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What Was the Dartmouth College Case Really About?

Posted by on Wednesday, November 24, 2021 in Articles, Volume 74, Volume 74, Number 6.

Charles R. T. O’Kelley | 74 Vand. L. Rev. 1645 (2021) |

In 1769, King George III issued a Royal Charter incorporating twelve persons as The Trustees of Dartmouth College with the right of self-perpetuation. The charter also identified one of the trustees, Eleazar Wheelock, as the founder and initial president of the corporation, with the right by provision in his last will and testament to appoint his successor in office. The purpose of the grant was to establish a college in New Hampshire, and this was done in the fall of 1770. Shortly before his death in 1779, Eleazar provided in his will that his son John, then away fighting in the American Revolution, would be his successor as president. John accepted the office, and was the dominant force in the affairs of Dartmouth College until a falling out with the board of trustees led to his removal from office in 1815. John’s efforts to regain office led the New Hampshire legislature to amend the Charter of 1769, authorizing a new board, whose trustees then reappointed John to the presidency. The old trustees refused to accept the legitimacy of the new board, and Dartmouth College split into warring camps, each purporting to be the legitimate corporation, and each with its own body of students and faculty. The old trustees filed suit seeking to invalidate the New Hampshire legislation. On February 2, 1819, fifty years after the issuance of the charter, John Marshall read in open court his famous opinion in the Dartmouth College case, Trustees of Dartmouth College v. Woodward, holding that the New Hampshire legislation violated the Contract Clause of the Constitution.

This Article is the first modern work of corporation law scholarship fully examining the Dartmouth College case as it was lived and understood at the time. Earlier scholars, the author of this Article included, have relied on the case to make doctrinal and theory-of-the firm arguments about Supreme Court precedents regarding the constitutional rights of corporations.

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Charles R. T. O’Kelley