Visitors & Governors of St. John's College v. Purnell

Cochran, J., delivered the opinion of this Court: It is quite unnecessary to review, in this case, any of the questions considered, and as we think finally decided, in the case of these appellants against the State, reported in 15 Md. Rep., 330. The 19th section, of the Act of 1784, ch. 37, was there construed and held to he a contract, binding the State to pay annually, forever, the sum therein specified to the appellants, for the use of the College; and on that ground the Act of 1805, ch. 85, repealing it, was held [638] to be a law impairing tbe obligation of a contract witbin the inhibition of section 10, Art. 1 of the Constitution of the United States, and therefore void. These conclusions, founded in reason as well as supported by authority, are not to be disturbed, and we shall assume, as they require us to do, that the rights and claims of the appellants so established, still subsist, unless indeed, as the appellees contend, their acceptance of and compliance with the Resolutions passed by the Legislature in 1832, operated to discharge and distinguish them. The substance of the proposal, made by the Legislature in these Resolutions, was to increase the board of Visitors and Governors, and to pay to them, for the use of the College, the sum of $2,000 annually, in addition to the yearly sum of $1,000 allowed by a Resolution passed in 1811, on condition that the annuity of $3,000 thus provided, should be accepted by them in full satisfaction of all legal or equitable claims they might have, or be supposed to have, against the State; and that they should, before receiving the same, file their acceptance of these conditions with the Clerk of the Court of Appeals, for record. The appellants, in response to this proposal, executed an instrument, under their corporate seal, reciting the Resolutions, and agreeing to accept the annuity in full satisfaction of all legal or equitable claims which they had, or might be supposed to have, against the State; and also, for the same consideration, to accept the proposed amendments of their charter. The purpose of the respective parties, thus shown, was evidently a mutual one. The Legislature in granting, and the appellants in accepting, this annuity, unquestionably intended not only to satisfy and extinguish all the real and supposed claims of the appellants against the State, but to secure the State against all possibility of claim, by a full, specific and absolute release from all antecedent promises, contracts and obligations to them, upon which any claim could be predicated. That the Legislature was clothed with > full power to submit the proposals set forth in the Resolu [639] tions was not questioned, and if the appellants had equal power to accept them, then these acts, taken together, constitute, in the eye of the law, a contract equally binding and conclusive on the contracting parties. The honor and faith of the State are pledged for the performance of her part of the compact; and the appellants, if they had authority to enter into it, were equally bound to accept the annuity in lieu of all other dues from the State, and to abide by their release as a final and effective extinguishment of the claim asserted here. How, then, stands the question as to the power of the appellants to bind themselves by such an instrument? They were created a private eleemosynary corporation by the Act of 1*784, ch. 38, with power to receive, as they have done to a large amount, donations from private persons, as well as from the State, for the purpose of establishing the College authorized by their charter. It is true, the donations were to be held and used for the purposes of the College, but they were, nevertheless, gifts, in which the donors retained neither legal nor equitable interest, and it follows that no such interest could be transmitted to their representatives. The donations were made to a private corporation, for the encouragement and advancement of useful knowledge throughout the State,” and if that purpose of the donations be taken as the measure of the donor’s interest in them, they neither had nor could have more than was common to the public at large, and, of course, only such as the Legislature could properly represent. Unrestrained, as the appellants are, by any outstanding legal interest or right in the donors, there is no room to question their power to release any right conferred, or to assent to any change in their charter which the Legislature may authorize or propose. The authorities fully sustain the doctrine, that such a corporation may, with the consent of the Legislature, exercise such a power. In King vs. Miller, 6 Term Rep., 277, Lord Kenyon says: “Where a corporation takes its rise from the King’s charter, the King by grg,nt~ [640] ing, and the corporation by accepting, another charter, may' alter it, hecanse it is done with the consent of all the parties who are competent to consent to the alteration;" and in Ex-parte Bolton School, 2 Bro. Ch. Rep., 662, it was held,that a charter granted by Parliament, might he changed with the consent of Parliament. The same doctrine was-recognized in all the opinions delivered in the case of Dart-* mouth College vs. Woodward, 4 Wheat., 518. But we are not left to these authorities alone. The point was considered and very plainly decided in the Regents case, 9 G. & J., 365. Buchanan, C. J., in speaking of an Act passed to transfer the corporate rights and privileges of the Regents to a hoard of trustees, says, that “if the Act had been made to take effect when, or if assented to by the corporation of the Regents, it would, until that assent was-given, have been in fieri, and when given, a law, if accepted by the trusteesand further, “that parties to a contract have a right to rescind it, and as between the State and the corporation of Regents, such a provision would have amounted to an offer on the part of the State to rescind the contract or charter of 1812, and if assented to by the corporation, would have been an abrogation of it.” The appellants having accepted the proposals of the Legislature, and by their solemn and formal release discharged and extinguished the claim made here, have deprived themselves of the power as well as right to assert and again maintain it. They cannot avoid the release nor set it aside by saying that it was executed in ignorance of the real nature and extent of their right against the State, or of the appropriate remedy for enforcing it; for the proposals were made by the Legislature to the end and for the purpose of compromising and finally settling a controverted claim; and it must be understood that the appellants so accepted them. The essence of compromise, a mode of adjustment always favored by the law, is the waiver of pre-existing claims and remedies in favor of the right or claim ascertained and fixed by the composition; and it is usually re [641] sorted to for the very purpose of substituting in place of a right or claim, doubtful from ignorance or upon other grounds, a new and fixed liability. Being of opinion that the claim asserted by the appellants has no legal foundation, it will he wholly unnecessary to consider any of the questions relating to their remedy, so fully discussed in the course of the argument, and we shall therefore affirm the order of tho Court below, dismissing the petition, with costs to the appellees. (Decided November 29th, 1865.) Order affirmed, an$ petition dismissed.