6 Pa. 86 | Pa. | 1847
.(after stating the' case.): — Before I proceed to examine the question involved in this case, I deem it proper to state, first, that if the defendants, by nonuser or misuser of their corporate functions, had forfeited their offices, ample remedy was, afforded by due course of law, in which all parties would have had an opportunity of being heard. The courts of the Commonwealth have ample power to afford redress and remedy, considering them either as corporators or trustees. Secondly, The act of 1846 makes important alterations in the will of the testator. Thus, the will provides that the places of the trustees, as they die, resign, or remove, shall be supplied by elections, held by the trustees them-*''* selves; and if their choice shall be approved by the court of Dauphin county, the appointment shall be valid. The act vests in the synod of the Lutheran church, the power of nomination, and, in
The constitution of the state of Pennsylvania vests the powers of government in three departments — legislative, executive, judicial ; and each of these, as well by the express terms of the instrument as by common right and the liberty of the citizens, are confined within the limits of their respective and appropriate spheres of action. If this court should attempt to issue general edicts, without confining itself to hearing and adjudicating cases brought before it by the usual process of law, it would be guilty of usurpation ; and its rescripts would fall dead and harmless upon society. So if the Executive were to assume the functions of a Roman praetor, and decide causes between parties litigant, he would be a usurper of undelegated power. And if the legislature, touched by that human infirmity and liability to error which is incident to our nature, should overstep the barrier of the constitution, their resolves and their enactments would lose all valid power, and be of no more account in their operation upon the private rights of individuals, than the unauthorized proceedings of any other assemblage of men. It is by and from the Constitution alone they derive their power; and out of its pale they are shorn of their strength, and are but common men. The bill of rights, which is for ever excluded from legislative invasion, declares that the trial by jury shall remain as heretofore, and the right thereof be inviolate; that all courts shall be open, and that every man shall have redress by the . due course of law; and that no man can be deprived of his right, except by the judgment of his peers or the law of the land.
There can be no doubt that the legislature possess the power to alter the charters of such public bodies as concern the welfare and wholesomeness of the body politic; such as concern the administration of government, and are emphatically public. Such are the corporations of cities and boroughs, when no private right of property is involved, except incidentally, and such as can be easily reserved and compensated. But in relation to private corporations, the rule has been well established to the contrary. They are considered in the nature, and entitled to the character of contracts between the government and individuals, and are within the benefit and protectioii of that clause in the constitution which enacts, that the legislature shall not make any law impairing contracts.
George Fry, by this will, constituted a private ehai’ity, which was regulated throughout by the minutest rules for its dispensation and goveimment. It was Ms charity and benevolence, and not the charity and benevolence of the state, or anybody else. He impressed upon it the indelible character and impress of his own mind and thoughts. And this he had a 2’ight to do. What is a man’s own, he may give and bestow as he pleases, if, in doing so, he violates no rule of law. It is not protended that the will of George Fry violated any principle of law. It was a noble and Christian gift, for noble and Christian purposes, and although he had provided for the government of the institution, he desired that it might be incorporated, no doubt with a view of giving it more stability, and for the pui'pose of imparting to it a more thorough aptitude of acquiring and holding property for the objects of the charity. The legislature, perceiving and appreciating the purposes of the donor, granted the charter of incorporation, to the trustees and principal, as I have stated, and covenanted that they should have perpetual succession. The trustees and principal accepted the charter, and thus a contract was entered into, mutually binding ; the trustees and principal bound to observe the will of the donoi-, and the state bound to abide by its grant.
The corporation, or charter granted, was strictly and purely eleemosynary and private. The estate was the .property of George Fry, dedicated by him not to the public, but to a charity limited in its design and operation and sphere, to be conducted by the rules he prescribed, and not by general or special law. The charter of-
The beneficiaries in the Smaus Orphans’ Souse are, doubtless, the orphan children to whom it is devoted; but, nevertheless, the trustees and principal have interests and franchises which are within the protection of the law. But as guardians of the trust, and dispensers of the charity, they are bound to attend to and protect the interests of the orphans, and the integrity of the will of the deceased. That the grant of a corporation for charitable purposes is a private grant, and in law considered and protected as a contract, I consider so fully established by authority, as to require only a glance at the subject. The great ease of Dartmouth College v. Woodward, 4 Wheat. 518, sustained as it is by the great names of Marshall, Washington, and Story, would of itself be of sufficient authority. But I may add one more: The People v. The Manhattan Company, 9 Wend. 352, where it was ruled that even implied powers of a corporation are beyond the control of subsequent legislation, on the ground that a charter is in the nature of a contract.
The trustees and the principal, who are the .officers of the corporation, and defendants in the cause in hand, before they could be dismissed for embezzlement, mismanagement, or any other reason, were entitled to hearing and trial, because they had a substantial interest within the protection of the law; not only an interest of character and reputation, but an interest and franchise of office and appointment, to which emolument was attached, and although it might be small, yet was within the law’s protection.
But the most important of all our franchises — the right of an elector and citizen — cannot, in a confined sense, be called property. It is not assets to pay debts, nor does it descend to the heir or administrator. But who does not feel its value; and who but would turn pale if he thought he could be deprived of it without hearing or trial, by an act of Assembly ? The very object of the charter was that a private and eleemosynary bounty of the purest character should be in the legal custody of persons who were responsible to the laws, and who would be bound to administer it in good faith. They were constituted the legal guardians of the estate, and were entitled to certain franchises, of all which they were deprived, without summons, hearing, or judgment, and'by an act of
That the corporation was private merely and eleemosynary, no unprejudiced legal mind can deny. What public function was it to perform ? How was the administration of the charity to affect the public ? By what sort of political or governmental alchemy was the execution of the last will and testament of George Fry, a private man, made to attract the attention of the law-giving power ?. The trustees and principal are not officers of the government, or in any manner connected with its administration. Their position is not political, and their duties are humble, such as could be imposed by the will of an individual not overgrown in point of wealth. They relate to the education of orphan children.
Such, then, was the nature of the institution and the character of the corporation which was ousted by the act of 1846 ; a corporation merely private, and the grant of which by the state was as inviolate as the patent for lands, and ought to have remained untouched and secure. Being a contract on the part of the state, accompanied by a guaranty that the charity should have perpetual succession, it was beyond the reach and control of subsequent legislatures. If it were not so, there would be no stability in government; what was granted one year might be revoked the next; and the halls of legislation would be converted into a campus where the strong and wealthy would contend against the weak, until the sense of security, stability, and repose would be banished from our institutions, and we should probably become what the states of Mexico have been, and now are.
But in addition to excluding the old trustees and the principal from their stations and their private franchises, the act of 1846, on its face, alters the will of the testator, and confirms that part not altered. Where this power was or is derived, I am at a loss to perceive. If the legislature, by ex parte enactment, can alter the will of a private individual, whose will shall escape ? On whose will shall the hand of legislative innovation next be laid ? It is the principle and not the individual instance that is to be considered. What private charity will next be disturbed and invaded ? . The will of Stephen Girard offers a conspicuous mark. How many charities in the character of hospitals, asylums, and schools, in the state, are
There is one more alteration, which seems to demand a-brief notice.
By the terms of the will, sanctioned by the charter, the trustees have power to fill and supply vacancies, with this check only, that their choice shall be approved by the Court of Common Pleas: and
It is said in the will, that the institution will be allied to the church. But how allied ? Not to the ecclesiastical government or temporal power of any church; but allied in faith, and purity, and charity. We have a key to the donor’s meaning, in the use of these words in the provision which authorizes the trustees and principal to “ modify the mode of tuition of the pupils of the institution to the orthodox belief of the church,” which the testator, by another part of his will, seems to consider conformity to the Augsburg Confession. The constitution declares that no preference shall ever be given by law to any religious establishments. The preference to the Lutheran synods is not given by the will, and is found only in the act of 1846. A great judge has said, that general Christianity is part of the law of this country, impressed upon its institutions ; in which dictum, speaking for myself alone, I concur with all my heart and judgment. But any preference by law, to any religious establishment as to power or property, where the individual donor has not made the preference, would seem to be against the plain words of the constitution. Looking to the exclusive tendencies of ecclesiastical establishments, we cannot say that this change would not result in a time not remote, in an entire exclusion from the direction of the institution, of all other Protestant sects, contrary to the will of the testator.
After full reflection, the court is of opinion that the will of the testator, and the charter of incorporation of 1889, must be maintained. If any abuse or mismanagement exists, the law affords ample remedy. The testator himself, looking to the possibility of a failure of trustees by death, removal for mismanagement, or for any other cause, authorizes their places, in such event, to be filled by the governor of the state, and not by the legislature, and that the trustees so appointed shall perpetuate themselves by election to vacancies as they occur.
The court has approached the consideration of the act of 1846 with great respect for the legislature by which it was enacted. Entertaining a profound deference for the law-making power, we bow implicitly to its enactments within the pale of the constitution. But we also represent the people : we represent their justice, their constitution, and their laws. The constitution is the emanation and
■ The court is of opinion.,'that the trustees ahd principal, who .are the defendants below, had'vested rights by the will'of George Fry, and the act of incorporation of 1839: that they also, beyond their own franchises, were the depositaries . and guardians of the;-vested rights of the beneficiaries — the orphan 'children ; and. thatthey were divested of those rights,, franchises and privileges, by the act of 1846, without trial by due course of law:' and that the solemn contract of the state, contained in the charter of 1839,.was thereby impaired, and that the act is therefore unconstitutional and void. ■
The defendants below are lawfully in possession. .The act of 1846 conferred no title-.or 'authority to enter on the plaintiffs.
The judgment of the Court of Commofi Pleas-is reversed, and judgment for the défehdants.