But the opinion of the Court, authored by Chief Justice Marshall, did not cite Terrett. In 1801, Maryland and Virginia ceded land to the federal government to create the District of Columbia. 10. James Madison, Detatched Memoranda, ca. Blunting the Revolution's Radicalism from Virginia's District Courts, The Virginia Magazine of History and Biography 106 (1998): 41942Google Scholar. WebIn the first half of the nineteenth century, internal improvements: were supported mainly by people in the West. The men characterized charters as irrevocable and compared rescinding incorporation to the tyrannical acts of Great Britain before the Revolution. Lamoreaux and Novak (Cambridge, MA: Harvard University Press, 2017), 3, 9; Justice Ruth Bader Ginsburg quoted from Marshall's decision in Dartmouth College in her dissent in Burwell v. Hobby Lobby, 573 U.S. 682 (2014). Footnote 112 Not only had the chief justice grown up under the established church, his father had also served as a vestryman and signed property deeds on behalf of his parish.Footnote 113 Marshall would have intimately understood the colonial parish's status as a common law corporation from such a vantage point. 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 As Marshall said, Laws of incorp[oratio]n. [are] distinct from general laws & not like them repealable: being compacts between two parties and elaborated that a vested Right of any sort cannot be touched. Whereas evangelicals were focused on the righteousness of repeal, Marshall and Randolph focused on the legality of revoking an act of incorporation.Footnote 61, Although Marshall opposed repeal, his comments suggested a way forward for opponents of the law. However, outrage from Virginia's evangelicals led the state to backpedal swiftly. Tucker relied on Dartmouth College's distinction between private and public corporations while flatly rejecting the rationale of Terrett, and allowed glebe confiscation to proceed. 31 January 1820, Founders Online. The case pitted the ascendant Democratic Republicans in the statehouse who supported disestablishment against the Congregationalists on Dartmouth's Board of Trustees. 127. Tucker argued that the 1784 Act of Incorporation had amounted to an entirely new, and essentially different, constitution of incorporation.Footnote 75 Parish ministers and vestries had accepted a private foundation under this act, which must be construed as a total surrender of their former state.Footnote 76 Tucker concluded, the ancient vestries were dissolved, either by the change of government, or by the act for incorporating the protestant episcopal church: and that the new bodies corporatewere private incorporations, essentially differing from the former, and owing their existence and their rights, solely to that act of the legislature.Footnote 77 According to Tucker, the Revolution had destroyed the conditions necessary for customary incorporation, and the legislature had reconstituted vestries as private corporations. Trustees of Dartmouth College v. Woodward, 17 U.S. 518 (1819), 59192; Terrett v. Taylor, 13 U.S. (9 Cranch) (1815), 52. The legislature changed the school's corporate charter by transferring the control of trustee appointments to the governor. Tucker's opinion had distinguished between the property rights of private persons and corporations. McConnell, Michael W., The Supreme Court's Earliest Church-State Cases: Windows on Religious-Cultural-Political Conflict in the Early Republic, Tulsa Law Review 37 (2001): 743Google Scholar; Mark McGarvie, One Nation Under Law (DeKalb, IL: Northern Illinois University Press, 2005), 15289; and Sarah Barringer Gordon, The Landscape of Faith: Religious Property and Confiscation in the Early Republic, in Making Legal History: Essays in Honor of William E. Nelson, ed. WebThe case arose when the president of Dartmouth College was deposed by its trustees, leading to the New Hampshire legislature attempting to force the college to become a https://www.loc.gov/item/91686243/. 17. In 1801, Maryland and Virginia ceded land to the federal government to create the District of Columbia. 89. Sarah Barringer Gordon, The African Supplement: Religion, Race, and Corporate Law in Early National America, William and Mary Quarterly, 3d ser., 72 (2015): 385422; and Amanda Porterfield, Corporate Spirit: Religion and the Rise of the Modern Corporation (New York: Oxford University Press, 2018). 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. "useRatesEcommerce": false 38. https://creativecommons.org/licenses/by/4.0/, https://founders.archives.gov/documents/Madison/01-08-02-0043, https://avalon.law.yale.edu/18th_century/virginia.asp, https://founders.archives.gov/documents/Madison/03-03-02-0233. Unmoved by Marshall's arguments, Madison voted to repeal the act of incorporation for the Episcopal Church after passing the Statute for Religious Freedom.Footnote 63 Virginia's evangelicals had not only succeeded in overturning the specific law but in reshaping the constitutional definition of a religious establishment to include religious incorporation. 108. Webster suggested that if, therefore, it has been shown, that this college is to be regarded as a private charity, this case is embraced within the very terms of that decision [Terrett].Footnote 119 Although Americans celebrate Dartmouth College as the case that asserted these rights, Webster suggested that the Court had already laid this groundwork 4 years earlier in Terrett when it ruled that Virginia could not revoke the charter of a private corporation. Recent works that focus on the incorporation of religious societies do not explore how English common law had long offered customary incorporation to the established Anglican Church before the Revolution. Trustees of Dartmouth College v. Woodward, in Gale Encyclopedia of American Law, 3rd ed., Vol. 128. 106. 86. 102. This article clarifies the precise connection between two early national Supreme Court decisions, the little-known Terrett v. Taylor (1815) and the landmark Dartmouth College v. Woodward (1819). Second, the court had to rule on whether the state legislature had the right to revoke incorporation after chartering the Episcopal Church as a private body. 121. For an excellent discussion of the conflict in Dartmouth, see McGarvie, One Nation Under Law, 15289. In one of the earliest Supreme Court discussions of the First Amendment's religion clauses, Story castigated the Virginian legislature, and implicitly the sitting President, James Madison, for equating incorporation with religious establishment.Footnote 103 Madison's veto message and Tucker's Turpin opinion had made entanglement between church and state the basis for their definition of religious establishment. Published online by Cambridge University Press: 120. Michael McConnell characterized Madison's veto message as narrow and suggested that this veto should not be interpreted as opposing all incorporations of religious bodies. However, Madison objected to the bill because it outlined sundry rules and proceedings relative purely to the organization and polity of the church incorporated. Therefore, any act of incorporation for a religious society that specified the rules of internal denominational governance would have qualified as a form of religious establishment under the terms that Madison laid out in this veto message. We use cookies to distinguish you from other users and to provide you with a better experience on our websites. 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. Several sources state either that the decision was unanimous or specifically note that Marshall joined Story's opinion. He argued that most Virginians did not understand the law as a violation of their constitutional rights; therefore, a repeal was not permissible. Journals of the House of Burgesses of Virginia, 17731776 (hereafter JHBV), May 17, 1774, 103. Trustees of Dartmouth College v. Woodward, 17 U.S. 518 (1819), 63334, 650. First, he cited the Henrician dissolution of the monasteries during the English Reformation and the colonial assembly's ability to dissolve vestries as proof that such corporations may be dissolved by the authority of the parliament or legislature alone.Footnote 78 Of course, these establishmentarian precedents provided a shaky framework for the post-revolutionary relationship between corporations and the state. Two of Virginia's most idiosyncratic disestablishmentarian policiesits revocation and prohibition of religious incorporation and its seizure of church propertyset the state on a collision course to confront parishes over their corporate rights. Adam Winkler, We the Corporations (New York: Liveright Publishing, 2018), 4, 408 n.2. Newmeyer, Supreme Court Justice Joseph Story, 13233. The Avalon Project at Yale Law School. 47. To err on the side of caution, this article understands the term majority in the text of the decision to be a reflection of non-unanimity. Library of Congress, Geography and Map Division. After dwelling at great length on the unconstitutionality of Virginia's statutes, Story ultimately offered one farther objection to uphold the vestry's claim.Footnote 110 Because the Glebe Act had been passed after Christ Church and its glebe had become part of Washington, DC, Fairfax County officials lacked any power to seize the glebe. The 75. The separation of church from state raised difficult questions about how to remove the legal advantages of the former religious establishment, including customary incorporation, and whether it was permissible to strip private corporations of their charters and property. One of the only previous citations to this document appears in Mary Sarah Bilder, James Madison, Law Student and Demi-Lawyer, Law and History Review 28 (2010): 411 n.116. 88. November 27, 1789, Journal of the House of Delegates of the Commonwealth of Virginia (Richmond, VA: 1828), 8384, 113. Dueling interpretations of corporations ultimately underlay the differences between Tucker's and Story's rulings in Turpin and Terrett. Terrett v. Taylor, 13 U.S. (9 Cranch) (1815), 55. Virginia's Anglican establishment faced significant backlash during and after the Revolution. Over the course of the next several decades, more than 35,000 acres, dozens of enslaved men and women, and other glebe property would be seized.Footnote 82 Although the Glebe Act had not authorized the sale of churches or their contents, counties auctioned off churches, pews, bells, communion silver, and books. The legislature changed the school's corporate 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. By narrowly addressing the Glebe Act in the context of religious reformation, Tucker ducked the underlying question of whether a legislature could revoke the incorporation of a private religious society in the absence of an established church, or the charter of any private corporation for that matter. 107. national authority. 39. 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. [Philadelphia? The famed orator maintained that Dartmouth College closely resembled a case from 4 years earlier, Terrett v. Taylor (1815). Phillip Bruce's work offers the only discussion of the corporate power of Virginia's parishes. 123. Terrett v. Taylor, 13 U.S. (9 Cranch) (1815), 50. 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. Tucker made two arguments to justify the dissolution of private corporations. Although scholars have convincingly argued that the emergence of statutory frameworks for business and religious corporations were distinct processes, litigation during religious disestablishment ultimately enshrined the rights of business corporations and made them powerful vehicles for commercial growth.Footnote 117 Dartmouth College crystallized the implicit logic of Terrett by holding that all charters were contracts and thus offered robust protections to all private corporations. Trustees of Dartmouth College v. Woodward, 17 U.S. 518 (1819), 651; and Terrett v. Taylor, 13 U.S. (9 Cranch) (1815), 50. This statute asserted that all property formerly belonging to the Church, of every description, devolved on the good people of this commonwealth, on the dissolution of the British government here. Sixteen years after declaring the Episcopal Church independent from the state and preserving its property, the assembly stripped the denomination of its glebe property.Footnote 68. Several of the same issues that Tucker had answered in Turpin re-emerged: was the vestry of Christ Church a corporation and, if so, did it hold legal title to the glebe lands? The battle over the glebes swiftly moved from Virginia's legislature to the courts as Episcopalians around the state sought injunctions to avert the seizure of their property. Story also dismissed the argument that the legislature had a constitutional duty to repeal incorporation in order to protect religious freedom. Marshall included no citations at all in his decision, save two references to Blackstone and an oblique statement that his opinion rested on the former decisions of this Court.Footnote 123 The absence of a citation to Terrett in the text of the decision, then, cannot be taken to mean that the chief justice did not link the two cases.Footnote 124 The omission of any precedent from Marshall's opinion requires looking beyond the decision to piece together what informed his rationale. 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. 74. 96. WebPetitioner Dartmouth CollegeIn 1816, the New Hampshire legislature attempted to change Dartmouth College-- a privately funded institution--into a state university. Va. 2002) (The portion of 14(20) of Article IV of the Constitution of Virginia which reads, The General Assembly shall not grant a charter of incorporation to any church or religious denomination, violates Plaintiffs' First Amendment rights to the free exercise of their religion made applicable to the States by the Fourteenth Amendment). 9. Whereas Terrett specifically focused on the status of common law corporations and acts of incorporation, the 1815 decision had suggested that royal grants had likewise survived the Revolution. Decisions over the legality of state disestablishmentarian policies had lasting consequences for all American corporations. Newmeyer characterizes Terrett as a significant development in the publicprivate distinction in American law. New Hampshire and Virginia directly challenged colonial corporate entitiescolleges and churcheswhile overhauling the relationship between religion and government. WebDartmouth College v. Woodward, 1819: Business interest promoted Contract law strengthened by extending contract clause to corporate charter, sanctity of contracts After the Revolution, Virginia's legislature disestablished the Anglican Church, disregarded its customary incorporation, revoked its post-revolutionary act of incorporation, and seized parish property. See Naomi R. Lamoreaux and William J. Novak, Corporations and American Democracy: An Introduction, in Corporations and American Democracy, ed. 13. Trustees of Dartmouth College v. Woodward, 17 U.S. 518 (1819), 59192. 5.0 (1 review) Term. Gordon, The First Disestablishment, especially 31944. Pendleton's successor, St. George Tucker, was a leading figure in the rising generation of Virginian Republicans and had quietly signaled his approval of the Glebe Act in order to secure his election as a justice by the legislature.Footnote 72 Ideologically aligned with Jefferson and Madison, Tucker reached a radically different conclusion than Pendleton might have. Defenders of Virginia's Anglican establishment argued that the church promoted publick Peace by enforcing Religion and Morality.Footnote 25 Political rights were tied to spiritual conformity; although religious dissenters might privately hold contrary beliefs, outwardly it was the duty of every good Member of Society to submit[for] the good of the whole.. Virginia's highest court upheld these policies as lawful, but the US Supreme Court's rejected them as unconstitutional in Terret. Tucker's decision began with a review of common law and colonial statutes to determine the corporate standing of the vestry. 126. Madison explained that the law, which incorporated the church and laid out rules for the ecclesiastical corporation's government, exceeds the rightful authority to which governments are limited by the essential distinction between civil and religious functions and violates in particular the article of the Constitution of the United States which declares that Congress shall make no law respecting a religious establishment.Footnote 86 Madison had been convinced by Virginia's evangelicals that incorporation was a form of religious establishment.Footnote 87 After leaving office, he would elaborate on the threat posed by propertied religious corporations in his Detatched Memoranda. Augusta County, Deed Book 19, No. Turpin, Call 113 (1804), 113; 129; 139; 148. Beveridge, The Life of John Marshall, 1:52n3. 5. Terrett v. Taylor, 13 U.S. (9 Cranch) (1815), 49. She thanks the anonymous reviewers and Editor-in-Chief Gautham Rao for their valuable suggestions during the revision process. 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. One exception is R. Kent Newmeyer, who called Justice Joseph Story's decision in Terrett pioneering. However, Newmeyer's brief summary of the case does not clarify its circumstances or its connection to Dartmouth. See examples of five parish lawsuits in the New Kent County Court listed in C.G. Bruce, Institutional History of Virginia in the Seventeenth Century, 2 vols. Constitutional scholars most often discuss the case as a forerunner to Dartmouth College, but a few have found Story's opinion in Terrett puzzling or gratuitous.Footnote 8 One commenter observed that despite apparently being a Contract Clause case, it is hard, from the case's facts, to know just what contract a state had impaired.Footnote 9 Another interpreter argued that Terrett is best understood as a Takings Clause case whereas others suggest that Story's opinion rested on natural law with little grounding in the Constitution.Footnote 10 None of these discussions adequately explain the through line from Terrett to Dartmouth. 18. 2d 624, 63233 (W.D. Story, however, offered a definition of religious establishment rooted in exclusivity. On March 1 and 2, Dartmouth will commemorate the 200th anniversary of the Supreme Courts decision in Dartmouth College v. Woodwardalso known as the See James Willard Hurst, The Legitimacy of the Business Corporation in the Law of the United States, 17801970 (Charlottesville: The University of Virginia Press, 1970); and Louis Hartz, Economic Policy and Democratic Thought: Pennsylvania, 17761860 (Cambridge, MA: Harvard University Press, 1948). 59. For example, he pointed to the parish rector to illustrate the concept of a corporation sole, and invoked parish churchwardens as an example of a lay civil corporation.Footnote 22 Blackstone's reliance on parochial examples underscores just how familiar these institutions were to English subjects living under the established Anglican Church. The issue of the general assessment was postponed until the following year. Bushrod's Washington's 1797 opinion about the glebe lands is quoted in Mays, Edmund Pendleton, 2:404n14. 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. 15. 103. Over the next decade, a host of colonial laws that had empowered the Anglican Church and penalized dissenters were overturned. 1 / 15. a. 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. In 1798, Virginia repealed portions of six acts from the 1770s and 1780s that had allowed the Episcopal Church to retain parochial property, which the legislature now deemed inconsistent with the principles of the constitution, and of religious freedom, and manifestly tend[ed] to the re-establishment of a national church.Footnote 67 Although the 1798 law laid the philosophical groundwork for the legislature to claim all parish property, it was not until 1802 that the legislature authorized a specific plan for confiscation when it passed the Glebe Act. Woodward opinion advanced a principled originalism. Town of Pawlet v. Clark, 13 U.S. 292 (1815). First, these cases reveal the stark disagreements among early American legal theorists about the fundamental nature of corporations, the rights of corporations in relation to the legislature, and the purpose of corporations in society. A challenge to the law reached the Virginia Supreme Court in 1802 after the vestry of Manchester Parish sued to prevent the Chesterfield County Overseers of the Poor from selling their glebe in a case known as Turpin v. Lockett (1804).Footnote 69 Proceedings in Turpin halted the sale of glebe lands as the state's highest court deliberated. Dartmouth College v. Woodward is taken to be the seminal case in the rise of the corporation. 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. 65. 105. When working in private practice in Richmond in 1797, Justice Washington had been quietly consulted about the possibility of glebe confiscation.
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