Select Speeches of Daniel Webster, 1817-1845Webster, Daniel
General
Select Speeches of Daniel Webster, 1817-1845
Webster, Daniel
Speeches, addresses, etc., American
This court, then, does not admit the doctrine, that a legislature can
repeal statutes creating private corporations. If it cannot repeal them
altogether, of course it cannot repeal any part of them, or impair
them, or essentially alter them, without the consent of the
corporators. 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. A grant of corporate powers and privileges is
as much a contract as a grant of land. What proves all charters of this
sort to be contracts is, that they must be accepted to give them force
and effect. If they are not accepted, they are void. And in the case of
an existing corporation, if a new charter is given it, it may even
accept part and reject the rest. In _Rex v. Vice-Chancellor of
Cambridge_, Lord Mansfield says: "There is a vast deal of difference
between a new charter granted to a new corporation, (who must take it
as it is given,) and a new charter given to a corporation already in
being, and acting either under a former charter or under prescriptive
usage. The latter, a corporation already existing, are not obliged to
accept the new charter _in toto_, and to receive either all or none of
it; they may act partly under it, and partly under their old charter or
prescription. The validity of these new charters must turn upon the
acceptance of them." In the same case Mr. Justice Wilmot says: "It is
the concurrence and acceptance of the university that gives the force
to the charter of the crown." In the _King v. Pasmore_, Lord Kenyon
observes: "Some things are clear: when a corporation exists capable of
discharging its functions, the crown cannot obtrude another charter
upon them; they may either accept or reject it."
And because charters of incorporation are of the nature of contracts,
they cannot be altered or varied but by consent of the original
parties. If a charter be granted by the king, it may be altered by a
new charter granted by the king, and accepted by the corporators. But
if the first charter be granted by Parliament, the consent of
Parliament must be obtained to any alteration. In _King v. Miller_,
Lord Kenyon says: "Where a corporation takes its rise from the king's
charter, the king by granting, and the corporation by accepting another
charter, may alter it, because it is done with the consent of all the
parties who are competent to consent to the alteration."
Public-domain text, read in full here on John Shaqi.
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