## Facts

- In 1769, a royal charter incorporated “The Trustees of Dartmouth College,” creating a self-perpetuating board with corporate powers and control of property for operating a charitable educational institution.
- After the American Revolution, Dartmouth continued to operate as a privately funded college under the charter.
- In 1816, New Hampshire enacted statutes that renamed the institution “Dartmouth University,” expanded and altered trustee appointments (shifting power toward the governor), and created a new board of overseers with supervisory authority.
- The original trustees rejected the statutory changes and claimed the legislation transferred control from the chartered private trustees to a state-controlled structure.
- William H. Woodward, former secretary and treasurer, aligned with the state-created governing body and retained the college’s corporate records, seal, charter, and account books.
- The trustees sued Woodward in trover in New Hampshire court to recover the corporate documents and seal, asserting their rights under the 1769 charter.

## Issues

1. Whether the 1769 charter incorporating Dartmouth College is a “contract” protected by the Contract Clause of the U.S. Constitution.
2. Whether the 1816 New Hampshire statutes impaired the obligations of that contract by materially altering the corporation’s governance and control without the trustees’ consent.
3. Whether Dartmouth College was a private corporation (protected against unilateral legislative change) or a public corporation subject to legislative control.

## Decision

- The Supreme Court reversed the New Hampshire judgment for Woodward.
- The Court held the 1769 charter was a contract within the meaning of the Contract Clause.
- The Court held the American Revolution did not dissolve the corporation or extinguish chartered rights.
- The Court classified Dartmouth as a private eleemosynary corporation; its educational purpose did not convert it into a public corporation.
- The Court held the 1816 statutes materially altered the charter without consent and therefore unconstitutionally impaired contractual obligations, rendering the statutes void as applied to the corporation’s chartered structure.
- Judgment was ordered for the trustees, entitling them to the corporate property and records claimed.

## Legal Principles

- A corporate charter granting franchises and property rights to private trustees for charitable purposes may constitute a contract protected by the Contract Clause.
- A change in sovereignty does not, by itself, dissolve a private corporation or terminate vested rights created by charter.
- A corporation is not “public” merely because it serves public-benefit ends such as education; classification turns on origin, funding, and whether it is an instrument of government.
- State legislation that restructures a protected private corporation’s governance, appointment mechanisms, or control of property without consent can constitute a material impairment of contractual obligations prohibited by Article I, Section 10.

## Conclusion

The Court held Dartmouth’s charter created contract rights protected from state impairment, and New Hampshire’s statutes reconstituting the college’s governance without the trustees’ consent violated the Contract Clause and could not displace the chartered trustees’ control of the corporation and its property.


Trs. of Dartmouth Coll. v. Woodward, 17 U.S. (4 Wheat.) 518 (1819)