How Trustees of Dartmouth College v. Woodward Clarified Corporate Law

54 Pages Posted: 20 Apr 2021

See all articles by Margaret M. Blair

Margaret M. Blair

Vanderbilt University - Law School

Date Written: April 20, 2021

Abstract

The U.S. Supreme Court decided Trustees of Dartmouth College v. Woodward (17 U.S. 4 Wheat 518) in 1819, just as the corporate form of organization was rapidly becoming the preferred legal form for organizing and carrying out a wide range of business activities. The case is most widely-known for its decision that the charter by which the privately-funded eleemosynary institution – Dartmouth College – was founded constituted a “contract” between the state and the founders, thereby bringing it within the jurisdiction and protection of the “Contract Clause” of U.S. Constitution which provides that “No state shall pass any Law impairing the obligation of contracts” (U. S. Constitution, Article 1, Section 10). But the case was arguably more important for clarifying and settling a critical question about the corporate form: it confirmed, unequivocally, that for an “association” to receive the special privileges available to corporations, it must have a government-issued charter. Those privileges include separate entity status, which was especially important for receiving, holding and transferring land, for continuity in contracting, for clear lines of succession, and for litigation to enforce contracts. Prior to this case, courts in the U.S. struggled with deciding what rules to apply to a variety of voluntary associations that lacked government-issued charters.

Keywords: Corporate Law, Corporate History, Dartmouth College, Corporate Charters, Business Associations, Supreme Court, Justice John Marshall, Early American Universities, Land companies, Business associations, Business trusts, Eleemosynary organizations, Joint-stock companies, Corporations at common law, Pa

Suggested Citation

Blair, Margaret M., How Trustees of Dartmouth College v. Woodward Clarified Corporate Law (April 20, 2021). Vanderbilt Law Research Paper No. 21-19, Available at SSRN: https://ssrn.com/abstract=3830603 or http://dx.doi.org/10.2139/ssrn.3830603

Margaret M. Blair (Contact Author)

Vanderbilt University - Law School ( email )

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