1 N.H. 111 | Superior Court of New Hampshire | 1817
This cause, which is trover for sundry articles alleged to be the property of the plaintiffs, comes before the court upon a statement of facts, in which it is agreed by the parties that the trustees of Dartmouth College were a body corporate, duly organized under a charter bearing date December 13, 1769 ; that the several articles mentioned in the writ were the property of that body corporate, and that before the commencement of this action the said articles being in the possession of the defendant, he refused, although duly, requested, to deliver them to the plaintiffs. Upon these facts it is clear that judgment must be rendered for the plaintiffs, unless the facts upon which the defendant relies constitute a legal defence.
It is agreed by the parties, that in pursuance of the provisions of these acts, the governor and council “ completed “ the said board of trustees to the number of twenty-one,” by appointing nine new trustees, who accepted the trust: and that previous to the commencement of this action, at a meeting of the trustees of Dartmouth University, held as the law requires, and composed of two of the former trustees of Dartmouth College, and the nine new trustees appointed as aforesaid, being a sufficient number to constitute a quorum of the whole board of twenty-one, the defendant was
It is also agreed, that nine of the old trustees of Dartmouth College have individually, and; as far as by law they could, as a corporation, refused to accept the provisions of the acts of June 27" and December 18, 1816, and still claim to be a corporation, as constituted by the charter of 1769, and to have the same control over the property which belonged to the College as they had before those acts were passed. And this action is brought to enforce that claim. If those parts of the acts above mentioned, which authorize the appointment of new trustees, are valid and binding upon the trustees of Dartmouth College without their consent, this action cannot be maintained : because in that case the corporation must now be considered as composed of twenty-one members, and any claim of a minority of the corporation to control the affairs of the institution in opposition to the majority, is clearly without any legal foundation. But if, on the other hand, those acts are to be considered in that respect as unconstitutional and void, then the appointment and all the doings of the new trustees are invalid ; the corporation remains as constituted by the charter of 1769, and the plaintiffs must prevail in this action. The decision of the cause must, therefore, depend upon the question, Whether the legislature had a constitutional right to authorize the appointment of new trustees, without the consent of the corporation ?
This cause has been argued on both sides with uncommon learning and ability, and we have witnessed with pleasure and with.pride a display of talents and eloquence upon this occasion in the highest degree honorable to the profession of the law in this state. If the counsel of the plaintiffs have failed to convince us that the action can be maintained, it has not been owing to any want of diligence: in research, or
A complaint that private rights, protected by the constitution, have been invaded, will at all times deserve and receive the most deliberate consideration of this court. The cause of an individual whose rights have been infringed by the legislature, in violation of the constitution, becomes at once the cause of all. For if a private right be thus infringed to-day, and that infringement be sanctioned by a judicial decision to-morrow, there will be next day a precedent for the violation of the rights of every man in the community; and so long as that precedent is followed, the constitution will be in fact to a certain extent repealed. An unconstitutional act must always be presumed to have been passed inadvertently, or through misapprehension; and it is equally to be presumed that every honest legislature will rejoice when such an act is declared void and the supremacy of the constitution maintained. But we must not for a moment forget, that the question submitted to our decision in such cases is always one of mere constitutional right. Sitting here as judges, we have nothing to do with the policy or expediency of the acts of the legislature. The legislative power of this state extends to every proper object of legislation, and is limited only by our constitutions, and by the fundamental principles of all government and the unalienable rights of mankind. In giving a construction, however, to a doubtful clause in the constitution, we might with propriety weigh the conveniences and inconveniences which would result from a particular construction ; because in such a case arguments drawn from those sources might have a tendency to shew the probable intention of the makei-s of the constitution. But when the constitutional right to pass a law is clear, the question of expediency belongs exclusively to the legislature. Nor is an act in any case to be presumed to be contrary to the constitution. The opposition between that instrument and the act should be such as to produce upon our minds a clear and strong conviction of their incompati
In order to determine the question submitted to us/it seems necessary, in the first place, to ascertain the nature of corporations. — A corporation aggregate is a collection of many individuals, united into one body under a special name, having perpetual succession under an artificial form, and vested by the policy of the law with the capacity of acting in several respects as an individual, and having collectively certain faculties which the individuals have not. A corporation, considered as a faculty, is an artificial, invisible body, existing only in contemplation of law: and can neither employ its franchises nor hold its property for its own benefit. In another view a corporation may be considered as a body of individuals having collectively particular faculties and capacities, which they can employ for their own benefit, or for the benefit of others, according to the purposes for which their particular faculties and capacities were bestowed. In either view it is apparent that all beneficial interests, both in the franchises and the property of corporations, must be considered as vested in natural persons, either in the people at large, or in individuals ; and that, with respect to this interest, corporations may be divided into public and private.
Private corporations are those which are created for the immediate benefit and advantage of individuals: and their
Public corporations are those which are created for ptffiMe purposes, and whose property is devoted to the objects for
Whether an incorporated college, founded and endowed by an individual, who had reserved to himself a control over
Upon looking unto the charter of Dartmouth CollegesWe find that the king, “ being willing to encourage the laudable: “ and charitable design of spreading Christian knowledge “ among the savages of our American wilderness, and: also : “ that the best means of education be established in the “ province oí New-Hampshire, for the benefit of said prov- “ in ce.” ordained that there should be a College created in said province, by the name of Dartmouth College, “ for the “ education and instruction of youth of the Indian tribes, “ in this land, in reading, writing, and all parts of learning “ which should appear necessary and expedient for civilizing “and christianizing children of pagans, as well as in all “ liberal arts and sciences, and also of English youth and 11 any others;” and that there should be in the said Dartmouth College, from henceforth and forever, a body politic,, consisting of trustees of Dartmouth College, He then “ made, ordained, constituted and appointed” twelve individuals to be trustees of the College, and declared that they and their successors should forever thereafter be a body corporate, by the name of the Trustees of Dartmouth College; and that said corporation should be “ able, and in law capa- “ ble,: for the use of said College, to have, get, acquire, pur- “ chase, receive, hold, possess and enjoy tenements, heredita- “ ments, jurisdictions and franchises, for themselves and “ their successors, in fee simple or otherwise;” and “ to re- “ ceive and dispose of any lands, goods, chattels and other “ things, of what nature soever, for the use aforesaid; and “ also to have, accept and receive any rents, profits, annu- “ ities, gifts, legacies, donations or bequests, of any kind “ whatsoever, for the use aforesaid.” Such are the objects, and such the nature of this corporation, appearing upon the face of the charter. It was created for the purpose of holding and managing property for the use of the College ; and
It becomes, then, unnecessary to decide'in this case, how far the legislature possesses a constitutional right to interfere in the concerns of private corporations. It may not, however, be improper to remark, that it would be difficult to find a satisfactory reason why the property and immunities of such corporations should not stand, in this respect, on the same ground with the property and immunities of individuals.
In deciding a case like this, where the complaint is that corporate rights have been unconstitutionally infringed, it is the duty of the court to strip off the forms and fiel ions with which the policy of the law has clothed those rights, and look beyond that intangible creature of the law, the corporation, which in form possesses them, to the individuals and to the public, to whom in reality they belong, and who alone can be injured by a violation of them. This action, therefore, though in form the complaint of the corporation, must be considered as in substance the complaint of the trustees themselves.
The acts in question can only affect public or private rights and interests. With regard to the rights and interests which the public may have in the institution, no provision in the constitution of this state, nor of the United States, is recollected, which can protect them from legislative interference. We have been referred to no such provision, in the argument. The clauses in those constitutions, upon which the plaintiffs’ counsel have relied, were most manifestly intended to protect private rights only. All public interests are proper objects of legislation ; and it is peculiarly the province of the legislature to determine by
All private rights in this institution must belong either to j those who founded or whose bounty has endowed it; to the j officers and students of the college, or to |he trustees. -
As to those who founded or who have endowed it, no person of this description, who claims any private right, has been pointed out or is known tons. It is not understood that any person claims to be a visitor of this college. An absolute donation of land or money to an institution of this kind, creates no private right in it. Besides, if the private rights'of founders or donors have been infringed by these acts, it is their business to vindicate their own rights. It is no concern of these plaintiffs. When founders and donors complain, it will be our duty to hear and decide; but we cannot adjudicate upon their rights till they come judi
The officers and students of the college have, without doubt, private rights in the institution — rights which courts of justice are bound to notice — rights which, if unjustly infringed, even by the trustees themselves, this court, upon a proper application, would feel itself bound to protect. But for any injury done to their rights they have their own remedy. It would be unjust to prejudge their case on this occasion. They are not parties to this' record, and cannot be legally heard in the discussion of this cause. If no form of action given them by law can be conceived, it is because these acts do no injury to their rights.
The real question then is, do these acts unconstitutionally infringe any private rights of these trustees ? It is said that these acts in fact attempt to dissolve the old corporation, to create anew one, and to transfer the property of the old corporation to the new, and are therefore void on the principle decided in Territ & al. vs. Taylor, 9 Cranch 43. But admitting this to be the attempt, we might with great propriety remark, in the language of As hurst, J. in the case of The King vs. Pasmore, 3 D. & E. 244. that “ the mem- “ bers of the old body have no injury or injustice to com- “ plain of, for they are all included in the new charter of in-11 corporation : and if any of them do not become members “ of the new incorporation, but refuse to accept, it is their own fault.” But it seems to us impossible to suppose that the legislature intended by these acts to dissolve the old corporation or to create a new one, nor do we conceive that the addition of new members can in any case be considered as a dissolution of a corporation. The legislature of this state have not unfrequently annexed tracts of inhabited territory to towns, and thereby added new members to the corporation. Yet who ever supposed that this was a dissnln-
The plaintiffs, in taking this ground, seemed not to have adverted to a material distinction, which certainly exists between the rights and faculties relating to corporations, which can exist only in the corporators, as natural persons, and the corporate rights and faculties, which can exist only in the corporation. The right to the beneficial interest in the corporate property can only exist in natural persons. But the legal title and ownership in corporate property can in no case be considered as vested in the several corporators, as natural persons, either jointly or severally, but collectively in all, as one body politic, made capable by the policy of the law of holding property as an individual. This artificial individual, which is said to be immortal, holds in all cases the legal title. Hence a corporation may maintain trespass against any of its members who intermeddle with its property without its consent. Hence, too, the legal title of a corporation in lands will not pass by the deed of all its members. This faculty of holding property as an individual, which the policy of the law vests in a body of natural persons, that can be perpetuated by known rules of law, is. one of the great ends and uses of an incorporation. But the natural persons who compose this artificial, immortal m-dividual, in which the property is vested, must, in the nature of things, be continually fluctuating and changing; and yet the artificial individual remains, in contemplation of law, the same. It is, therefore, clear, that the legal identity
It has also been contended, that it depends altogether upon contract whether the old trustees shall become members of the corporation as now organized ; that there can be no contract without consent; and that, therefore, these acts cannot bind the old trustees without their consent, and must, in the nature of things, be invalid. The whole amount of this argument is this : a statute which attempts to compel the members of a corporation to become members of that corporation, differently organized, without their consent, is invalid: and as these acts make such an attempt, they-are therefore invalid. To this there are two decisive answers. 1. Neither of the propositions upon which the conclusion rests is true. 2. Admitting the premises to be correct, the legitimate conclusion to be drawn from them is wholly irrelevant to the question in the case. In the first place, the proposition that it depends altogether upon contract whether individuals shall become members of particular corporations, is not: universally true; and so far as respects public corporations, it is never true. The legislature has a most unquestionable right to compel individuals to become members of public -corporations. Thus vyhen a town is incorporated, all the inhabitants becomp members of the corporation, and continue members so long as they reside within its limits, whether they consent or not. Nor is there any good reason to doubt that the legislature possess the right to compel individuals to accept the office of trustees of Dartmouth College, however the corporation may
But, in the second place, admitting the premises to be true, the legitimate conclusion does not bear upon the question in this case. The fair conclusion to be drawn from the premises is, that these acts, so far as they attempt to compel the old members to become members of the corporation as now organized, are invalid. But the question here is, not whether the legislature can compel the old trustees to become members of the newly organized corporation, but whether
But what is such a new organization of a corporation as ,cannot be made without the consent of the corporators ? If new members cannot be added, can any new duty be imposed upon a corporation, or can the corporate powers and faculties be in any way limited, without such consent ? Our statute of June 21, 1814, Laws 284, makes it the duty of the several incorporated banks to make a return of the state of their several banks to the governor and council annually, in June, under a penalty of one thousand dollars. If the doctrine of these plaintiffs be true, may not the stockholders say that they cannot be compelled to be members of corporations, subject to new and different duties, without their consent, and that therefore this act is void ? And may not the same argument be used in regard to the acts of June 11, 1803, and June 17, 1807, which prohibit banks from issuing bills of a certain description ? In fact, does not this doctrine amount to a denial of the right to legislate at all on the subject of corporations without their consent ?
But, although an artificial individual, capable of holding the legal title to property, may be created by the policy of the law, and a kind of artificial will and judgment as to the management of its concerns, given to it by making the con
But the plaintiffs contend that these acts impair their right to manage the affairs of this institution, in violation of that clause of the fifteenth article in our bill of rights which
We have public statutes, authorizing the selectmen of towns to take the lands of individuals for highways, and empowering fire-wards “ to pull down, blow up or remove any house or buildings,” when necessary to stop the progress of fire. We have private acts, giving to turnpike corporations authority to take the land of individuals for their roads. Under all these statutes the property of individuals is often taken without their consent; and yet it seems never to have been doubted that those statutes were “the law of the land,” within the meaning of the constitution. By the statute of December 24. 1805, entitled, “ an act respecting
But it is said that the charter of 1769 is a contract, the validity of which* is impaired by these acts, in violation of that clause in the tenth section of the first article of the constitution of the United States, which declares that , “ No “ state shall pass any law impairing the obligations of con- “ tracts.” It has probably never yet been decided that a charter of this kind is a contract, within the meaning of'the constitution of the United States. None of the cases cited were like the present. In the case of Fletcher vs. Peck, 6 Cranch 87, there was an express contract, a conveyance of lands to individuals, for their own use. In the case of New-Jersey vs. Wilson, 7 Cranch 164, there was also an express contract, a treaty, by which lands, with a particular privilege annexed to the lands themselves, were granted to individuals for their own use, and upon a valuable consideration paid.
v’ This clause in the constitution of the United States was obviously intended to protect private rights of property ; and embraces all contracts relating to private property, whether executed or executory, and whether between individuals, between states, or between states and individuals. The word “ contracts” must, however, be taken in its common and ordinary- acceptation, as an actual agreement between parties, by which something is granted or stipulated immediately for the benefit of the actual parties. But this clause was not intended to limit the. power of the states in relation to their own public officers and servants, or to their own civil institutions, and must not be construed to embrace contracts which are in their nature mere matters of civil institution; nor grants of power and authority, by a state to individuals. to be exercised for purposes mere! y public. Thus marriage is a contract ; but being a mere matter of civil in
But admitting that charter to have been such a contract, what was the contract ? Can it be construed to be a contract on the part of the king with the corporators, whom he appointed, and their successors, that they should forever have the control of the affairs .of this institution, and be forever free from all legislative interference, and that their number should not be augmented or diminished, however strongly the public interest might require it ? Such a contract, in relation to a public institution, would, as we conceive, be absurd, and repugnant to the principles of all government. The king had no power to make such a contract, and thus bind the sovereign authority on a subject of mere public concern. Nor does our legislature possess the power to make such a contract. Had it been provided in the act of, June, 1816, that the twenty-one trustees should forever have the exclusive control of this institution, and that no future legislature should add to their number, does any one suppose such a provision would have been binding upon a future legislature? Or suppose the legislature should enact that the number of judges of this court should never be augmented, is it possible to suppose that such an act could abridge the power of a succeeding legislature on the subject? We think not. A distinction is to be taken between particular gran té, by the legislature, of property or privileges to individuals, for their own benefit, and grants of power and authority to be exercised for public purposes. The for-
I have looked into this case with all the attention of which I am capable, and with a most painful anxiety to discover the true principles upon which it ought to be decided. No man prizes more highly than I do the literary institutions of our country, or would go farther to maintain their just rights and privileges. But I cannot bring myself to believe that it would be consistent with sound policy, or ultimately with the true interests of literature itself, to place the great public institutions, in which all the young men destined for the liberal professions are to be educated, within the absolute control of a few individuals, and out of the control of the sovereign power — not consistent with sound policy, because it is a matter of too great moment, too intimately connected with the public welfare and prosperity, to be thus entrusted in the hands of a few. The education of the rising generation is a matter of the highest public concern, and is worthy of the best attention of every legislature. The im
I am aware that this power in the hands of the legislature may, like every other power, at times be unwisely exercised ; but where can it be more securely lodged ? If those whom the people annually elect to manage their public affairs, cannot be trusted, who can ? The people have most emphatically enjoined it in the constitution, as a duty upon “ the “ legislators and magistrates, in all future periods of the “ government, to cherish the interests of literature and the “ sciences, and all seminaries and public schools.” And those interests will be cherished, both by the legislature and the people, so long as there is virtue enough left to maintain the rest of our institutions. Whenever the people and their rulers shall become corrupt enough to wage war with the sciences and liberal arts, we may be assured that the time will have arrived when all our institutions, our laws, our liberties, must pass away; when all that can be dear to freemen, or that can make their country dear to them, must he lost, and when a government and institutions must be established of a very different character from those under which it is our pride and our happiness to live.
In forming my opinion in this case, however, I have given no weight to any considerations of expediency. I think the legislature had a clear constitutional right to pass the laws in question. My opinion may be incorrect, and our judgment erroneous ; but it is the best opinion which, upon the most mature consideration, 1 have been able to form. It is, certainly, to me a subject of much consolation, to know that if we have erred, our mistakes can be corrected, and'be prevented from working any ultimate injustice. If the plaintiffs think themselves aggrieved by our decision, they
Judgment for the defendant,