Five-minute digest
Trustees of Dartmouth College v. Woodward
Summary
Dartmouth College began as the Reverend Eleazar Wheelock's charity school for teaching Indian youth to read and instructing them in the Christian faith. Funds raised in England, with the Earl of Dartmouth among the trustees of the English contributions, allowed Wheelock to seek a charter, and on 13 December 1769 the royal governor of New Hampshire, acting in the name of George III, incorporated twelve trustees with power to govern the college and fill their own vacancies. Wheelock's son John succeeded him as president. In 1815, after years of quarrels over religion, appointments and control, the trustees removed John Wheelock. The Republican legislature elected in 1816, with Governor William Plumer's support, then passed acts renaming the institution Dartmouth University, enlarging the board to twenty-one with the new members named by the governor, and adding a board of overseers largely appointed by the state. The original trustees refused to accept the change and sued William H. Woodward, the college's secretary and treasurer, who had sided with the university, for the records, seal and account books. The Superior Court of New Hampshire ruled for Woodward. At Washington in March 1818, Daniel Webster and Joseph Hopkinson argued for the trustees that the charter was a contract under which private donors had given property, that the college was a private charity rather than a branch of government, and that the 1816 acts took its management from the persons the founder had chosen. John Holmes and Attorney General William Wirt replied for Woodward that the college was a public corporation devoted to education, a concern of the whole community; that the trustees held no private beneficial interest; that New Hampshire had succeeded to the powers of the Crown and Parliament over such bodies; and that the Contract Clause was aimed at private agreements about property, not at charters granting public trusts. On 2 February 1819 the Court reversed the state court, 5-1, with Justice Gabriel Duvall dissenting without opinion. Chief Justice Marshall agreed that the Constitution does not restrain states in regulating their own civil institutions, but held that Dartmouth was a private eleemosynary corporation: its funds came from private donors, its trustees were not public officers, and its educational purpose did not make it part of the government. A corporation, he wrote, is an artificial being created by law, and the charter was a contract among the donors, the trustees and the Crown, whose obligations New Hampshire inherited. The 1816 acts transferred control of the college to the state and therefore impaired that contract. The library text contains Marshall's opinion only; the concurring opinions of Justices Washington and Story and the notes are not included. After the decision the college was restored to its trustees, and the state-created university ceased to operate. Story's suggestion that a state could reserve, in the charter itself, a power to amend was widely adopted in later state charters and constitutions, and the Court narrowed implied charter rights in the Charles River Bridge case in 1837.
Top Lessons
Public body or private charity?
Both sides agreed that a state may reshape its own civil institutions. The whole case turned on whether Dartmouth was one of them. Marshall looked at where the money came from, who appointed the trustees and what they did, and concluded that teaching the young does not make a teacher a public officer.
The artificial person
Marshall's description of a corporation as an artificial being, invisible, intangible and existing only in law, explains how a group of changing individuals can hold property and act as one across generations. The charter gives it only the powers written there, and Marshall argues that the state cannot later add or remove them at will.
When a rule reaches cases its authors did not foresee
Marshall admits that the framers probably were not thinking of college charters when they wrote the Contract Clause. He holds that a case within the words of a rule must still be governed by it unless there is a plain and strong reason to except it. Students can weigh this method of reading laws.
Founders, donors and the dead hand
The trustees argued that donors gave their money trusting the charter to keep it under the government Wheelock designed. New Hampshire argued that a college serving the public should not remain forever in the hands of a self-perpetuating board named under a king. The case asks how long the wishes of founders should bind those who come after.
Verified Quotes
Frequently cited
“A corporation is an artificial being, invisible, intangible, and existing only in contemplation of law.”
Frequently cited
“The opinion of the court, after mature deliberation, is, that this is a contract, the obligation of which cannot be impaired, without violating the constitution of the United States.”
“This is plainly a contract to which the donors, the trustees and the crown (to whose rights and obligations New Hampshire succeeds) were the original parties.”
“Taken in its broad, unlimited sense, the clause would be an unprofitable and vexatious interference with the internal concerns of a state”
“It is more than possible, that the preservation of rights of this description was not particularly in the view of the framers of the constitution, when the clause under consideration was introduced into that instrument.”
“These eleemosynary institutions do not fill the place, which would otherwise be occupied by government, but that which would otherwise remain vacant.”
Medical Lens
Marshall's opinion addresses a college charter, corporate personality and the Contract Clause; it has no medical subject matter.