Nathan Clifford

“ Admit that a power to alter is not a power to destroy, still has there been any destroying here? There is nothing either in the plan of endowment or in the certificate which makes it obligatory to give the promised education at Canonsburg. There is no 'contract' that it shall be there. Nor can any one affirm even that the trustees intended or the contributors, many of whom did not live at Canonsburg, expected that it should always be there. ”

“ Doubts have often been expressed whether a private corporation can be dissolved by the surrender of its corporate franchise into the hands of the government, but the question presented in this case is not of that character, as the act of the legislature uniting the two colleges did not contemplate that either college as an institution of learning should cease to exist, or that the funds of either should be devoted to any other use than that described in the original charters. ”

“ Corporate franchises granted to private corporations, if duly accepted by the corporators, partake of the nature of legal estates, as the grant under such circumstances becomes a contract within the protection of that clause of the Constitution which ordains that no State shall pass any law impairing the obligation of contracts. ”

“ If they were, then the surrender of the charter of Jefferson College, and the acceptance of the new one, was with the assent, in point of fact, of the trustees, the legislature, and the holders of scholarships; in other words, with an assent of every interest in the college. All came voluntarily into the new corporation; a corporation over which by the amended constitution of 1857, the legislature had from the hour of its creation a very large control. The holders of the scholarships are not corporators. Independently of which no injustice has been done them. ”

“ Such a power also, that is the power to alter, modify, or repeal an act of incorporation, is frequently reserved to the State by a general law applicable to all acts of incorporation, or to certain classes of the same, as the case may be, in which case it is equally clear that the power may be exercised whenever it appears that the act of incorporation is one which falls within the reservation and that the charter was granted subsequent to the passage of the general law, even though the charter contains no such condition nor any allusion to such a reservation. ”

“ Charters of private corporations are regarded as executed contracts between the government and the corporators, and the rule is well settled that the legislature cannot repeal, impair, or alter such a charter against the consent or without the default of the corporation judicially ascertained and declared. ”

“ The general right of a private corporation to surrender its franchises must be admitted. There may be some distinctions as respects eleemosynary corporations, but in cases where both corporation and State, that is to say, where grantor and grantee alike consent, the general rule can be qualified only by some plain injury to private right, in the face of what either State or corporation was bound to do.
Now here the charter of 1862 is 'alterable,' and may be 'altered' by the legislature. The power is given in a form elliptical indeed, but abundantly plain. ”

“ It is the inequitable exaction by people like the complainants-people of Canonsburg-of what they call their rights under these scholarships-that Jefferson College was reduced to a condition that, in order to live at all, it had to seek union with a stronger one. ”

“ The provision does not confer upon or reserve to the legislature the power to revoke and resume the franchises granted by the act of 1802, and to confer them and the property acquired under them upon a new and different corporation. A power to alter the constitution of the college is not a power to revoke and destroy it. A right to alter is consistent with the perpetual existence of the college. ”

“ There was no dispute about facts. The question was the validity of the 'supplemental' act of 1869; the question, namely, whether the contract of scholarships between the complainants and others and Jefferson College, did not interpose a constitutional barrier to any legislative grant of authority to the trustees of the college to surrender its former charter and accept a new one, by which the college was eventually removed from Canonsburg to Washington, in the same county. ”

“ They have no interests to consult but those of their corporators. Those interests will prevent their abusing their trusts. But eleemosynary corporations are trustees of a sacred trust. For the most part they are managing the property of the departed. They are bound to respect in the highest degree the objects and directions declared by their founders and benefactors. They cannot surrender their franchises at pleasure. ”

“ Of the 1500 scholarships sold, several hundred were bought and are held by residents of Canonsburg. All the 114 complainants are of this class. What did the contributors expect at the time the contracts were made? What did the trustees know that they expected? And what did the trustees themselves intend? What, in short, did all parties mean? Certainly to get the tuition from Jefferson College, at Canonsburg; from that college, permanently fixed there. A college is not an ambulatory institution, but a stationary one. ”

“ At that juncture a bill was filed by some of the scholarship holders, and an injunction asked for and obtained, restraining the defendants from the removal of the college. The ground upon which the injunction was put was, that in the case of a scholarship issued by a college having an established location, the place where the tuition is to be given is an essential part of the contract. ”

“ Questions of thak kind are addressed very largely to the judicial discretion of the court and create the necessity for inquiry into the facts of the case and for an examination into all the surrounding circumstances. ”

“ They bring their bill of complaint against the two colleges as united, under the first act of Assembly passed for that purpose. Service was made and the respondents appeared and pleaded in bar that the complainants, as such trustees, duly accepted the act of Assembly creating the union of the two institutions, and that having accepted the same they, as a corporation, became dissolved and ceased to exist, and have no authority to maintain their bill of complaint. ”

“ There was also filed a third bill by five persons, 'members of the boards of trustees of Washington and Jefferson.' Their complaint being more especially of the supplement of 1869, and of its impairing the obligation of the contracts raised by the act of 1865. All three bills originated apparently in one view, and had apparently one purpose, the different forms of effort being resorted to, the one in aid of the other; and so that if one form of proceeding was found open to fatal objection, one or both of the others might be resorted to with better prospect of success. ”