place, not only as respects the government of the college, but also as respects the maintenance of the college charter. *They contracted [*653 for a system, which should, so far as human foresight can provide, retain for ever the government of the literary institution they had formed, in the hands of persons approved by themselves. Some of these corporations are, from the particular purposes to which they are devoted, denominated spiritual, and some lay; and the latter are again divided into civil and eleemosynary corporations. Can it derive aid from reason? Yet no one ever supposed, that when acquired bonû fide, they were not beyond the reach of legislative revocation. 325; Attorney-General v. *321 Middleton, 2 Ves. The owners have a legal estate and property in them, and legal remedies to support and recover them, in case of any injury, obstruction or disseisin of them. Created by. This principle has never been asserted or recognised, and is supported by no authority. Such are the most material clauses of the charter. The corporation is the assignee of their rights, stands in their place, and distributes their bounty, as they would themselves have distributed it, had they been immortal. The trial court dismissed the action, finding no remedy at law. Was it ever imagined, that land, voluntarily granted to any person by a state, was liable to be resumed, at its own good pleasure? If so, whether the legislative acts of New Hampshire of the 27th of June, and of the 18th and 27th of December 1816, or any of them, impair the obligations of that charter? A corporation is an artificial being, invisible, intangible, and existing only in contemplation of law. As little has it been supposed, that under our limited governments, the legislature possessed such transcendent authority. The dissenting opinion in Citizens United, written by Justice Stevens and joined by the court's other three liberals (including Justice Sotomayor), is remarkable for a number of reasons. As founder, too, Dr. Wheelock and his heirs would have been completely clothed with the visitatorial power: but the whole government and control, as well of the officers as of the revenues of the college, being with his consent assigned to the trustees in their corporate character, the visitatorial power, which is included in this authority, rightfully devolved on the trustees. As a consequence of this Court's decision in Trustees of Dartmouth College v. Woodward, 4 Wheat. And if there may be, in respect to natural persons, why not also in respect to artificial persons, created by the law, for the very purpose of being clothed with corporate powers? Yet, then, as now, the donors would have no interest in the property; then, as now, those who might be students would have had no rights to be violated; then, as now, it might be said, that the trustees, in whom the rights of all were combined, possessed no private, individual, beneficial interests in the property confided to their protection. It is a contract, on the faith of which, real and personal estate has been conveyed to the corporation. In Massachusetts, complaints that the 1784 charter of the Massachusetts Bank was too generous led the General Court to pass an “Addition” in 1792 that placed greater limits on the bank’s operations. 398; Phillips on Evid. The charity was, in the sense already explained, a public charity, that is, for the general promotion of learning and piety; but in this respect, it was just as much public before, as after the incorporation. We must admit, that there may be future springing contracts, in respect to persons not now in esse, or we shall involve ourselves in inextricable difficulties. 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? In order to get rid of the legal difficulty of these franchises being considered as valuable hereditaments or property, the counsel for the defendant are driven to contend, that the corporators or trustees are mere agents of the corporation, in whom no beneficial interest subsists; and so nothing but a naked power is touched, by removing them from the trust; and then to hold the corporation itself a mere ideal being, capable indeed of holding property or franchises, but having no interest in them which can be the subject of contract. Dissenting Opinions. These gifts were made, not indeed to make a profit for the donors, or their posterity, but for something, in their opinion, of inestimable value; for something which they deemed a full equivalent for the money with which it was purchased. 518, 4 L. Ed. The property of the corporation rests upon the possession of its franchises; and whatever may be thought, as to the corporators, it cannot be denied, that the corporation itself has a legal interest in them. Phillips v. Bury, 1 Ld. The advocates (MM. May not the founder as justly contract for the possession of this right, in return for his endowment, as for any other equivalent? It is objected, in this case, that Dr. Wheelock is not the founder of Dartmouth College. Not from the source whence its funds were drawn; for its foundation is purely private and eleemosynary — not from the application of those funds; for money may be given for education, and the persons receiving it do not, by being employed in the education of youth, become members of the civil government. This is an action of trover, brought by the Trustees of Dartmouth College against William H. Woodward, in the state court of New Hampshire, for the book of records, corporate seal, and other corporate property, to which the plaintiffs allege themselves to be entitled. "En effet, quand le roi accorde un privilege exclusif, ce privilege est le prix d'une mise de fonds, dans un commerce hazardeux, dont Ventreprize est jugée avantageuse à.l'etat. These eleemosynary institutions do not fill the place, which would otherwise be occupied by government, but that which would otherwise remain vacant. But the case of Terrett v. Taylor, 9 Cranch 43, fully supports the distinction above stated, between civil and private corporations, and is entirely in point. 327; Case of Sutton Hospital, 10 Co. 23, 31. They are deemed beneficial to the country; and this benefit constitutes the consideration, and in most cases, the sole consideration of the grant. Is it impaired by the acts under which the defendant holds? 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. Neither of these positions is admissible. She has written The Great Merger Movement in American Business, 1895-1904 and Insider Lending: Banks, Personal Connections, and Economic Development in Industrial New England, edited eight other books, and published numerous articles on business, economic, and financial history. In 1769, the King of England granted a charter to Dartmouth college, which stated the purpose, structure, and the land that it would be located on. [*644 It is a contract for the security and disposition of property. The trustees, in whose care that fund was placed by the contributors, would have been permitted to execute their trust, uncontrolled by legislative authority. Dissenting Opinion(s) Justice Duvall agreed with Woodward in that Dartmouth should be a public institution. This franchise, like other franchises, is an incorporeal hereditament, issuing out of something real or personal, or concerning or annexed to, and exercisable within a thing corporate. [iv] For an overview, see Francis J. Putman, “State Interference, Under the Reservation Clause, with Contracts between the Stockholders of Corporations,” New York University Law Quarterly Review 7 (Dec. 1929): 487-495. Trustees of Dartmouth College v. Woodward. The right to change them is not founded on their being incorporated, but on their being the instruments of government, created for its purposes. The proposition is considered and approved. But there are other rights and privileges, belonging to the trustees, collectively and severally, which are deserving of notice. 6. From these funds, the salaries of the tutors are drawn; and these salaries lessen the expense *634] of education to the students. We 518, 4 L.Ed. The Great Merger Movement in American Business, 1895-1904. The original trustees, then, or most of them, were named by Dr. Wheelock, and those who were added to his nomination, most probably, with his approbation, were among the most eminent and respectable individuals in New Hampshire. 518, 4 L. Ed. & B. The benefit to the public is considered as an ample compensation for the faculty it confers, and the corporation is created. Hence they too tended to be highly regulatory in their content and to include reservation clauses that enabled states to add new regulatory provisions later on. The judicious means employed for the accomplishment of his object, and the success which attended his endeavors, would lead to the opinion, that he united a sound understanding to that humanity and *benevolence which suggested his undertaking. They were as completely out of the donors, at the instant of their being vested in the corporation, and as incapable of being asserted by the students, as at present. Raym. Or does public policy so imperiously demand their remaining exposed to legislative alteration, as to compel us, or rather permit us, to say, that these words, which were introduced to give stability to contracts, and which in their plain import comprehend this contract, must yet be so construed as to exclude it? See 481 U.S. 69 (1987) at 89. Powell went on to conclude, “It thus is an accepted part of the business landscape in this country for States to create corporations, to prescribe their powers, and to define the rights that are acquired by purchasing their shares.”[vii], Although courts have sometimes looked through the legal form of the corporation to the people who made it up and taken steps protect shareholders’ constitutional rights, for the most part they have treated corporations as entities that shareholders created in order to secure particular advantages from the state, such as legal personhood and limited liability, and that consequently only had those rights that the state granted in its charter. All feel, that these objects are not deemed unimportant in the United States. The appellants herein either were created by the Commonwealth or were admitted into the Commonwealth only for the limited purposes described in their charters and regulated by state law. And this maxim is equally consonant with the common sense of mankind, and the maxims of eternal justice. Such an authority has never yet been asserted, to our knowledge. 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. Although the king, by the grant of the charter, is, in some sense, the founder of all eleemosynary corporations, because, without his grant, they cannot exist; yet the patron or endower is the perficient founder, to whom belongs, as of right, all the powers and privileges, which [*662 have been described. The decision was not popular in its day, but it is now seen as an important early Supreme Court decision that strengthened the Contracts Clause and limited the government’s power to interfere with private charters. [xiii] United States v. United States Brewers’ Ass’n, 239 F. 163 (1916) at 168-169. Ch. 22, Christian's note. Earlier, the Marshall Court, in the first instance of the Court invalidating a state legislative act, had ruled in Fletcher v. Peck, 10 U.S. 87 that contracts, no matter how they were procured (in the case of Fletcher, a land contract had been illegally obtained), cannot be invalidated by state legislation. This cause turns upon the validity of certain laws of the state of New Hampshire, which have been stated in the case, and *655] which, it is contended by the counsel for the plaintiffs *in error, are void, being repugnant to the constitution of that state, and also to the constitution of the United States. To be sure, in a certain sense, every charity, which is extensive in its reach, may be called a public charity, in contradistinction to a charity embracing but a few definite objects. If every man finds in his own bosom strong evidence of the universality of this sentiment, there can be but little reason *648] to imagine, that the framers of our constitution were *strangers to it, and that, feeling the necessity and policy of giving permanence and security to contracts, of withdrawing them from the influence of legislative bodies, whose fluctuating policy, and repeated interferences, produced the *309 most perplexing and injurious embarrassments, they still deemed it necessary to leave these contracts subject to those interferences.

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