James Thompson

“ This is generally described as an inherent right, which would necessarily defeat any attempt by legislation to enforce upon a corporation qualities of perpetuity. Such a thing would be impossible in the nature of things. Corporations, like individuals, die by the decay, or loss of their vital functions, and this effectually defies authority, to render them perpetual. A surrender of a franchise is the voluntary death of the corporation, and is one mode by which it may cease to exist: 19 Johns. ”

“ Lastly, the argument in this case culminates in an assumption that the legislature and corporation of Jefferson College, and so of any other corporate body, may be controlled in changing, altering, repealing and surrendering the charter, by the contractors with the corporation. The one may consent, and the other act upon such consent, and yet this may be set aside by outside parties. This position is only true of corporations, generally to the extent of leaving intact contracts and preserving legal remedies. Obviously no more. That is always provided for by the legislature. ”

“ The argument in support of the plaintiff's position, not being sufficiently self-sustaining, an equity is invoked in its aid. That, as a consideration in the question before us, is outside of the case, excepting as it may serve to illustrate the argument. This equity is, that the subscribers for scholarships made them in view of their proximity to Jefferson College, and convenience of maintaining scholars at home while attending upon a collegiate course of instruction, and that they will be deprived of this advantage by the removal of the college to Washington. ”

“ No doubt it was expected from the fact that Jefferson College was located at Canonsburg, that that was to be the place of the performance of the contracts. On the face of the contracts, and there is nothing but this in the case, the contracts are personal to the corporation, and it could perform or offer performance anywhere, whether at Washington or Canonsburg. The contracts are complete, so as to bind both contracting parties without designating the place. The party liable to perform, as in any other personal contract, is liable wherever found. ”

“ These three bills, relating to the same institution, and involving considerations common to each, were argued together, and as they can be most satisfactorily disposed of together, we now propose to do so. ”

“ There are instances, it must be admitted, very near the outer verge of legislative power, but they have been always sustained, and in their apparently objectionable features, are incomparably stronger than anything which can be assumed or predicated of the contracts in question. ”

“ Stay laws, which change the remedy and rights of the parties, to some extent at least, have from time to time been passed in this and other states, and they have been uniformly sustained, whenever the contract did not specially provide to the contrary. ”