not be altered without the consent of the corporation." "If a charter of incorporation be a contract, it certainly is not such a contract as comes within the meaning and spirit of that article in the constitution. * * * The supreme court in Massachusetts have said this was the design of the provision: ‘The article respecting the obligation of contracts, as we all know, was provided against paper money installment laws,' etc. * * * It is remarked by Judge Johnson, in the case of Fletcher v. Peck, that the state legislatures pass laws impairing the obligation of contracts, yet that these laws appear to be within the most correct limits of legislative powers, and certainly could not have been intended to be affected by this constitutional provision." * * * "It has been asserted that Dr. Wheelock was the founder, but the assertion is supported by no evidence. The charter, probably in consequence of these exertions, calls him the founder. But this does not make him so." "The first gift of the revenues is the foundation, and he who gives them is in law the founder. Many individuals made donations; but who made the first? It does not appear. I am instructed to say that Dr. Wheelock made very liberal donations to Moor's Charity School, an institution in the neighborhood of the college, though entirely distinct from it, but that he made none to the college itself. In no part of the charter is it mentioned that he made any donation to the college. If he did, there is no evidence of the fact. It does not appear, then, that he was the founder, or that he had power to transfer the right of visitation to the trustees." * * * "If Dr. Wheelock is the founder and visitor of the college, he did not transfer to the trustees the right of visitation. There are no words in the charter making them visitors." ** "The trustees allege that the General Court attempted to compel them to act under an amended charter, and that they had no power to do it. Many cases have been cited on this point, but they only show that the king cannot compel corporations to accept or act under amended charters, not that parliament cannot compel them. The authority of Parliament, as everyone knows, is much more extensive than that of the king. The king cannot grant to a corporation exclusive privileges; Parliament may. The king cannot dissolve a corporation; Parliament possesses the power. Corporations in this state have frequently been compelled to act under amended charters." "Suppose the trustees had been guilty of great abuse of their trust, an information had been filed on it, and their charter had been declared forfeited. What would have been the consequences? Would the trustees have lost anything? Not a cent. The public, and not the trustees, would have been the sufferers." "In the first place, we are told that the corporation is placed beyond the control of the legislature. They have no authority to amend its charter; to touch its property; to take from it a single right or privilege; or to limit the exercise of any one of its powers. In the next place, we are told that the trustees are visitors of the college and of the application of its funds. This places them beyond the control of every court of law, let them do what they will with the property given to the institution. 'The sentence of a visitor, on subjects within his jurisdiction, is final and conclusive, and the king's courts cannot in any form of proceeding review the sentence.' 2 Kyd on Corp." "It is within the jurisdiction of a visitor, it is his duty, to see that the funds given to the institution of which he is a visitor, are properly applied; and when he decides, his sentence is conclusive on all courts. Suppose the trustees should appropriate the funds of the college to their own use. If they are visitors as to the application of the funds, as is contended, no court of law can make them accountable. A visitor is himself subject to no visitation, to no control. Where is the man, though possessed of the most charitable and benevolent feelings, that would give to a corporation raised so far above all responsibility? Such a corporation is a monster, that would devour all charities! The very sight of such a monster, placed beyond all legislative, all judicial control, like the terrific head of Medusa, would convert even Charity herself into stone! That a corporation,. * * * created for the sole purpose of promoting the public interest, may be altered in such a manner as the public interest requires, is a principle as obvious to common sense as any that can be imagined." Bartlett states the position of Mason and Smith to be: I. "That the legislative acts in question are contrary to the principles of natural justice. 2. "That corporations of this nature are independent of legislative control. 3. "That the provisions of these acts violate the constitutions of New Hampshire and the United States." He then argues that the first point is too indefinite; that no court is warranted in setting aside any law because the judges may think it is contrary to natural justice; that the provision abolishing the oath of allegiance to the king, or the section guaranteeing freedom of religious opinion, is not in violation of natural justice; that all the authorities show, that changing the name, changes none of the rights, duties, powers or privileges of the corporation; that the state had not confiscated corporate property, but renovated the corporation, and added new members, according to the decision in King v. Pasmore, 3 Term, 241-244; that Ashhurst, J., was right when he said in that case, "As to there being a dissent of a majority of the old members, I lay no stress upon it." "Here the members of the old body have no injury or injustice to complain of, for they are all included in the new charter of incorporation, and if any of them do not become members of the new incorporation, but refuse to accept it, it is their own fault;" that Philips v. Bury, 4 Mod. Rep. 117, showed that the universities in England and institutions of a similar nature in this country, were public corporations; that the English doctrine, that corporations could be dissolved by act of Parliament "had been long exercised in practice," in Great Britain and the colonies, citing the Land Bank and South Sea schemes; the statute declaring all corporations and licenses granted by Henry VI void; the abolition of monopolies by Parliament; the frequent changes. in the admission fee of trading companies, in the number of their members, and their qualifications; the radical changes in the act of 5 George III in the African corporation, created by the act of 23 George II; the case of Manchester College, in which Parliament by act of 2 George II, annulled the powers of a special visitor and vested them in the crown; the abrogation of the oaths of allegiance and supremacy, by the act of 1 W. & M., which provided for vacating the office of head patron in St. John's College, if the incumbents refused to take the new oath. He also referred to the act passed by Connecticut in 1723, enlarging the number of trustees of Yale College, fixing a quorum, creating new officers, and establishing other regulations without the consent of the corporation; to the act of Massachusetts in 1673, adding to the members of the corporation of Harvard College, against the will of the corporation; and to the repeal of the provision in the charter of Trinity church, in regard to "induction" by the state of New York, by the act of 1784. He concluded this branch of his argument with offering "to abandon the defence, when one unequivocal authority shall be produced by the plaintiffs to show that the exercise of such power was ever judged illegal." * * * "But the plaintiffs have insisted that 'it is a private eleemosynary corporation' and that statement is attempted to be supported in the first place by confounding this institution with Moor's Indian Charity School, which Dr. E. Wheelock claimed as his, and over which no other jurisdiction has been exercised, but at his request. Now, no fact on record is more clearly stated, than that this institution and Moor's Indian Charity School were entirely distinct and independent of each other in their origin and establishment; were ever governed separately, without the least connection, until the school solicited the interference of the legislature and college. Their funds and property are now distinct and separate. For proof of this we need no more time than is necessary to read the record of a vote passed by the plaintiffs, May 7, 1789, as follows: 'Representations having been made to this board, that apprehensions have arisen in the minds of some persons,. that moneys collected in Great Britain by the Rev. Messrs. Whitaker and Occom, for the use of Moor's Charity School, under the direction of Rev. Dr. Wheelock, have been applied by this board to the use and benefit of Dartmouth College;— Resolved, that this board have never had any control or direction of said moneys, nor have they to their knowledge, at any time received or applied any sum or sums thereof to the use and benefit of said college,' etc. A letter of instruction to Dr. Wheelock from the honorable board of trustees of that school in England, April 25, 1771, states that the corporation of Dartmouth College in its nature and designs differs from the establishment of their school,' and forbids Dr. Wheelock from subjecting the school or its funds to the disposition of that institution." He then replied at length to the argument that the acts in question were prohibited by the state constitution, urging that the provisions referred to were but a re-enactment of the great charter, which had not been invaded in the cases cited. seized "But at last it is insisted that these are laws impairing the obligation of contracts. Finding that the straws they have upon in the struggle cannot support their sinking claim, with the eagerness of desperation, they grasp at this shadow of a pretence. If any interpretation of that clause can be made applicable to the present case, all the benefits surely should be awarded to the plaintiffs' counsel as the first discoverers. Most unquestionably by the survivors of the convention who framed that instrument, such an idea would now be deemed original." “In a case much stronger than the present, it was considered by the counsel as well as the court (Brown v. Bank, 8 Mass. 448) that 'the notion of a contract between the government and corporation was too fanciful to need any observation.' * That scholastic subtlety and in genuity by which the plaintiffs would raise a contract in this transaction, would prove quite too much for their purpose, for |