1 undermining the most solid foundations of the common law. 668*] *may contract with them in the same manner as with any strangers. A great variety of these corporations exist in every country It was indeed supposed at the argument, that governed by the common law; in some of which if the uses of an eleemosynary corporation be the corporate existence is perpetuated by new for general charity, this alone would constitute elections, made from time to time; and in it a public corporation. But the law is cerothers by a continual accession of new mem-tainly not so. To be sure, in a certain sense, bers, without any corporate act. Some of these every charity, which is extensive in its reach, corporations are, from the particular purposes may be called a public charity, in contradisto which they are devoted, denominated spirit- tinction to a charity embracing but a few defiual, and some lay; and the latter are again di-nite objects. In this sense the language was vided into civil and eleemosynary corporations. It is unnecessary, in this place, to enter into any examination of civil corporations. Eleemosynary corporations are such as are constituted for the perpetual distribution of the free alms and bounty of the founder, in such manner as he has directed; and in this class are ranked hospitals for the relief of poor and impotent persons, and colleges for the promotion of learning and piety, and the support of persons engaged in literary pursuits." A unquestionably used by Lord Hardwicke in the case cited at the argument; and, in this sense, a private corporation may well enough be denominated a public charity. So it would be if the endowment, instead of being vested in a corporation, were assigned to a private trustee; yet in such a case no one would imagine that the trust ceased to be private, or the funds became public property. That the mere act of incorporation will not change the charity from a private to a public one, is most distinctly asAnother division of corporations is into pub- serted in the authorities. Lord Hardwicke, lic and private. Public corporations are gen- in the case already alluded to, says, "the charerally esteemed such as exist for public political ter of the crown cannot make a charity more purposes only, such as towns, cities, parishes, or less public, but only more permanent than and counties; and in many respects they are it would otherwise be; but it is the extensiveso, although they involve some private inter-ness which will constitute it a public one. ests; but strictly speaking, public corporations devise to the poor of the parish is a public 669*] *are such only as are founded by the charity. Where testators leave it to the discregovernment for public purposes, where the whole interests belong also to the government. If, therefore, the foundation be private, though under the charter of the government, the corporation is private, however extensive the uses may be to which it is devoted, either by the bounty of the founder or the nature and objects of the institution. For instance, a bank created by the government for its own uses, whose stock is exclusively owned by the government, is, in the strictest sense, a public corporation. So a hospital created and endowed by the government for general charity. But a bank, whose stock is owned by private persons, is a private corporation, although it is erected by the government, and its objects and operations partake of a public nature. The same doctrine may be affirmed of insurance, canal, bridge, and turnpike companies. In all these cases, the uses may, in a certain sense, be called public, but the corporations are private; as much so, indeed, as if the franchises were vested in a single person, tion of a trustee to choose out the objects, though each particular *object may be [*671 said to be private, yet in the extensiveness of the benefit accruing from them, they may properly be called public charities. A sum to be disposed of by A. B. and his executors, at their discretion, among poor housekeepers, is of this kind." The charity, then, may, in this sense, be public, although it may be administered by private trustees; and, for the same reason, it may thus be public, though administered by a private corporation. The fact, then, that the charity is public, affords no proof that the corporation is also public; and, consequently, the argument, so far as it is built on this foundation, falls to the ground. If, indeed, the argument were correct, it would follow that almost every hospital and college would be a public corporation; a doctrine utterly irreconcilable with the whole current of decisions since the time of Lord Coke." When, then, the argument assumes, that because the charity is public the corporation is This reasoning applies in its full force to public, it manifestly confounds the popular eleemosynary corporations. A hospital found with the strictly legal sense of the terms. And ed by a private benefactor is, in point of law, if it stopped here, it would not be very material a private corporation, although dedicated by to correct the error. But it is on this foundaits charter to general charity. So a college, tion that a superstructure is erected which is founded and endowed in the same manner, al- to compel a surrender of the cause. When the though, being for the promotion of learning corporation is said at the bar to be public, it is and piety, it may extend its charity to scholars not merely meant that the whole community from every class in the community, and thus may be the proper objects of the bounty, but acquire the character of a public institution. that the government have the sole right, as This is the unequivocal doctrine of the authori-trustees of the public interests, to regulate, con670*] ties, and cannot be *shaken but by 1.-1 Bl. Com. 469, 475; 1 Kyd. Corp. 13, 69, 189; 1 Woodes. 471, &c., &c. 2.-1 Bl. Com. 469, 470, 471, 482; 1 Kyd. Corp. 25; 1 Woodes. 474; Attorney-General v. Whorwood, 1 Ves. 534; St. John's College v. Todington, 1 B. Rep. 84; S. C. 1 Bur. 200; Phillips v. Bury, 1 Ld. Raym. 5; S. C. 2 T. R. 346; Porter's case, 1 Co. 22, b. 23. trol, and direct the corporation, and its funds and its franchises, at its own good will and pleasure. Now, such *an authority does not [*672 1 exist in the government, except where the corporation is in the strictest sense public; that is, where its whole interests and franchises are the exclusive property and domain of the government itself. If it had been otherwise, courts of law would have been spared many laborious adjudications in respect to eleemosynary corporations, and the visitatorial powers over them, from the time of Lord Holt down to the present day. Nay, more, private trustees for charitable purposes would have been liable to have the property confided to their care taken away from them without any assent or default on their part, and the administration submitted, not to the control of law and equity, but to the arbitrary discretion of the government. Yet, who ever thought before, that the munificent gifts of private donors for general charity became instantaneously the property of the government; and that the trustees appointed by the donors, whether corporate or unincorporated, might be compelled to yield up their rights to whomsoever the government might appoint to administer them? If we were to establish such a principle, it would extinguish all future eleemosynary endowments; and we should find as little of public policy as we now find of law to sustain it. An eleemosynary corporation, then, upon a private foundation, being a private corporation, it is next to be considered, what is deemed a 673*] foundation, and who is the founder. This cannot be stated with more brevity and exactness than in the language of the elegant commentator upon the laws of England. "The founder of all corporations (says Sir William Blackstone), in the strictest and original sense, is the king alone, for he only can incorporate a society; and in civil corporations, such as mayor, commonalty, &c., where there are no possessions or endowments given to the body, there is no other founder but the king; but in eleemosynary foundations, such as colleges and hospitals, where there is an endowment of lands, the law distinguishes and makes two species of foundation, the one fundatio incipiens, or the incorporation, in which sense the king is the general founder of all colleges and hospitals; the other fundatio perficiens, or the dotation of it, in which sense the first gift of the revenues is the foundation, and he who gives them is, in the law, the founder; and it is in this last sense we generally call a man the founder of a college or hospital." To all eleemosynary corporations a visitatorial power attaches, as a necessary incident; for these corporations being composed of individuals, subject to human infirmities, are liable, as well as private persons, to deviate from the end of their institution. The law, therefore, has provided, that there shall somewhere exist a power to visit, inquire into, and correct all irregularities and abuses in such corporations, and to compel the original purposes of the 1.-Rex v. Bury, 1 Ld. Ray; 5 S. C. Comb. 265; Holt, 715; 1 Show. 360; 4 Mod. 106: Skin. 447, and Ld. Holt's opinion from his own MSS. in 2 T. R. 346. 2.-1 Bl. Com. 480; 10 Co. 33. 3.-1 Bl. Com. 480. charity to be faithfully fulfilled. The nature and extent of this visitatorial power has been 674*]expounded *with admirable fullness and accuracy by Lord Holt in one of his most celebrated judgments. And of common right by the dotation the founder and his heirs are the legal visitors, unless the founder has appointed and assigned another person to be visitor. For the founder may, if he please, at the time of the endowment, part with his visitatorial power, and the person to whom it is assigned will, in that case, possess it in exclusion of the founder's heirs. This visitatorial power is, therefore, an hereditament founded in property, and valuable in intendment of law; and stands upon the maxim that he who gives his property has a right to regulate it in future. It includes also the legal right of patronage, for as Lord Holt justly observes, patronage and visitation are necessary consequents one upon another.' No technical terms are necessary to assign or vest the visitatorial power; it is sufficient if, from the nature of the duties to be performed by particular persons under the charter, it can be inferred that the founder meant to part with it in their favor; and he may divide it among various persons, or subject it to any modifications or control, by the fundamental statutes of the corporation. But where the appointment is given in general terms, the whole power vests in the appointee. In the construction *of [*675 charter, too, it is a general rule that if the objects of the charity are incorporated, as for instance, the master and fellows of a college, or the master and poor of a hospital, the visitatorial power, in the absence of any special appointment, silently vests in the founder and his heirs. But where trustees or governors are incorporated to manage the charity, the visitatorial power is deemed to belong to them in their corporate character." 6 When a private eleemosynary corporation is thus created by the charter of the crown, it is subject to no other control on the part of the crown than what is expressly or implicitly re served by the charter itself. Unless a power be reserved for this purpose, the crown cannot, in virtue of its prerogative, without the consent of the corporation, alter or amend the charter, or devest the corporation of any of its franchises, or add to them, or add to, or diminish, the number of the trustees, or remove any of the members, or change, or control the administration of the charity, or compel the corporation to receive a new charter. This is the uniform language of the authorities, and forms one of the most stubborn, and well-settled doctrines of the common law.* But an eleemosynary, like every other corporation, is subject to the general law of the land. It may forfeit its corporate franchises, by misuser or non-user of them. It is subject to [*676 the controlling authority of its legal visitor, who, unless restrained by the terms of the charter, v. Middleton, 2 Ves. 327; St. John's College v. Todington, 1 Bl. Rep. 84; S. C. 2 Bur. 200; AttorneyGeneral v. Clare College, 3 Atk. 662; S. C. 1 Ves. 78. 7.-Phillips v. Bury, 1 Ld. Ray, 5; S. C. 2 T. R. 346; Green v. Rutherforth, 1 Ves. 472; AttorneyGeneral v. Middleton, 2 Ves. 327; Case of Sutton 4. Phillips v. Bury, 1 Ld. Ray, 5; 8. C. 2 T. R. 346. Hospital, 10 Co. 23, 31. 5.-1 Bl. Com. 482. 8.-See Rex v. Passmore, 3 T. R. 199, and the cases 6.-Eden v. Foster, 2 P. W.325; Attorney-General there cited. Thus much it has been thought proper to premise respecting the nature, rights and duties of eleemosynary corporations, growing out of the common law. We may now proceed to an examination of the original charter of Dartmouth College. may amend and repeal its statutes, remove its proprietors of lands, in the western part of New officers, correct abuses, and generally superin- Hampshire, to aid the design, and considering tend the management of the trusts. Where, that the same school might be enlarged and indeed, the visitatorial power is vested in the improved to promote learning among the Engtrustees of the charity in virtue of their incor-glish, and to supply the churches there with poration, there can be no amotion of them from an orthodox ministry, promised large tracts of their corporate capacity. But they are not, land for the uses aforesaid, provided the school therefore, placed beyond the reach of the law. should be settled in the western part of said As managers of the revenues of the corpora- province; that the trustees thereupon gave a tion, they are subject to the general superin- preference to the western part of said province, tending power of the court of chancery, not as lying on Connecticut River, as a situation most itself possessing a visitatorial power, or a right convenient for said school. That the said to control the charity, but as possessing a gen- Wheelock further represented the necessity for eral jurisdiction in all cases of an abuse of a legal incorporation, in order to the safety and trusts to redress grievances, and suppress well-being of said seminary, and its being cafrauds.' And where a corporation is a mere pable of the tenure and disposal of lands and trustee of a charity, a court of equity will go bequests for the use of the same; that in the inyet farther; and though it cannot appoint or fancy of said institution, certain gentlemen remove a corporator, it will yet, in a case of whom he had already nominated in his last 677*] *gross fraud, or abuse of trust, take will (which he had transmitted to the trustees away the trust from the corporation, and vest in England) to be trustees in America, should it in other hands. be the corporation now proposed; and lastly, that there were already large contributions for said school in the hands of the trustees in England, and further success might be expected; for which reason the said Wheelock desired they might be invested with all that power therein which could consist with their distance from the same. The charter, after these recitals, declares, that the king, considering the premises, and being willing to *encour- [*679 age the charitable design, and that the best means of education might be established in New Hampshire for the benefit thereof, does, of his special grace, certain knowledge, and mere motion, ordain and grant, that there be a college erected in New Hampshire, by the name of Dartmouth College, for the education and instruction of youth of the Indian tribes, and also of English youth and others; that the trustees of said college shall be a corporation forever, by the name of the Trustees of Dartmouth College; that the then Governor of New Hampshire, the said Wheelock, and ten other persons, specially named in the charter, shall be trustees of the said college, and that the whole number of trustees shall forever thereafter con sist of twelve, and no more; that the said corby their corporate name, and to acquire and hold for the use of the said Dartmouth College, lands, tenements, hereditaments, and franchises; to receive, purchase, and build any houses for the use of said college, in such town in the western part of New Hampshire as the trustees, or a major part of them, shall by a written instrument agree on; and to receive, accept, and dispose of any lands, goods, chattels, 1.-2 Fonb. Eq. B. 2. pt. 2. ch. 1, s. 1, note a; rents, gifts, legacies, &c., &c., not exceeding Coop. Eq. Pl. 292; 2 Kyd. Corp. 195: Green v. the yearly value of £6,000. It further declares, Rutherforth, 1 Ves. 462; Attorney-General v. Foundling Hospital, 4 Bro. Ch. 165, S. C.; 2 Ves., that the trustees, or a major part of them, reguJun., 42; Eden v. Foster, 2 P. W. 325; 1 Woodes.476; larly convened (for which purpose seven shall Attorney-General v. Price, 3 Atk. 108; Attorney- form a quorum), shall have authority to apGeneral v. Lock, 3 Atk. 164; Attorney-General v. Dixie, 13 Ves. 519; Ex-parte Kirkby Ravensworth point and remove the professors, tutors and Hospital, 15 Ves. 304, 314: Attorney-General v. other officers of the college, and to pay them Earl of Clarendon, 17 Ves. 491, 499; Berkhamstead and also such missionaries and schoolmasters Free School, 2 Ves. & Beames, 134; Attorney-General v. Corporation of Carmarthen, Coop. Rep. 30; as shall be employed by the trustees for inMayor, &c., of Colchester v. Lowten, 1 Ves. & structing the Indians, salaries and *al- [*680 Beames, 226: Rex v. Watson, 2 T. R. 199; Attorney- lowances, as well as other corporate expenses, General v. Utica Ins. Co., 2 Johns. Ch. R. 371: At-out of the corporate funds. It further declares, torney-General v. Middleton, 3 Ves. 327. that the said trustees, as often as one or more of the trustees shall die, or, by removal or otherwise, shall, according to their judgment, It begins by a recital, among other things, that the Rev. Eleazar Wheelock, of Lebanon, in Connecticut, about the year 1754, at his own expense, on his own estate, set on foot an Indian Charity-School; and by the assistance of other persons, educated a number of the children of the Indians, and employed them as missionaries and schoolmasters among the savage tribes; that the design became reputable among the Indians, so that more desired the education of their children at the school than the contributions in the American colonies would support; that the said Wheelock thought it expedient to endeavor to procure contributions in England, and requested the Rev. Nathaniel Whitaker to go to England as his attorney, to solicit contribution, and also solicited the Earl of Dartmouth and others to receive the contributions and become trustees thereof, which they cheerfully agreed to, and he constituted them trustees, accordingly, by a power of attorney, and they tes-poration shall have power to sue and to be sued tified their acceptance by a sealed instrument. That the said Wheelock also authorized the 678*] trustees to fix and determine *upon the place for the said school; and, to enable them understandingly to give the preference, laid before them the several offers of the governments in America, inviting the settlement of the school among them; that a large number of the 2.-Mayor, &c., of Coventry v. Attorney-General, 7 Bro. Parl. Cases, 235; Attorney-General v. Earl of Clarendon, 17 Ves. 491, 499. become unfit or incapable to serve the interests We are now led to the consideration of the of the college, shall have power to elect and first question in the cause, whether this charappoint other trustees in their stead, so that ter is a contract, within the clause of the conwhen the whole number shall be complete of stitution prohibiting the states from passing twelve trustees, eight shall be resident free- any law impairing the obligation of contracts. holders of New Hampshire, and seven of the In the case of Fletcher v. Peck,' this court laid whole number laymen. It further declares down its exposition of the word “contract" in that the trustees shall have power from time to this clause, in the following manner: "A contime to make and establish rules, ordinances, tract is a compact between two or more persons, and laws for the government of the college not and is either executory or executed. An exrepugnant to the laws of the land, and to con-ecutory contract is one in which a party binds fer collegiate degrees. It further appoints the himself to do or not to do a particular thing. said Wheelock, whom it denominates "the A contract executed is one in which the object founder of the college," to be president of the of the contract is performed; and this, says college, with authority to appoint his successor, Blackstone, differs in nothing from a grant. who shall be president until disapproved of by A contract executed, as well as one that is exthe trustees. It then concludes with a direc-ecutory, contains obligations binding on the tion that it shall be the duty of the president to parties. A grant in its own nature amounts to transmit to the trustees in England, so long as an extinguishment of the right of the grantor, they should perpetuate their board, and as there and implies a contract not to re-assert that right. should be Indian natives remaining to be prop- A party is always estopped by his own grant. er objects of the bounty, an annual account This language is perfectly unambiguous, and was of all the disbursements from the donations in used in reference to a grant of land by the gov England, and of the general plans and pros- ernor of a state under a legislative act. It deperity of the institution. termines, in the most unequivocal manner, that Such are the most material clauses of the the grant of a state is a contract within the charter. It is observable, in the first place, that clause of the constitution now in [*683 no endowment whatever is given by the crown; question, and that it implies a contract not to and no power is reserved to the crown or gov-re-assume the rights granted. A fortiori, the ernment in any manner to alter, amend, or con- doctrine applies to a charter or grant from the trol the charter. It is also apparent, from king. 681*]*the very terms of the charter, that Dr. Wheelock is recognized as the founder of the college, and that the charter is granted upon his application, and that the trustees were in fact nominated by him. In the next place, it is apparent that the objects of the institution are purely charitable, for the distribution of the private contributions of private benefactors. The charity was, in the sense already explained, a public charity, that is, for the general promotion of learning and piety; but in this respect it was just as much public before as after the incorporation. The only effect of the charter was to give permanency to the design, by enlarging the sphere of its action, and granting a perpetuity of corporate powers and franchises the better to secure the administration of the benevolent donations. As founder, too, Dr. Wheelock and his heirs would have been completely clothed with the visitatorial power; but the whole government and control, as well of the officers as of the revenues of the college, being with his consent assigned to the trustees in their corporate character, the visitatorial power, which is included in this authority, rightfully devolved on the trustees. As managers of the property and revenues of the corporation, they were amenable to the jurisdiction of the judicial tribunals of the state; but as visitors, their discretion was limited only by the charter, and liable to no supervision or control, at least, unless it was fraudulently misapplied. From this summary examination it follows that Dartmouth College was, under its original charter, a private eleemosynary corporation, 682*] endowed with *the usual privileges and franchises of such corporations, and, among others, with a legal perpetuity, and was exclusively under the government and control of twelve trustees, who were to be elected and appointed, from time to time, by the existing board, as vacancies or removals should occur. But it is objected that the charter of Dartmouth College is not a contract contemplated by the constitution, because no valuable consideration passed to the king as an equivalent for the grant, it purporting to be granted ex mero motu, and further, that no contracts merely voluntary are within the prohibitory clause. It must be admitted that mere executory contracts cannot be enforced at law, unless there be a valuable consideration to sustain them; and the constitution certainly did not mean to create any new obligations, or give any new efficacy to nude pacts. But it must, on the other hand, be also admitted, that the constitution did intend to preserve all the obligatory force of contracts, which they have by the general principles of law. Now, when a contract has once passed, bona fide, into grant, neither the king or any private person, who may be the grantor, can recall the grant of the property, although the conveyance may have been purely voluntary. A gift, completely executed, is irrevocable. The property conveyed by it becomes, as against the donor, the absolute property of the donee; and no such subsequent change of intention of the donor can change the rights of the donee. And a gift by the crown of incorporeal hereditaments, such as corporate franchises, when executed, comes completely within the principle, and [*684 is, in the strictest sense of the terms, a grant.* Was it ever imagined that land, voluntarily granted to any person by a state, was liable to be resumed at its own good pleasure? Such a pretension would, under any circumstances, be truly alarming; but in a country like ours. where thousands of land titles had their origin in gratuitous grants of the states, it would go 1.-6 Cranch, 87, 136. 2.-2 Bl. Com. 441; Jenk. Cent. 104. 3.-2 Bl. Com. 317, 346; Shep. Touch. ch. 12, p. 227. far to shake the foundations of the best settled estates. And a grant of franchises is not, in point of principle, distinguishable from a grant of any other property. If, therefore, this charter were a pure donation, when the grant was complete, and accepted by the grantees, it in volved a contract that the grantees should hold, and the grantor should not re-assume the grant, as much as if it had been founded on the most valuable consideration. tract by Dr. Wheelock, if a charter is granted, that the school shall be removed from his estate to New Hampshire? and that he will relinquish all his control over the funds collected, and to be collected, in England under his auspices, and subject to his authority? that he will yield up the management of his charity school to the trustees of the college? that he will relinguish all the offers made by other American governments, and devote his patronage to this institution? It will scarcely be denied that he gave up the right any longer to maintain the charity school already established on his own estate; and that the funds collected for its use, and subject to his management, were yielded up by him as an endowment of the college. The very language of the charter supposes him to be the legal owner of the funds of the charity-school, and, in virtue of this endowment, declares him the founder of the college. It matters not whether the funds were great or small: Dr. Wheelock had procured them by his own influence, and they were under his control, to be applied to the *sup- [*687 port of his charity school; and when he relinquished this control he relinquished a right founded in property acquired by his labors. Besides, Dr. Wheelock impliedly agreed to devote his future services to the college, when erected, by becoming president thereof at a period when sacrifices must necessarily be made to accomplish the great design in view. If, indeed, a pepper corn be, in the eye of the law, of sufficient value to found a contract, as upon a valuable consideration, are these implied agreements, and these relinquishments of right and benefit, to be deemed wholly worthless? It has never been doubted that an agreement not to exercise a trade in a particular place was a sufficient consideration to sustain a contract for the payment of money. A fortiori, the relinquishment of property which a person holds, or controls the use of, as a trust, is a sufficient consideration; for it is parting with a legal right. Even a right of patronage (jus patronatus) is of great value in intendment of law. Nobody doubts that an advowson is a valuable hereditament; and yet, in fact, it is but a mere trust, or right of nomination to a benefice, which cannot be legally sold to the intended incumbent.3 But it is not admitted that this charter was not granted for what the law deems a valuable consideration. For this purpose it matters not how trifling the consideration may be; a pepper corn is as good as a thousand dollars. Nor is it necessary that the consideration should be a benefit to the grantor. It is sufficient if it import damage or loss, or forbearance of benefit, or any act done, or to be done, on the part of the grantee. It is unnecessary to state cases; they are familiar to the mind of every lawyer.' With these principles in view, let us now ex685*] amine the terms of this charter. It purports, indeed, on its face, to be granted "of the special grace, certain knowledge, and mere motion" of the king; but these words were introduced for a very different purpose from that now contended for. It is a general rule of the common law (the reverse of that applied in ordinary cases), that a grant of the king, at the suit of the grantee, is to be construed most beneficially for the king, and most strictly against the grantee. Wherefore, it is usual to insert in the king's grants a clause, that they are made, not at the suit of the grantee, but of the special grace, certain knowledge, and mere motion of the king; and then they receive a more liberal construction. This is the true object of the clause in question, as we are informed by the most accurate authorities. But the charter also on its face purports to be granted in consideration of the premises in the introductory recitals. Now, among these recitals it appears that Dr. Wheelock had founded a charity-school at his own expense, on his own estate; that divers contributions had been made in the colonies, by others, for its support; that new contributions had been made and were making in England for this purpose, and were in the hands of trustees appointed by Dr. Wheelock to act in his behalf; that Dr. Wheelock had consented to have the school established at such other place as the trustees should select; that offers had been made by several of the gov686*] ernments in America, inviting the *establishment of the school among them; that offers of land had also been made by divers proprietors of lands in the western parts of New *This is not all. A charter may be [*688 Hampshire, if the school should be established there; that the trustees had finally consented to granted upon an executory, as well as an exestablish it in New Hampshire; and that Dr. ecuted or present consideration. When it is Wheelock represented that, to effectuate the granted to persons who have not made applicapurposes of all parties, an incorporation was tion for it, until their acceptance thereof, the necessary. Can it be truly said that these re-grant is yet in fieri. Upon the acceptance citals contain no legal consideration of benefit to the crown, or of forbearance of benefit on the other side? Is there not an implied con 2 1.-Pillans v. Van Mierop, per Yates, J.,3 Burr. 1663; Forth v. Staunton, 2 Saund. Rep. 211; Williams' note 2, and the cases there cited. 2.-2 Bl. Com. 347; Finch's Law, 100; 10 Rep. 112; 1 Shep. Abridg. 136; Bull. N. P. 136. In respect to Dr. Wheelock, then, if a consideration be necessary to support the charter as a contract, it is to be found in the implied stipulations on his part in the charter itself. He relinquished valuable rights, and undertook a laborious office in consideration of the grant of the incorporation. there is an implied contract on the part of the grantees, in consideration of the charter, that they will perform the duties, and exercise the authorities conferred by it. This was the doctrine asserted by the late learned Mr. Justice Buller, in a modern case. He there said: "I 3.-2 Bl. Com. 22, note by Christian. |