how did dartmouth college v woodward contribute to nationalism
94. An Act Incorporating the Protestant Episcopal Church in the town of Alexandria, in the District of Columbia, January 1811. 1786, Founders Online. Story made no such exception but instead declared, the dissolution of the regal government no more destroyed the right to possess or enjoy this property than it did the right of any other corporation or individual to his or its own property.Footnote 102 In Story's rendering, a private corporation carried out the rights of its constituent members, and therefore, any state incursion on the powers of a private corporation amounted to an attack on the fundamental rights of private citizens. 47. 64. For Story, Virginia's statutes first incorporating and then undoing incorporationand ultimately vesting parish property in the commonwealthwere utterly inconsistent with a great and fundamental principle of a republican government, the right of the citizens to the free enjoyment of their property.Footnote 100 Virginia's Glebe Act was not, therefore in our judgment, operative so far as to divest the Episcopal church of the property acquired, previous to the revolution, by purchase or by donation.Footnote 101. The assembly affirmed, for example, that vestries and churchwardens could make bylaws, disburse funds, bring lawsuits, and sign contracts.Footnote 27 Like Virginia's other colonial corporations, vestries were public bodies and could buy or dispose of real estate only with the assembly's approval.Footnote 28 The assembly could dissolve parish vestries whom they deemed incompetent or unqualified. The federal court was a last resort for the Alexandria vestry, and they brought the suit only after Madison's veto and the Fairfax Overseers attempt to seize the glebe. Terrett v. Taylor, 13 U.S. (9 Cranch) (1815), 5152; and Trustees of Dartmouth College v. Woodward, 17 U.S. 518 (1819), 63539. The Court may have offered an ideological defense of customary incorporation in Terrett, but Virginia's continued refusal to abide by the decision underscored the weakness of common law incorporation. But looking at this series of cases togetherstarting with Turpin, moving next to Terrett and then considering Dartmouth Collegeoffers several important insights to scholars. 106. Recent accounts of American corporate history rely on Davis's tallies, and therefore also leave out common law corporations. 50. 18. Both of his opinions relied on similar language, precedents, and examples. Thomas Buckley, Establishing Religious Freedom: Jefferson's Statute in Virginia (Charlottesville, VA: The University of Virginia Press, 2013), 12224; and H. Jefferson Powell, A Community Built on Words: The Constitution in History and Politics (Chicago: University of Chicago Press, 2005), 8595. Terrett v. Taylor, 13 U.S. (9 Cranch) (1815), 5153. 126. Did a state legislature have the right to seize the property of the parish? 107. Currie, The Constitution in the Supreme Court, 14041. Tucker made two arguments to justify the dissolution of private corporations. The corporations of the established church existed by force of the common law arising from the universal agreement of the whole community.Footnote 19 These common law corporations could shew no charter of incorporation, but rather derived their legal privileges and special status under the presumed consent of the crown and on the basis of custom.Footnote 20 Blackstone mentioned parish churchwardens, bishops, vicars, and the king himself as examples of such customary corporations. In order to dismiss any constitutional basis for Virginia's revocation of incorporation, he had to argue that nothing in the acts incorporating the church and confirming its property infringed the right to free exercise or constituted an established religion, Story upbraided Virginia's disestablishmentarian laws for treading upon the principles of natural justice, upon the fundamental laws of every free government, upon the spirit and the letter of the constitution of the United States, and upon the decisions of most respectable judicial tribunals.Footnote 105 Story was certainly vague in Terrett about which clause of the Constitution Virginia's laws violated, and scholars have often suggested that natural law was the true rationale for his decision.Footnote 106 But in his Commentaries on the Constitution, Story later included Terrett in his discussion of the Contract Clause and Article VI, Section 1.Footnote 107 Once the vestry is properly regarded as a pre-Revolutionary corporation, the decision's basis in the Constitution comes into clearer focus, as does its close connections in Dartmouth College. Eckenrode, Separation of Church and State in Virginia, 121. In recognizing a charter as a contract that vested private rights against The state had vested an indefeasible and irrevocable title to the church to all parish property in 1776.Footnote 96 Then, it expressly conferred incorporation to the minister and vestry, and, in case of a vacancy, the vestry of each parish respectively and their successors forever and affirmed their title to all the property of the late Episcopal church when it chartered the Episcopal Church.Footnote 97 The legislature retained some power over public corporations such as a town, city, or the parish of the established church but only abuse could jeopardize the rights of a private corporation and then only after a judicial judgment.Footnote 98 Story staked out a significant distinction between public and private corporations by insulating private corporations from legislative intrusion.Footnote 99 Once the state had conferred incorporation on the Episcopal Church in 1784, parishes were undoubtedly private corporations and beyond the reach of the legislature. Terrett v. Taylor, 13 U.S. (9 Cranch) (1815), 50. Dignan, History of the Legal Incorporation, 3540. for this article. Whereas Tucker had granted the legislature significant latitude to regulate private corporations, the Court used Terrett as an opportunity to assert the independence of private corporations vis--vis state legislatures, and defended corporations indefeasible and irrevocable titles to their property.Footnote 83, The conflict in Terrett v. Taylor (1815) resembled the earlier Turpin v. Lockett in many ways. Click the card to flip . [Philadelphia? Published online by Cambridge University Press: After the repeal of the Incorporation Act, no other religious societies became incorporated in the state, and the legislature formally enacted a prohibition against religious incorporation in 1798.Footnote 64 In 1851, the commonwealth formally amended its Constitution to add this provision, which stood in place until 2002.Footnote 65 The hostility toward religious incorporation in Virginia was exceptional, which explains why the state's distinctive policies would become significant test cases for the rights of corporations. 115. 14. 30. In Turpin, the Virginia Supreme Court considered incorporation twice over. Webproceedings of the trustees of Dartmouth College from the establishment of the corporation until the 7th day of October, 1816; the original charter or letters-patent, constituting the He had no time for Tucker's framing of the dissolution of parishes in Turpin as part of the long march of religious reformation. 96. 114. Marshall had invoked the irrevocable nature of charters as far back as 1786 when he, Randolph, and Madison discussed under what circumstances the legislature could permissibly strip the Episcopal Church of its incorporation. Since independence, the Virginia legislature had guaranteed the Episcopal Church its property in five separate statutes and formally incorporated the church in 1784.Footnote 95 With these acts, the question of whether or not the church's incorporation had survived the Revolution no longer mattered. Newmeyer stated that Marshall cited Terrett in Dartmouth College, but does not elaborate any further. Ely, James W. Jr., The Marshall Court and Property Rights: A Reappraisal, The John Marshall Law Review 33 (2000): 104950Google Scholar; Benjamin F. Wright, Jr., The Contract Clause of the Constitution (Cambridge, MA: Harvard University Press, 1938), 38; and David P. Currie, The Constitution in the Supreme Court: The First Hundred Years, 17891888 (Chicago: University of Chicago Press, 1992), 138. 22, 105. An appeal sent by the Baptist General Committee declared that churches could only be regulated by the Law of God and not the Law of the State; by the acts of the Apostles, and not by the Acts of an Assembly.Footnote 56 The petitioners invoked Article 16 of Virginia's Declaration of Rights to argue that if religion can be directed, only by reason and conviction; not by force and violence, we cannot see with what propriety the General Assembly could incorporate the Protestant Episcopal Church.Footnote 57 These wide-ranging criticisms of the 1784 Act gave rise to a fundamental opposition to all forms of incorporation for religious societies, a development that did not happen in other states.Footnote 58, In the midst of these debates over repeal, Madison heard the expertise of two of Virginia's leading legal minds: Edmund Randolph, then Governor of Virginia and future United States Attorney General and Secretary of State, and John Marshall, member of Virginia's legislature and future Chief Justice of the United States Supreme Court.Footnote 59 One brief page of notes remains extant from this meeting, which has largely escaped the attention of constitutional scholars.Footnote 60 Although hurried and abbreviated, the document captures Randolph and Marshall's resounding objections to repealing a charter of incorporation. 91. First, these disputes reveal that the outcome of Dartmouth College was not a foregone conclusion, no matter what Webster argued. First, they weighed whether some of Virginia's oldest and most familiar customary corporationsparish vestries, churchwardens, and ministershad withstood a republican revolution and religious reformation. 42. 125. Trustees of Dartmouth College v. Woodward, 17 U.S. 518 (1819), 59192. In Virginia, customary corporations and irrevocable charters were likewise attacked as an un-republican vestige of legal favoritism. The confusion over which justices joined Story's opinion in Terrett is widespread in the literature. WebIn Dartmouth College v. Woodward, 17 U.S. 481 (1819), the Supreme Court ruled that the state of New Hampshire had violated the contract clause in its attempt to install a new Decisions over the legality of state disestablishmentarian policies had lasting consequences for all American corporations. The 1815 decision had already affirmed that the legislature could not modify or repeal acts creating private corporations. Trustees of Dartmouth College v. Woodward, 17 U.S. 518 (1819), 707, 695. The legislature soon revoked the Episcopal Church's incorporation, prohibited any church from becoming incorporated, and confiscated parish property. national authority. Common law obviated the necessity of a formal act of incorporation for the established church in Virginia, but the colonial assembly recognized the corporate standing of parish vestries and churchwardens in many pieces of legislation. Eric Hilt, Early American Corporations and the State, in Corporations and American Democracy, 4042, 48, 400 n.14. Terrett v. Taylor, 13 U.S. (9 Cranch) (1815), 52. Colonists unquestionably accepted the incorporation of parish vestries, churchwardens, and rectors under common law. Christ Church in Alexandria, Virginia in 2020. In the colonial era, Fairfax Parish had stretched along the Virginian bank of the Potomac River near the bustling ports of Georgetown, Maryland and Alexandria, Virginia. Virginia's Constitution prohibited a religious establishment which should have exclusive rights and prerogatives, or compel the citizens to worship under a stipulated form or discipline, or to pay taxes to those whose creed they could not conscientiously believe but the free exercise of religion cannot be justly deemed to be restrained by aiding with equal attention the votaries of every sect.Footnote 104 Story's opinion highlighted that Virginia's rejection of any form of religious incorporation diverged sharply from other states, where general statutes of incorporation for religious societies were common. Empowered by common law and affirmed in colonial statutes, parish vestries and churchwardens routinely exercised the unique rights of corporations. 100. Tucker offered a second, more sweeping defense of the legislature's right to dissolve private corporations by distinguishing between the rights of people and corporations. Mays, Edmund Pendleton, 2:404n14; and Trustees of Dartmouth College v. Woodward, 17 U.S. 518 (1819), 664. In both instances, the contract has been altered, without the assent of the corporation, its obligations have been impaired.Footnote 120 Washington, who had once called Virginia's glebe confiscation a humiliation, drew together the Virginia Glebe Act and the actions of the New Hampshire legislature by labelling both as laws that were repugnant to the Constitution in his opinion Dartmouth College.Footnote 121. G. Edward White, The Marshall Court and Cultural Change, 18151835 (New York: Macmillan, 1988), 608. After the repeal of incorporation, Marshall voted in support of a resolution framing the conflict as a matter of private property, reaffirming the vested rights of parishes, and preventing future discussion of glebe confiscation.Footnote 114 The evidence from Marshall's legislative career overwhelmingly suggests that he would have joined Story's decision in Terrett. With this sweeping assessment, Marshall drew together the earlier decision in Terrett with Dartmouth College in protecting the rights of all corporations.Footnote 127. But Story insisted that the status of parishes in 1776 was beside the point. The divergent outcomes in the two cases lay in the distinctions between the Anglican Church in Virginia and in Vermont before the Revolution. Evangelicals continued to press the legislature to seize Episcopal parish property. 19. James Madison to Thomas Jefferson, January 9, 1785, Founders Online. Philip Hamburger, Separation of Church and State (Cambridge, MA: Harvard University Press, 2009), 182n66. Part of Terret's obscurity stems from its omission from Chief Justice Marshall's decision in Dartmouth College. Two hundred years ago this week, the Supreme Court issued its now famous ruling in Dartmouth College v. 9. William Waller Hening, ed., The Statutes at Large: Being a Collection of All the Laws of Virginia, from the First Session of the Legislature in the Year 1619 (New York: R.&W. Gordon, The African Supplement, 38990n8. Tucker was sympathetic to the Episcopal Church's predicament and expressed disappointment that the question of the glebes had been agitated with such hostility. Although Story never mentioned Turpin v. Lockett, his opinion systematically excoriated its rationale. The Virginia Supreme Court and the United States Supreme Court ultimately diverged sharply over the legality of the 1802 Glebe Act and the state's disestablishmentarian program. 10, ed. In short, Story treated the post-1784 parish like any other private corporation. For a comparison of the two policies of confiscation, see Gordon, The Landscape of Faith.. The Supreme Court upheld the sanctity of the original charter of the The New York and South Carolina legislatures rejected numerous petitions for incorporation from dissenting congregations throughout the eighteenth century.Footnote 40 In Maryland, the legislature's mortmain statutes denied Catholics and Protestant dissenters the ability to incorporate; the parishes of Maryland's established Anglican Church, however, held their property under common law incorporation.Footnote 41 Virginia's growing community of dissenters was just beginning to protest against their inability to incorporate on the eve of the Revolution. James Madison, Detatched Memoranda, ca. 97. For example, in 1751, the vestry of St. Peter's Parish in New Kent County ordered that all persons indebted to the Parish do account with the Church Wardens and Pay to their Hands the Several Sums due from them, and in failure of Payment the church wardens are required to bring suit for the recovery of the same.Footnote 33 Parishes could extend credit securely because they could recover outstanding debts in court. While Dartmouth College had been incorporated by a royal charter in colonial New Hampshire, the litigant in Terrett, a parish vestry, had been incorporated under common law in colonial Virginia. WebIn the case of Dartmouth vs. Woodward, by denying the state of New Hampshire the right to convert Dartmouth College into a public university, through whichNew Hampshire Tucker's Turpin opinion then dealt quickly with the question that would occupy the Court's attention in Dartmouth College: did the legislature have the authority to dissolve a private corporation? The exclusive legacy of the establishment's customary incorporation and its material wealth hung over these post-Revolutionary debates in Virginia. These radical policies set Virginia apart from other states and made these disputes a critical litmus test for the rights of all corporations. The First Disestablishment: Limits on Church Power and Property Before the Civil War, University of Pennsylvania Law Review 162 (2014): especially 31632. 48. Dartmouth College established the security of contract over custom and led charters to supersede any other legal framework for incorporation. 27. For more on how Virginia's dissenters challenged the Anglican establishment, see Thomas Buckley, Church and State in Revolutionary Virginia, 17761787 (Charlottesville: University Press of Virginia, 1977); and John Ragosta, Wellspring of Liberty: How Virginia's Religious Dissenters Helped Win the American Revolution and Secured Religious Liberty (New York: Oxford University Press, 2010). The vestry of Fairfax Parish had purchased its glebe in 1770 from Daniel Jennings and his wife using money raised from parishioners.Footnote 108 Although the corporate existence of colonial parishes rested on common law, Story argued that the Revolution had in no way impaired the corporation's standing or interfered with the title to this property. 39. November 27, 1789, Journal of the House of Delegates of the Commonwealth of Virginia (Richmond, VA: 1828), 8384, 113. Livingston signed onto Story's and Washington's decisions in Dartmouth that cited Terrett. 81. The Supreme Court's 1819 decision limited the power of a state legislature to invalidate a royal charter, or indeed to alter any corporate contract.Footnote 1 Scholars have emphasized that the legal structure of the modern U.S. business corporation had its genesis in Dartmouth College and called the case an epochal moment in the history of American corporations.Footnote 2 Chief Justice John Marshall's definition of the corporation in Dartmouth College remains a touchstone for scholars and the courts today.Footnote 3, However, when Daniel Webster appeared before the Court, he cast Dartmouth College as an already-settled matter of law, not a potential milestone. She also thanks Susan Juster, Bill Novak, Hunter Harris, Katharine Waggoner Karchner, Owen Masters, and Kristina Petersen for their advice, as well as David Tanenhaus, Laurie Wood, and Justin Simard for their comments on an early version of this piece at the Student Research Colloquium at the American Society for Legal History in 2018. In the colonial Chesapeake, where there were few corporations and individuals went to great lengths to preserve wealth from one generation to the next, it was not only the amount of property that parishes held but the relative security of their investments that expressed the special status and corporate power of the established church.Footnote 35 Because of their privileged position as corporate entities, vestries and churchwardens held property securely in perpetuity; parishes could sell their assets more than a century later without any difficulty.Footnote 36 However, dissenting congregations lacked any standing in law and instead had to vest their property in individual congregants.Footnote 37 The exclusivity of common law-incorporation was yet another powerful, material advantage for the established church. (Oxford: Clarendon Press, 1770), I:472. In colonial Virginia, rectors, churchwardens, and vestries of the established Anglican Church were incorporated under common law. Justice Story attacked Virginia's state laws at great length but this narrower jurisdictional holding offered Virginia some room to sidestep the ruling. Terrett v. Taylor, 13 U.S. (9 Cranch) (1815), 49. The rights secured under common law had relied on the king's consent and therefore had not survived the political revolution. Journals of the House of Burgesses of Virginia, 17731776 (hereafter JHBV), May 17, 1774, 103. 8. Another clue to Marshall's views can be found in a closely related case, Town of Pawlet v. Clark (1815), which the Court heard just a few weeks after Terrett.
