USA > Pennsylvania > Washington County > History of Washington County : from its first settlement to the present time, first under Virginia as Yohogania, Ohio, or Augusta County until 1781, and subsequently under Pennsylvania > Part 19
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The general right of a private corporation to surrender its franchises may possibly have exceptions, but undoubtedly this is the rule. 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 voluntury death of the corporation, and is one mode by which it may cease to exist. (19 John. 474; 8 Pte. 381.) If anybody ever did dispute the right of a corporation to surrender its franchises of its own mere motion, it is not likely that such a contest about the question could be maintained long where both parties (the State and the corporation, the grantor and the grantee) consent to it absolutely or on condition. This I take to be incapable of being disputed, and the history of this college will show that this is just what has transpired in its case. It is indisputed in the pleadings.
But, independently of this mutual consent, there is in the act of the 15th of January, 1802 (the original act of incorporation of Jefferson Col- lege), a reservation of a right to do all that was done by the legislature by the act of 1865. In the 5th section of the original act it is provided "that the constitution of the said college hereby and herein declared and established shall be and remain the inviolable constitution of said college forever ; and the same shall not be altered or alterable by any ordinance or law of the trustees, nor in any other manner than by an act of the legis- lature of the commonwealth." In the Commonwealth vs. Bonsall, 3d Wharton 559, a provision like this was held to be a good reservation of the right of the legislature to change and alter the charter of the corporation of the " Public School of Germantown." The reservation in that act of incorporation was in the same words almost as those used here; there is not a shade of difference in their meaning, and but a single literal differ- ence. Granting the rule to be that a private charter of the date of 1802 could not be changed by the legislature without the assent of the corpo- rators, or by virtue of the right reserved that such charter stand on the foot- ing of contracts, we have no difficulty here, for there is not only assent here, but a sufficient reservation of the right to sustain the action of the legislature in the enactment of 1865. So far as that act is concerned, no body objected to its passage, nor to what was done under it, in consoli- dating Washington and Jefferson Colleges into one body. The holders of
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the scholarships now complaining made no objection, and we must presume them to have been satisfied. What was done was not done in a corner, and they do not allege they were uninformed of it. Thus the surrender of the charter of Jefferson College, and the acceptance of the new one, may strictly be said to have been with the assent, in point of fact, of the trus- tees, the legislature, and the scholarships. This is an assent of every in- terest to the new organization, and ought to silence all complaints by any person having a legal right to complain or interfere. But in order to meet the objection of the holders of scholarships in the Jefferson College directly on the merits of their objection, which is that their contracts are impaired by the acts of 1865 and 1869, let us consider it and see whether there is anything sound in it. If I understand it, it is supposed that these scholar- ships are impaired in value by the establishment of Washington and Jeffer- son College, at the town of Washington, some seven miles distant from Canonsburg, under the authority of the act of 26th February, 1869. It may be noticed that these scholarships are, as stated in the certificates, for the endowment of Jefferson College. This designation does not alter the matter. They are contracts for tuition in consideration of a prepaid sub- scription, and as ordinary contracts are to be interpreted. This is their effect, no more and no less.
By the act of March, 1865, Jefferson and Washington Colleges were consolidated under a new charter, accepted by both. The legislature was careful in granting the new charter to avoid the very question now intro- duced ; and, to do entire justice to the holders of certificates and scholar- ships, and others, provided as follows : " All the several liabilities of the said two colleges or corporations, by either of them suffered or created, including the scholarships heretofore granted by and now obligatory upon each of them, are hereby imposed upon and declared to be assumed by the corporation hereby created ; which shall discharge and perform the same without diminution or abatement." The whole and entire of these con- tracts are thus saved in their identity and integrity. This was one of the terms of acceptance of the new charter, and there is no pretence even now that it is not obligatory on the new institution, and may be enforced againstit, after acceptance of the charter, by every means known in the law applicable to or under the original charter. The nature of the new college as an insti- tution of learning, the subjects and mode of instruction, organization, and even the professors, I believe, are the same as they were in Jefferson Col- lege. There is no pretence of impairment of these contracts on grounds of dissimilarity of instruction, or capacity on part of the new institution to impart it. In passing I may say that no objection, on any grounds, was made to the change during the three years in which the college acted partly at Canonsburg and partly at Washington, under the most cum- brous and unheard of arrangement for a college.
It is not therefore on either of these grounds that these scholarship con- tracts can be, or are claimed to be impaired, but another and different ground is insisted on, namely, that the contract for tuition, &c., contained therein, was to be performed at Canonsburg and not elsewhere.
When we recur to the contracts there is no word or provision to this effect in them, or in the plan or prospectus put forth to induce investments in them. No doubt it was expected, from the fact that Jefferson College was located at Canonsburg, that that was to be the place of the perform- ance of the contract. On the face of the contract-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
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parties without designating the place. The party liable to perform, like in any other personal contract, is liable on it wherever found. It was not even an incident of the contract that it was to be performed at Canons- burg. It was an expectancy perhaps-even that we do not know-we simply infer it, not from the contract, but from the situation of the con- tracting parties. We all know that even the incidents of contracts may be changed without impinging on the constitutional prohibition against im- pairing contracts. 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, wherever the contract did not specially provide to the contrary. Chadwick vs. Moore, 8 W. & S. 50, Bunn, Raiguel & Co. vs. Gorgas, 5 Wright 441, Bilmyer vs. Evans et al. 4 Wright, 324, contain all that need be cited on this point, and in regard to the distinction noticed. In these cases, and in every one of the kind, it has been usual to present the argument that the contract having been made in view of the remedy existing at the time for its en- forcement, it was a part of it, or at least an inseparable incident of it, and to permit it to be controlled by a new rule was to impair the contract. These are instances, it must be admitted, very near the outer verge of legis- lative power, but they have been always sustained, and in these apparently objectionable features are incomparably stronger than anything which can be assumed or predicated of the contracts in question.
The argument in support of the plaintiff's position, not being sufficiently self-sustaining, an equity is invoked to 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 scholar- ships made them in view of their proximity to Jefferson College, and the convenience of maintaining scholars at home while attending upon a col- legiate course of instruction, and that they will be deprived of this advan- tage by the removal of the college to Washington. As nothing of this appears by the contracts, and there is no proof of it aliunde, it may or it may not be so. It may have induced some or all to subscribe, but this is surmise. Certain it is it could have had no effect on subscribers for per- petual scholarships, for the college in such cases finds boarding, lodging, and tuition to the scholar, and it is no matter to the subscriber where that may be done as far as expense is concerned. This is a matter of indiffer- ence to him. But disappointed expectations, the motive in entering into a contract, do not affect the existence of the contract. All that may occur and the contract remain in full vigor. No constitutional provisions extend to cure this oft necessary result. We must not at this point overlook the great fact, in any contract, that it is always made in view of, and subject to, the natural or legal contingencies affecting it, or to which the contract- ing parties may be subject. If a contract be made with a corporation, to be executed in the future, the contingencies of existence must be regarded as having been in view as much as between man and man. The risk is taken by both parties. They know themselves to be subject to such con- tingencies, and not the contingencies subject to them. It must be presumed that the subscribers to these scholarships knew that the legislature might, with the assent of the corporation, alter its fundamental law, or might do it on the terms of the reservation already referred to, and thus defeat their motive for subscribing, and that it had power to do so, only preserving their contract. This might be done, and this the law presumes all parties to have known. Therefore in no sense could just expectation even have been disappointed by the act of removing the college to Washington. The case of the Genesee College and the opinion of Judge Johnson, at chambers, I :
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presume, have been considered. The occasion of the delivery of that opinion was upon a motion to vacate an injunction order restraining the removal of the college at Lima to Syracuse, pending litigation as to the right to remove. It is true, he seems to have gone beyond the limits of the question somewhat, and discussed the question of scholarships, injecting the force of a contract into the motives for subscribing, but as I understand the case (no facts being reported with the opinion furnished us on a sepa- rate leaf ) the contest was between the scholarships and the college, unaf- fected by the authority of the legislature. This might make a material difference between that case and the one in hand. I incline to think it would. Be that as it may, if the case goes further than this, while we acknowledge great respect for the learned jurist who delivered the opinion, we cannot fol- low it to the extent claimed here.
Lastly, the argument in this case culminates in an assumption that the legislature and corporation of Jefferson College, and so of any other cor- porate body, may be controlled in changing, altering, repealing, and sur- rendering 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 gene- rally to the extent of leaving intact contracts and preserving legal remedies, obviously no more. That is always provided for by the legislature. The 10th section of Art. 1 of the Constitution of the United States would pro- bably require this, although the 16th section, of Art. 1 of the Constitution of the State, expressly provides only that in repealing or revoking charters by the legislature. no injury be done to the corporators. But we need not elaborate this consideration, as both the contract and remedy are preserved in this case.
In conclusion, as far as the first of these cases is concerned, it must be recollected that Washington and Jefferson College was incorporated by act of 4th March, 1865, and located for certain specified purposes, both at Canonsburg and Washington, and that the act was accepted by both of the old institutions to be consolidated. Thenceforth the corporation is under that act. The act of 24th February, 1869, therefore, providing for its removal, as the trustees or a majority might decide, was clearly within the constitutional power of the legislature, sec. 16, Art. 1, Constitution of Pennsylvania, and being assented to, it is valid beyond question or contro- versy.
For all these reasons the bill in this case is not sustained, and must be dismissed.
Bill dismissed at the costs of the plaintiffs.
2. As to the second of the above-mentioned bills, viz : The Trustees of Jef- ferson College in Washington and Jefferson College, but little is required to be said. We have virtually decided it in holding, as we have done in the first of these cases, that, by the acceptance of the act of 1865 in connection with Washington College, it ceased to exist under its original charter. There is therefore now no such Board as the trustees of Jefferson College, with the right of suit in the name of that corporation. (8 Pet. 281.) Con- sequently the plea of the defendant is sustained, and this bill must be dis- missed.
Bill dismissed, and Wm. Jeffrey, who filed it, is ordered to pay the costs, no other name appearing of record as complainant, and there being no legal Board of Trustees such as that which purports to the plaintiff in the bill.
3. The third and last of these bills is filed by a minority of the Board of Trustees of Washington and Jefferson College, and they claim that the act of Assembly of 1869, authorizing the removal of the college as consoli-
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dated by the act of 1865, in obedience to the decision of the requisite num- ber of trustees, is unauthorized for the reason, it is alleged that it infringes the contracts of scholarship with the Jefferson College, which they assume could only be performed by the college at Canonsburg. This question we have disposed of in our views in regard to the first of these cases. We need not repeat them, but refer to them as showing that the ground of un- constitutionality is not tenable. It is difficult to discover wherein the act of 1869 is obnoxious to the charge made, and the act of 1865, which was not complained of by the plaintiffs. was not. By that act the Freshmen class and preparatory department of the college were to be at Washington, and the Senior, Junior, and Sophomore classes were to be taught at Canonsburg. Now, unless the scholarships exclude the Freshman and Preparatory de- partment of the college-which they do not-there was just the same im- pairment of the contract, if any, of scholarships in obliging scholars to go to Washington for tuition in the Preparatory department and Freshman class as to require them to go there to pass through the remainder of the course. Yet this objection was not made by the plaintiffs or anybody else. This, I admit is rather argumentum ad hominem than an illustration of the question on principle, but that, we think, we have already done.
To another charge in the bill the respondents answer that they intend to remove the classes of the college to Washington, the place fixed as the site of the college, under the provisions of the act of 1869, and to dispose of the realty strictly pursuant to the authority of the act; and as this was not replied to by the complainants, it must be taken to be true; and as we have already, in the first of these cases, held the act of Assembly of 1869 to be constitutional, it follows that this bill also must be dismissed at the cost of the complainants.
Ordered, That the several bills of the several plaintiffs herein considered be dismissed at the costs of the several plaintiffs in the said bills respec- tively, and that it be so entered in each of the cases.
The decision being thus rendered in favor of Washington, the Board of Trustees, through their attorneys, went into the Circuit Court at Erie immediately, and moved to dissolve the injunction, which motion resulted in its dissolution, thereby removing the re- straint that had been imposed upon the Board, and permitting them to put all the departments of the institution in operation at Wash- ington.
An appeal, however, has been taken from the decision of the Su- preme Court in the case of D. C. Houston and others to the Supreme Court of the United States, which is now pending.
WASHINGTON AND JEFFERSON COLLEGE.
The Board of Trustees held a special meeting at Washington on the 1st inst. The object of the meeting was to take proper steps to put the college in effectual operation, now that the injunction granted by the Circuit Court of the United States had been removed. The injunction was allowed by his Honor, Judge M'Candless, as announced by him at the time, simply to afford the complainants an opportunity, by means of equity suits in the Supreme Court of Pennsylvania, to test the legality of the action of the Board of Trustees in consolidating the several departments of the college at Washing- ton. The Supreme Court having unanimously sustained the action of the Board by their late decision at Philadelphia, Judge M'Candless promptly
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dissolved the injunction, thus leaving the Board of Trustees free to perfect the organization of the college as provided by the amended charter.
This has been done accordingly, and the undersigned were appointed a committee by the Board to announce the result to the public. The higher classes in the college proper have been restored and are now in full opera- tion, and the prospect of success in all the departments of the institution is highly flattering. The Board have assurance of additions to the Senior, Junior, and Sophomore classes by the return of some of their members who repaired to other colleges during the pendency of the injunction. From recent letters and inquiries, a considerable accession to the present number of students is confidently expected. There are now enrolled and in actual attendance eighty-five students. In view of the obstacles now so happily surmounted, this fact furnishes the most gratifying assurance of undimin- ished public confidence, and is a good omen of future and permanent suc- cess.
We are gratified to state that, with but comparatively few exceptions, we have had the steadfast approval and warm sympathy of the joint alumni. This has been our source of strength; and now that the unexpected and extraordinary attempt to break down our college union has signally failed we can turn with assured confidence to the repeated pledges of the joint alumni to sustain the consolidated college in the higher and wider sphere of usefulness upon which it has just entered.
The Committee having in charge the nomination of a President have been instructed to act promptly, and to convene the Board as soon as they are ready to make a nomination.
In the mean time the college has been placed in the charge of the Rev. J. J. Brownson, D. D., as President pro tem., to whom the Board is specially indebted for consenting to occupy the position temporarily, as well as for the good service he has heretofore rendered the college as Vice-Presi- dent pro tem. With him are associated in earnest work, Professors Linn and Jones, formerly of the department at Canonsburg, and Professors Woods and Vose, of that at Washington, as well as Professor Simonton, lately inducted into the chair of mathematics. The full amount of instruc- tion demanded by the academical and scientific courses of study is now given by these gentlemen, and preparations are in process for the enlarge- ment of the laboratory and the employment of an assistant in laboratory practice. It is the design of the Board to enlarge the faculty hereafter to meet the advancements and wants of the college.
The Committee on buildings and improvements were instructed to proceed to the discharge of the duty assigned them, and have their reports ready to lay before the Board at their next meeting.
Arrangements entered into by the Franklin, Washington, Philo, and Union Literary Societies of the college, whereby they are to be consolidated under the names of the " Franklin and Washington" and " Philo and Union" Societies, were approved by the Board, and a committee appointed to co- operate with said societies in carrying into effect the proposed design.
In order to correct an erroneous impression derived from newspaper pub- lications, we desire to state for public information, that the allowance of the appeal from the decree of the Supreme Court of Pennsylvania, by a Judge of the Supreme Court of the United States, does not imply an ap- proval of said appeal on its merits. It is simply and only an authorization of the removal of the case into the Supreme Court of the United States, which any judge of that court is bound to allow in a case in which the con- stitutional validity of a State law is drawn in question, and involves no
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commitment whatever in regard to the merits, or even to the consideration of such a question.
We have only, therefore, to express our assured conviction that the judgment of that court, even should the case be prosecuted, will be concur- rent with that of the Supreme Court of our own State. Abiding in this faith and confidence, the Board will continue to go forward in the work of com- plete and efficient organization of the college in all its departments, thereby worthily commending it to the support and patronage of the friends of education.
JOHN EAGLESON, A. W. ACHESON, J. R. JOHNSTON,
Committee.
February 2, 1870.
List of Presidents and Professors from Organization in 1806.
PRESIDENTS.
1806 .- December 13. Rev. Matthew Brown, D. D., April 13, 1817. 1817 .- April 13. Rev. Andrew Wylie, December 9, 1828.
(The college was closed for two years.)
1830 .- February 26. Rev. David Elliott, D. D., December, 1831.
1831 .- December 31. Rev. David McConaughy, D. D., October 12, 1849, (who continued until May, 1850.)
1850 .- May 6. Rev. James Clark, D. D., July, 1852. 1852 .- July. Rev. James I. Brownson, D. D., pro tem., September, 1853.
Synodicul College.
1853 .- September. Rev. John W. Scott, D. D., 1866.
Under the Union of Jefferson and Washington College.
1865 .- March 4. Rev. D. H. Riddle, D. D., pro tem., April 4, 1866. 1866 .- April 4. Rev. Jonathan Edwards, D. D., April 20, 1869.
Under Consolidated College of Jefferson and Washington, at Washington. 1869 .- April 21. Rev. Samuel J. Wilson, D. D., pro tem. Rev. James I. Brownson, D. D.
VICE-PRESIDENTS.
1856 .- Rev. Wm. P. Alrich,
1859 .- Rev. James Black, D. D., 1866.
1868 .- Rev. James I. Brownson, D. D.
1868 .- Rev. John W. Scott, D. D., February 23, 1869.
PROFESSORS.
1806 .- James Reed, Professor of Mathematics and Natural Philosophy, 1823.
1806 .- Isaiah Blair, M. D., Professor of Medicine, 1828.
1815 .- John Reed, Professor of Ancient Languages, 1817. (Prior to this period the languages were taught by tutors, viz: An- drew K. Russell, Christopher Rankin, and T. M. T. McKennan.)
1817 .- Rev. Francis McFarland, Professor of Ancient Languages. .
1818 .- Rev. James Rowland, Professor of Ancient Languages.
1819 .- Mays Smith, Professor of Ancient Languages.
1820 .- Rev. Guerdon Gates, Professor of Ancient Languages.
1821 .- Rev. John Stockton, Professor of Ancient Languages.
1822 .- Rev. John Graham, Professor of Ancient Languages.
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1823 .- James Workman, Professor of Mathematics.
1824 .- John W. Scott, Professor of Mathematics.
1830 .- William D. Smith, Professor of Ancient Languages.
1830 .- Rev. William P. Alrich, Professor of Mathematics.
1831 .- Rev. J. Holmes Agnew, Professor of Ancient Languages.
1831 .- John L. Gow, Esq., Professor of English Literature.
1832 .- Joseph Ritner, Esq., Professor of French, Civil Engineering, and Natural Science, 1833.
1833 .- Wm. K. McDonald, Esq., Professor of Belles Lettres and Political Economy, 1836.
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