Medical Institution of Geneva College v. Patterson , 1 Denio 61 ( 1845 )

By the Court, Bronson, Ch. J.

If “ The Medical Institution of Geneva College” is not a corporation, it has no capacity to sue, and the defendant is entitled to judgment. This is the only question made by the special verdict. The principal argument for the plaintiffs depends upon maintaining the following propositions : I. Each of the English universities of Oxford- and Cambridge has the power of creating subordinate corporations, such as colleges, for giving instruction in the liberal arts and sciences: 2. Columbia College in the city of New-York has the same power in this respect as the English universities: 3. Geneva College has the same powers as Columbia College: and 4. Geneva College, thus having the power, has created a corporation by the name of “ The Medical Institution of Geneva College.” If any one link in this chain is broken, the whole argument falls to the ground.

There is very little in the case to induce the belief that the trustees of Geneva College either supposed they had the power, or that they intended to erect the medical faculty of the college into a body politic or corporate. But whatever may have been their opinion or intention, I think they had no power to create a corporation for any purpose. ■ Geneva College has “ all the corporate rights and privileges enjoyed by.Columbia College in and by the act” of April 13, 1787. (2 R. L. 262, § 6.) That act, with certain limitations and amendments not affecting the present question, ratified and confirmed the charter of King’s College in the city of New-York, changing the name to Columbia College. (1 Greenl. 437, §§ 8—11.) The original charter was granted by lieutenant governor De Lancey on the 31st of October, 1754. It conferred power upon the governors of the college to appoint a president, who should hold his office during good behavior; and fellows, professors, and tutors, to assist the president in the education and government of the students, who should hold their offices either at the pleasure of the governors, or during good behavior, according as should be agreed upon betwéen those officers and the governors of the college. The governors also had power to appoint a treasurer, clerk, and steward, and other inferior officers or ministers, who were authorized to exercise their offices, according to the direction and during the pleasure of the governors, “ as fully and freely as any other the like officers in any of our universities, or any of our colleges, in that part of our kingdom of Great Britain called England lawfully may and' ought to do.” The governors were also authorized to make laws, ordinances, and orders for the better government of the college, and the students and ministers thereof, as they should think best, so that they were not repug nant to the laws of England : and further, to “ give and grant any such degree and degrees to any of the students of the said college, or any other person or persons by them thought worthy thereof, as are usually granted by any or either of our universities or colleges in that part of our kingdom of Great Britain called England.” It was further granted, that the letters patent establishing the college, being entered of record, should be “ good and effectual in the law, to all intents and purposes, against us, our heirs and successors, without any other license, grant, or confirmation from us, our heirs or successors.” These are all the provisions of the charter to which we have been referred in support of the plaintiffs’ case; and, whatever may be the powers of the English universities, I think it entirely clear that Columbia College has no power to create corporations of any kind, or for any purpose. It cannot be necessary to discuss the question. It is enough to say, that there is nothing in the charter which looks like a license or authority to erect corporations. The chancellor of the university of Oxford has power by charter to erect corporations. (1 Kyd on Corp. 50; 1 Black. Comm. 474.) But Columbia College has no chancellor. Its principal officer is a president, who has no greater powers than are usually conferred on the presidents of other colleges. They cannot make corporations.

Although it is now settled that the king may delegate his authority to create corporations; or, in other words, may exercise the power by another as his instrument, on the principle quifacit pier alium,facit per se, I find no authority, for the position that a general power to erect corporations has ever been delegated to either of the English universities. But however that may be, I think there is no color for saying, that such a power has been conferred upon any of our colleges.

Another argument remains to be noticed. It is said that the legislature has repeatedly recognized the plaintiffs as an existing corporation. (Stat. of 1835, p. 36; 1836, p. 579, 801; 1841, p. 205 ; 1844, p. 413.) Some of these statutes speak of toe medical institution, and others of the medical faculty of Geneva College; but they all virtually recognize the college, and not one of its faculties, as the corporate body. There is no law conferring corporate privileges on the plaintiffs; and if there had been such a mistake as that of calling them a corporation, it would have amounted to nothing more than a misnomer. But there has been no such mistake.

Judgment for defendant.