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 1⁷⁸⁴, 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