102. These new perspectives on Turpin, Terrett, and Dartmouth College deepen our understanding of early American corporations in three key ways. 31 square miles on the southwestern bank of the Potomac River, formerly part of Fairfax County, VA, became Alexandria County, DC. } 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). 53. 36. District of Columbia. 25. 5.0 (1 review) Term. It was a different story in Vermont where there had been no operational Anglican Church before the Revolution. Virginia's Anglican establishment faced significant backlash during and after the Revolution. Published by Cambridge University Press on behalf of the American Society for Legal History, https://doi.org/10.1017/S0738248020000486, The Personification of the Business Corporation in American Law, Creating Roles for Religion and Philanthropy in a Secular Nation: The Dartmouth College Case and the Design of Civil Society in the Early Republic, The Marshall Court and Property Rights: A Reappraisal, The Supreme Court's Earliest Church-State Cases: Windows on Religious-Cultural-Political Conflict in the Early Republic, The End of Entail: Information, Institutions, and Slavery in The American Revolutionary Period, The Virginia Magazine of History and Biography, After Disestablishment: Thomas Jefferson's Wall of Separation in Antebellum Virginia, The Constitution in the Supreme Court: The First Hundred Years, 17891888, The Opinion of Chancellor Tucker in the Case of Selden and Others against the Overseers of the Poor of Loudoun and Others. Virginia's refusal to recognize Terrett underscored the limited practical significance of the case. James Madison to Thomas Jefferson, January 9, 1785, Founders Online. See David S. Schwartz, The Spirit of the Constitution: John Marshall and the 200-Year Odyssey of McCulloch v. Maryland (New York: Oxford University Press, 2019), 60; Hobson, The Great Chief Justice, 18183; Wicek, Liberty under Law, 3233; Currie, David P., The Constitution in the Supreme Court: The First Hundred Years, 17891888 (Chicago: The University of Chicago Press, 1992), 196Google Scholar. In colonial Virginia, rectors, churchwardens, and vestries of the established Anglican Church were incorporated under common law. 104. See Patrick J. Dignan, History of the Legal Incorporation of Catholic Church Property in the United States, 17841932 (New York, P. J. Kenedy & Sons, 1935), 2730; Cross, The Anglican Episcopate, 181; Susanna Linsley, The American Reformation: The Politics of Religious Liberty, Charleston and New York 17701830 (PhD diss., The University of Michigan, 2012), 3750. Trustees of Dartmouth College v. Woodward, 17 U.S. 518 (1819), 59192; Terrett v. Taylor, 13 U.S. (9 Cranch) (1815), 52. Entailing land was one common method that Virginians used to preserve property across multiple generations. 1 / 15. a. 1 / 15. The Virginia Supreme Court's chief justice was Edmund Pendleton, a lifelong vestryman in Caroline County and a staunch Episcopalian.Footnote 70 Pendleton had close ties to the Episcopal Church, and the public assumed that he would rule in favor of the vestry and strike down the law. Dartmouth College established the security of contract over custom and led charters to supersede any other legal framework for incorporation. Bushrod's Washington's 1797 opinion about the glebe lands is quoted in Mays, Edmund Pendleton, 2:404n14. Virginia's seizure of the glebes was held unconstitutional because the legislation siezed vested property from longstanding corporate bodies. 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. G. Edward White, The Marshall Court and Cultural Change, 18151835 (New York: Macmillan, 1988), 608. District of Columbia. The 1815 decision had already affirmed that the legislature could not modify or repeal acts creating private corporations. Because previous accounts of Terrett ignore customary incorporation, they also overlook the significance of Story's discussion of royal grants and the durability of pre-Revolutionary corporations. 32. Part of Terret's obscurity stems from its omission from Chief Justice Marshall's decision in Dartmouth College. 128. 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. 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. Terrett v. Taylor, 13 U.S. (9 Cranch) (1815), 43, 48. 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. See Fincastle Presbyterian Congregation: Petition, Botetourt County, December 19, 1805, Legislative Petitions Digital Collection, LVA. Chamberlayne, ed., The Vestry Book of Saint Peter's Parish, 312. 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. 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. 112. At this point, Christ Church's vestry sued in equity to prevent the sale of its property. 62. 11. 86. For a comparison of the two policies of confiscation, see Gordon, The Landscape of Faith.. Finally, integrating customary incorporation into our narratives of early national law drastically reshapes our understanding of the rise of the corporation. Story's reasoning in the two cases was identical; namely, that the state could not take vested property from corporate bodies. Tucker was sympathetic to the Episcopal Church's predicament and expressed disappointment that the question of the glebes had been agitated with such hostility. for this article. 117. Virginia's Glebe Act exhibited an embarrassing disregard for the rights and property of the Episcopal Church. See Robert E. Wright, Corporation Nation (Philadelphia: University of Pennsylvania Press, 2014), 924. 12. The Glebe Act of 1802 would stand.Footnote 81 Within weeks, counties began confiscating parish lands across the state. Ibid. Livingston signed onto Story's and Washington's decisions in Dartmouth that cited Terrett. Story took the opportunity to rule affirmatively on the matter in Dartmouth College when asserting that the Revolution had not destroyed vested rights of property and arguing that the legislature did not have the right to seize the property of a corporation.Footnote 122 The justice also returned to the distinction between private and public corporations, just as he had in Terrett. This ambiguity leaves scholars with no choice but to rely on historical context to reconstruct Marshall's reasoning in Dartmouth College. s.n., 182-?, 1820] Map. Close this message to accept cookies or find out how to manage your cookie settings. 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). The 1786 Virginia Statute for Establishing Religious Freedom extended the promise of religious liberty.Footnote 44 Written by Jefferson and championed by Madison, the act abolished state financial support for religion, repealed religious tests, and overturned laws that had curbed free exercise of religion. R, the context of the document and Marshall and Randolph's legal partnership make Randolph's identity almost certain. The court's decision in Terrett refuted Turpin's logic at every step, despite never mentioning the earlier Virginian case by name. Terrett was a stinging federal rebuke of a Virginia Supreme Court decision, Turpin v. Lockett (1804), which had allowed the Virginia legislature to seize lands belonging to Episcopal parishes as part of religious disestablishment.Footnote 4 Webster argued that the Court had already ruled in Terrett that a state legislature could not repeal statutes creating private corporations, nor could it repeal any part of them, or impair them, or essentially alter them, without the consent of the corporators.Footnote 5 He insisted that Terrett left little to be argued or decided in Dartmouth College. 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. November 27, 1789, Journal of the House of Delegates of the Commonwealth of Virginia (Richmond, VA: 1828), 8384, 113. 59. In Turpin, the Virginia Supreme Court considered incorporation twice over. Click the card to flip . Trustees of Dartmouth College v. Woodward, 17 U.S. 518 (1819), 650. 119. 13. In 1801, Maryland and Virginia ceded land to the federal government to create the District of Columbia. Whereas Terrett afforded Story an initial opportunity to evaluate the vested rights of corporations, Dartmouth College allowed the Court to establish the sanctity of corporate charters. Webchapter 9 history review. 1, 44344, LVA. Newmeyer characterizes Terrett as a significant development in the publicprivate distinction in American law. 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. This decision offered a glimpse of an alternate legal landscape where American corporations existed as fundamentally communal institutions at the discretion of the legislature and charters were negotiable and revocable. Dartmouth College v. Woodward was an 1819 Supreme Court case involving the honoring of a contract. The Christ Church glebe stood in the part of Fairfax County, Virginia that was ceded to form Washington, DC. Perhaps it is not surprising that Terrett v. Taylor faded into obscurity. WebIn the first half of the nineteenth century, internal improvements: were supported mainly by people in the West. Under both colonial statute and common law, the vestries in Virginia were a body politic, capable of purchasing and holding lands for the use of the ministers of their respective parishes; and capable of a perpetual succession, and the legal titles to all the glebe lands in Virginia were at the period of the revolution vested in the vestries. But the Revolution had abolished every vestige of the monarchial government and the mere act of rejecting the king and the ancient constitution of the colony, and adopting one totally different therefrom, did operate an immediate dissolution of every part of the body politic connected with, and dependent upon, the ancient constitution, or form of government. Therefore, vestries no longer held their ancient rights after Virginia declared independence.Footnote 74 For Tucker, the Revolution had destroyed the conditions necessary for customary incorporation. 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. 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. 35. Like Turpin, Terrett, and Pawlet, the dispute at the center of Dartmouth College emerged from an acrimonious disestablishmentarian dispute.Footnote 118 A theological rift between the college's more liberal president and its evangelical trustees became politicized when the newly elected legislature modified the college's charter in 1816. In 1817, the college sued to prevent the state of New Hampshire from modifying its colonial charter and turning the school into a public university. Parishes amassed their wealth using an annual tax and through private donations.Footnote 34 The colonial parish held wealth in many forms: taxes collected in pounds of tobacco, acres of glebe land, and the bodies and labor of enslaved people. In 1801, Maryland and Virginia ceded land to the federal government to create the District of Columbia. Churchwardens wrote contracts for every project that the parish undertook: digging wells, clearing land, or building churches.Footnote 30 The corporate status of churchwardens was particularly important when executing long-term contracts; as individual churchwardens came and went, their contracts remained enforceable. Portions of this article also received instructive feedback at the Annual Meeting for the Association for the Study of Law, Culture, and the Humanities, the University of Michigan Law & Society Rackham Interdisciplinary Workshop, and the Symposium on Roots & Legacies of Dartmouth College v. Woodward (1819) at OU College of Law. Incorporation remained front and center in Virginia's debates over disestablishment precisely because it had been a closely guarded privilege of the established church. However, President James Madison vetoed the resulting Act of Incorporation in 1811. 18. Second, these cases push historians to understand disestablishment not just as a movement that secured individual rights but also as a process with significant implications for early national corporations. In Virginia, customary corporations and irrevocable charters were likewise attacked as an un-republican vestige of legal favoritism. WebThe charter vested control of the college in a self-perpetuating board of trustees, which, as a result of a religious controversy, removed John Wheelock as college president in 1815. R. Kent Newmeyer states that Marshall cited Terrett in Dartmouth, although he does not provide this citation. "useRatesEcommerce": false Other works that emphasize the three types of corporations (municipal, religious, and business) leave out the distinctions between statutory and customary corporations. Terrett v. Taylor, 13 U.S. (9 Cranch) (1815), 50. 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. The Avalon Project at Yale Law School. What did Chief Justice Marshall, who had personally taken part in Virginia's disestablishment, make of Terrett? Published online by Cambridge University Press: Over the next decade, a host of colonial laws that had empowered the Anglican Church and penalized dissenters were overturned. 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. Empowered by common law and affirmed in colonial statutes, parish vestries and churchwardens routinely exercised the unique rights of corporations. 33. Such sweeping logic was far from narrow and would have challenged numerous state acts of incorporation on the books in 1811. The significance of Story's conclusions can only register once vestries are properly recognized as customary corporations. As state legislatures, courts, and ordinary people answered these queries, they grappled with and ultimately set forth the rights of private corporations in the new nation. 28. It supported capitalism, where privately owned companies can compete in a free market (without government controls) Eckenrode, Separation of Church and State in Virginia, 121. Inhabitants of St. Asaph's Parish: Petition, Caroline County, December 4, 1786, Legislative Petitions Digital Collection, LVA. 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 More than 30 years before Dartmouth College, the turmoil of Virginia's disestablishment prompted Marshall to consider the vested property of corporations and to answer the question of whether a legislature could repeal incorporation.Footnote 62. 98. (Q006) Southern slave states sought to protect their national political interests by. 110. 103. The men characterized charters as irrevocable and compared rescinding incorporation to the tyrannical acts of Great Britain before the Revolution. Political leaders inclined to enlightenment rationalism, such as Thomas Jefferson and James Madison, allied with evangelicals to initiate the piecemeal process of dismantling the established church. WebDartmouth College was established under a charter granted by the provincial government; but a better constitution for a college, or one more adapted to the condition of things Neither Marshall nor Washington, the two Virginian justices, spoke on behalf of the Court in Terrett. Chief Justice Marshall had personally taken part in these debates while serving as a delegate in Virginia's legislature in the 1780s. In each case, incorporation is so inseparably annexed to their offices, that we cannot frame a complete legal idea of any of these persons, but we must also have an idea of a corporation.Footnote 21 In his Commentaries, Blackstone clarified his abstract discussion of corporate rights using accessible examples from parish life. Title to the glebe lands remained vested in the crown and passed to the new sovereign, the state of Vermont, at the outbreak of the Revolution. 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. Madison, Notes on Charters of Incorporation, Founders Online. Bruce, Institutional History of Virginia in the Seventeenth Century, 2 vols. Render date: 2023-05-01T16:19:54.698Z See White, The Marshall Court, 60811; Ely Jr., The Marshall Court and Property Rights: A Reappraisal, 104950; McConnell, The Supreme Court's Earliest Church-State Cases, 1518; Benjamin F. Wright, Jr., The Contract Clause of the Constitution (Cambridge, MA: Harvard University Press, 1938), 38; and Currie, The Constitution in the Supreme Court, 13841. Gordon, The First Disestablishment, especially 31944. Donna Batten (Detroit: Gale, 2010), 128; Shirelle Phelps and Jeffrey Lehman, eds., West's Encyclopedia of American Law, 2nd ed., Vol. Michael McConnell suggests that the vestry's decision to bring Terrett in federal court was a shrewd strategy for the case to be heard by a friendlier Federalist judge, but this assertion overlooks the court battle in Turpin. The "era of good feelings" following the War of 1812 reflected rising nationalism and optimism in the United States. James Madison, Detatched Memoranda, ca. See Newmeyer, Supreme Court Justice Joseph Story, 132. See Mays, Edmund Pendleton, 2:404n14; Albert J. Beveridge, The Life of John Marshall (Boston: Houghton Mifflin, 1919) 4:243; and Buckley, Thomas E., After Disestablishment: Thomas Jefferson's Wall of Separation in Antebellum Virginia, The Journal of Southern History 61 (1995): 450n13CrossRefGoogle Scholar. No other state curbed the corporate rights of the former established church to the same degree, which made Virginia's disestablishment an important litmus test for the rights of all corporations in the early national United States. Such a logic would unravel all pre-Revolutionary property claims, including the property of any other corporation created by the royal bounty or established by the legislature and undermine the inheritances of every man in the state.Footnote 93 It made no difference that Virginia's parishes had secured their assets under common law and not through royal grant or legislative charter. Photograph by the author. In contrast, Dartmouth afforded power and protection to all chartered corporations. Virginia's highest court upheld these policies as lawful, but the US Supreme Court's rejected them as unconstitutional in Terret. For example, in Augusta County, the Presbyterian Congregation of Tinkling Spring vested lands and its church buildings in a number of individuals named as trustees on its deed, but these individuals lacked any standing in law to act on behalf of the church. The corporate rights of parishes were utterly familiar in the colonial Chesapeake, and the legacy of customary incorporation informed legislative debates and litigation in the Early Republic. Ultimately, the defense and definition of the corporation that was cemented in Dartmouth College emerged from this process of cultural turmoil and settled some of the most hotly contested legal questions left over from the rupture of revolution. The divergent outcomes in the two cases lay in the distinctions between the Anglican Church in Virginia and in Vermont before the Revolution. Journal of the House of Delegates of the Commonwealth of Virginia; Begun and Held in the City of Richmond, in the County of Henrico, on Monday, The Third Day of May, in the Year of Our Lord One Thousand Seven Hundred and Eighty-Four (Richmond: Commonwealth of Virginia, 1828), 43. 41. See Alyssa Penick, The Churches of Our Government: Parishes, Property, and Power in the Colonial and Early National Chesapeake (PhD diss., The University of Michigan, 2020). Classic accounts of church and state in Virginia detail the legislation that enforced Anglican conformity, penalized religious dissent, and knit together religion and government but make no mention of how common law conferred significant power to Anglican parishes through incorporation.Footnote 26 A wide range of sources, including legal treatises, colonial legislation, and the records of lawsuits, contracts, and deeds, reveal that Virginia's vestries and churchwardens were acquisitive and litigious corporate bodies. Instead, New Englander Justice Joseph Story authored the Court's opinion, which distanced the decision from the decades of rancorous debate over the glebes in Virginia (indeed, distanced it so thoroughly that the essential prologue to Terrett has often been overlooked).Footnote 91 Although Story acknowledged that the questions presented in Terrett were of much delicacy, his opinion was anything but delicate. But he ultimately dismissed the vestry's suit and upheld the Glebe Act as lawful under Virginia's Constitution.Footnote 73. John Marshall and Edmund Randolph both voted in favor of a resolution in 1789 to prevent any further discussion of the glebes. 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. The arguments underlying the Dartmouth College decision reflected and developed these points into the landmark statement on corporate rights that it has become. 116. The Court held that the Revolution had not affected the corporate standing of the parish and affirmed that incorporation, once granted, could not simply be revoked by the legislature. Newmeyer suggests that Dartmouth complete[d] the formulation of the public-private doctrine begun in Terrett. Newmeyer, Supreme Court Justice Joseph Story, 132. 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. david goggins daughter, ncis: new orleans avery walker,