Sacramento Daily Union, Volume 37, Number 5735, 14 August 1869 — SUPREME COURT DECISIONS. [ARTICLE]

SUPREME COURT DECISIONS.

JULY TERM.

The People of the State of California?'. President and Trustees of the College of California 2,157 1. Ibis is an sci an to quid the title of 'he .late of California to a tract of one bunked and sixty acres of lard, situate near the city of Oakland, on which it is prop, to erect tbe State University; and the only qu--s'ion for our decision on this appeal is, whether or not tbe conveyance Lorn tbe President and Trog-ees o' the College cf Californit to the State, under the (acts stated in the agre<d case, was and is operative In law to vest the title in the State. In otber words, whether cr not, upon the a. reed facts, tte President and Trustees oi the College had the power In law to convey 'he 'and to tbe State, voder the circumstances and for tbe roses disclosed In the record, or whether toe transaction was ultra vires.

1 be Oolle-ae was incorporated under the Act of April 20. 1853, entitled "Ao Act to provide for tie incorporation of Colleges" (Statutes 1850, 278), and the Act amendatory thereof, passed Ajril 18. 1855 (Statutes 1555,110). In d, finite powers of the Trustees, It Is provided i*> Sec-ion 7 that t',ey shall bave power "to receive and hold by purchase, salt or grant, any real or personal property, provided tbat the -.early Income of the Collece sball not exceed Us s*ary yearly expenses ten thousand dollars ;"■ and "to sell, mortgage, lease and othei wi*e use and dispose of .neb property in «uc - manrer as they shall deem most conducive to the prosperity of the C lltge." The general Corporation Ac*, provides (Section 1) that every corporation, as ■-ilch. Sb-ill have power " to hold, purchase and convey such real and personal estate an tbe purposes of the corporation shall r**q lire, not exceeding tbe amount limied bylaw." Under these provisions.it is quite evident tbe Trustees h*>ve an unlimited discretion in respect to the sale or other disposition of the corporate property, for the advancement of the interests of the Crliege; and It is equally plain tbat so long as they act in gcod fait*, their discretion. in tills respect, is absolute. Tbey alone are to decide, whether the proposed disposition of tbe property will be " mo: t conducive to the prosperity of the College. " Tbere is co room lor arg.meat on tbis point. -But it Is suggested that tbe action of the President and Trustees ot the Co'lese of California, i alienating its prop erty. Is not only not "conducive to the prospeiit" of tbe College," but is avowedly intended to termioateits existence in order that its corporate property inav be devoted to tbe building up of a new institution of learnicv, with a different nau-e, and under a new management; tbat the conveyance of the tract In question to tbe State was In part executhn cf this general plan; and that when the Sta'e, through its authorized agents and officers, accepted the conveyance, it bad notice ol the inteo ion and purposes ol the Trustees in making it; that whilst the Trustees may make such disposition of the corporate property as they .ball believe will conduce to tbe prosperity of the College, they bave no newer to destroy It by aiieuatini* its property, with the avowed intention to terminate its existence and turn over its estate to another institution; and that the State, bavins takn the conveyance with notice of tbe unlawful purpose foe which it was made, is cot entitled to the aid of a Couttcf equity In order that it may thereby validate a transaction which has an ineurabie icfinrity. In the recent case of Miner*' Ditch Company vs. Z Iletback, decided at the Ju'y Term, I?6S, we had occasion to examine with much care the power of aeon oration over Its corporate property ; acd we held that all corporations capable of taking aad holding property have ejus disponendi as fu'ly as natural persons, except in so far as they are res rained by statute; that under tbis g _eral power, a coipcratio , unless restrained try statute, may dispose of the whole of its corporate property ftr any lawful purpose; and tbat if it conveys Its property for a put pose apparently lawful and within tbe scope of its powers to a bona fide, purchaser without notice, the transaction will be valid as between the corporation and tbe purchaser, even though the secret purpose of the corporation was unlawful; that if the purchaser had notice of tbe unlawful purpose, --nd if the tract was faVy executed and the purchaser was let into the possession, tbe Court would refuse its aid to enable the corporation to recover the property. on the ground that '* in part delicto, potior est conditio defendentis" The flist point, therefor**, to be ascertained in the case we are considering is, whether the conveyance (rom the President and Trustees of the Col e_2 to the Mate was In part execution or in furtherance of an unlawful plan for th. disposition of the corporate property of the College. The agreed case shows that the President and 1 rustees were actuated by tbe most lauiable motives in the <'is-i>-stti*n they proposed to make of the property. The bona fide* of the transaction is rot open to suspicion ; on the contrary, It appears affirmatively that tbe President a_d Trustees were actuated only by a praiseworthy desire to build u-j an institution of learning commeosura'e with the wants of the H;te, aul capable of dispensing greater benefits to the public than could be anticipated from the College ol California. If thtir laudable purro-,e fails, it will be solely becau'e of a want of the lawful power to accomplish it, and rot because it is tainted with any moral wrong. It is a question of power merely, and in tbat light we shall consider it.

Toe ct for the incorporation of Colleges provides no method by whicii they may be disincorporated or d-s---solved. But the general Corporation Act (section 81) MC.crioes a mode for dissolving trade corporations on the pctil'on cl the stockholders. This provision, however, can have no app'ication to a corporation for lterary purposes having no .tockh tiller.- ; and we are cot aware of asy statutory provision for dissolving a corporation of tbis character. Bat at common law both municipal acd private corporations may be dissolved by a surrender of their fra'obises. Io A.jell k Ames on Corporations (Section 772), after announcing that some doubt his existed in Eagland touching tbe power of a municip.l corporation to surrender its corporate ex'slence, the author concludes that *' by far the tetter op'mon is, that where the surrender Is duly made and accepted, it is effectual to dissolve a mnaicipal body. In this country the power of a private corporation to dissolve itself by its own ass. _t seems to oe assumed ov all JuJzes who touch upon the point." Theautborl*ies quoted in support of the last proposition are Riddle vs. Proprietors ot Locks, etc. (7 M.ibs.,l&s), Hampshire vs. Franklin (16 Mass., 66), McLaren vs. Pennington (1 Paige, 107), E.field Toll Bridge Company vs. C'-'nnecticat Railio»d Company (7 Conn., 45), Sloe vs Blum (il) John., 450). Canal Company vs. Ra'lro*td Company (4 Gill, ai-d J.. 1), Trustees, etc , vs. Zinesville C. aud M. Compary (9 Ohio, 203), Penobscot Boom Company vs. Sampivn *,l 6 Maine, 224), Mumma vs. Potomac C'.mpsny (S Peters, 281). Chancellor Kent says: "the better opinion would seem to be tbat a corporation aggregate may surrender, and in tbat may dissolve Itself; but tbe_ th** surrender must be accepted by Gavernmeat, and be mad** by some solemn act, lo render it comnl.te." (2 Ke.t's Com., 811.) Wh _ tbe statute prescribes a particular method for dissolving a corporation, that method roust of course be pursued ; but our conclusion is, tbat in the absence oi any statutory prevision defining the mode, a corporation aggregate may surrender its franchise by proper proceedings for that purpose. It is not necessary in tbis cisc tbat we should lay down any precise rule as to tbe particular method ty which the surrender may be accomplished and rendered eff dual. For the purposes of this decision, it Is sufficient for us to have ascertained that theie is a method by which the College ol California miy surrender its francii?e. It was ani is for the President and Trustees to decide whether or not the public rest woutp be subserved lay oissolving tbe corporation and devoting its property, after the payment of i s debts, to the support of a new and kindred institutioa, to be established under nacre auspicious circumstances, and with a more liberal endow-

ment. There are no stockholders to be consulted whose interests mi.bt need protection; and the plan proposed i. to take affect or ly after all tre debts of the College are paid. Under these circumstances it would be an extraordinary casus omipus in the law If the managers of a literary institution, without a aufficlent endowment to r.nder it effective, were compelled, against tbeir convictions and juaements. to maintain it in its teeole, s'ck'y condition, when, . by a surrender of its franchise and devoting its property in aid of a new institution of teaming, a great public good might be accomplished. We entertain no doubt whatever of the power of the President and Trustees cf the Co lege not only to surrender tbeir franchise, but to transfer the corporate property, afler the payment or debts, to the State for tbe use oi the University. The end proposed to be accomplished by the President and Trustees was not only lawful end with-n the scope of their powers, bat was emlLentl-* meritorious and conducive to the public in - ere.t. The fact tt at a portion of the funds of the College were the result ol voluntary donations to it on, in no degree, pair the power ol the Trustees to surrender its franchise and dispose of its properly in toe mincer proposed. The donors must be presumed to have Known the law ; and must be held to hive assented in advance to any lawful e_*er_i;e of power in good faith by th? President and Trustees in respect to the corporate franchise and property. In addition to this, the donations were absolute and unconditional. The donors retained no Interest, present or luture, in the sums do.at* d, nor acquired thereby any interest whatever in the corporate property, nor any right to control it. the donatiocs were voluntaiy offerings by patriotic citizens in aid of the cause of education ; and tbe management and disposition of tbe fund was confide-- absolutely to the President and •Trusters, subject only to such restrictions and limitations as tbe law imposed upon ibern ; and, as we have seen, the law does not. prohibit them irom dissolving the corporation and applying its funds, after payment of debts, towaids the ci.dc*. of another kindred instituti-n. Tbat the Trustees have tbe power to surrender the franchise, after its debts are paid, is a proposition wnich admits of no doubt; and if they should do sc, Jf ii bout, having made any disposition of its property, there btirg no stockholders or creditors, tbe personal property of the corporation would vest jin the State (2 Kent Ccm., i SB6 ; An.-el an 1 Ames, on Corp., Sec. 195.) Such real estate as remained undisposed ot, acd which bad been, acquired, by donation, won'd revert to the donors. But this rale would not appiy to real estate acquired by the corporation by a purchase lor value, la such rases the vendor has co lurther interest in the property or in its application, aDd on a dissolution of the corporation, if there bo no s'orkb loers cr creditors, tbe title would vest ln tbe Stvte, in ibe same manner as if it weie personal property. This point was u der discussion In Bic-:n vs Robertson (18 How. U. S. It , 48'), and m delivering the opinion of the Court, Mr. Ja- nee . Campbe 1 ( says : *' The acquisitions of | real property by a trading corporation a*e commonly made tap _ a bargain ana sale, for a lull cc. si deration, and without condiiions in the deed ; and no conditions are implied in law in reference to such conveyances. The ye dor has no interest in *:<* aipropnaton o' the p-nnertv to any *peci6c oi-j'ct, nor aoy reversion, where tbe succession fails " We * re, satisfied this is toe j true mle. If the 'C.ll'ge of Oililcrnia, therefore, had surrendered its franchise, owing no debts, all its personal estate then r'mair-m*, | and a'l i's real property acquired by purchase fur value, would hive vede v , by operation of law, in tbe State. It tpoears irrro tbe »gretd statement that the «hoe cf tbe tract of one died anil six v aires i 1 contest was acquired lay pu-case for a valuable cjosHera'ioo, ex-c-p tie fifteen acres conveyed by Piocbe ani the ten acre* eoiveje-1 by Buke; and tbe latter has _rr*esK ii D d the conveyance a» tee Stale, whit** tbe fo mer ha conveyed to toe o*ll- gi by deed atasalu'e acd re--eased it fr any obligation to . pi< opri^te the lai-dtr-anv pir-tca'ar n-e* wmch is *q.iv-len' to a r.uific. •■ ■ inn o< tbe c:nve*>ai.c<* to the -tat-. , The Pre-i.ei.t •ad -tee », therefore, in eo.-ejln. ibis tract io the

State, ta aoticto.tisa of an actu.l distortion of the corporation, have only accomplished in advance a re--*nit which would baveensu dby operation of law on a dissolution oi the cm-oration, niter the men* of its deo's. T.« case shows (hat. it yet reta'rs pr*toet ty amply sufficient to meet the demand j of its creditors, none of whom are here to corapla-n of this transaction. On the whole, ire see no error In the record. Judgment affirmed. CftOCKfcTT. J. Wo concur: PAW-18. C. J , SPRAGIE.J. I concur in the judgment. UUODE3, J. Weaver vs. Uayicard [No. 1,690). time allowed to appelant tor fiim. tig points havicg long since expired, and no -Knots having been presen ed or filed, the order apt-paled from must be .ffitm- d. S .< ordered. SPRAGtiE, J., SAWYKIt, C. ... B.NDER.ON, J.

The Irish at Home.— a letter in the Troy (N. V.) Times, from the pen of its editor, traveling in Ireland, we extract:

We proceed by railway 186 miles to Dublin. On all sides we see evidences of an impoverished people. Rags and begg.rv at the stations. Now and then a lordly mansion is seen by the wayside, but tbe abodes of poverty are numerous. The land is not properly cultivated in many sections. Tbe poor tenant, paying $6 or more per acre annual!**, bas no incentive to improve bis place [ when he is liable to be taxed still more tor his own improvements, and for political or other reasons to be turned with his tamilj* into tbe roadway a beggar any day. He is a tenant at will, this is the condition of leases generally in Ireland. So he is completely at the mercy of the landlord, who lives in high life a large portion ol bis time in London, and only spends at most but a brief season at his country seat upon his estate. Perhaps be has never seen the tenant at all; his business is transacted through an agent, and his only interest is to extort every pound he can from the toil and sweat of the laboring man. Tbe Irish people are restive under the oppression, more so, perhaps, than any other European people, and their impetuous natures, smarting under a sense of injustice, break forth in threatening words, and sometimes in acts of terrible retaliation. And so the landlord becomes the tenant's enemy, and tbe tenant is cast ofl in beggary. It is this awful curse of landlord domination and antagonism wita unmerciful exactions and frequent ejectments that takes the heart out of the people, paralyzes manly ambition, plunges tbem into degrading vices, and falls the land with curses, lamentations, discontent, distressing destitution- and all manner of evil. We see indubitable proofs of the tact throughout this unhappy couutry. The neglected estates, the dirty hovels, the ragged and wretched ppople, making up the masses we see at most points in tbe interior. We have all heard of the bogs of Ireland. Tbey embrace a large area of territory along tbis route to Dublin. Vast quantities of peat are taken trom tbe soil, and may be seen in large blocks corded up for drying. It must furnish a large share of Ibe fuel of the country. The land is made available and more usetul for crops after taking oil the bog sod. We may say this of the face of Ireland as we see it—it is really the Emerald Isle. It presents a variety 01 beautiful landscapes. The mountain ranges through the whole extent from north to south are constantly in view. The country is more uneven than 1 had supposed. But this with the mountain peaks and slopes renders it all the more picturesque. Half the land is arable and one fifth ot it is said to be under cultivation. I'he cultivated portion is divided into small fields by hedge or ditch fencing. Potatoes evidently constitute the leading crop. Occasionally we see wheat, oats and barley, but more land is devoted to potatoes than* to all other crops put together, ln some sections it is all grazing. We see very little but pastures and meadows. Men, women and children are in the fields gathering hay. So far as we observed, the work is nearly all done by band. There are cattle and sheep on a thousand hills. The products of the dairy and of sheep husbandry, tbe surplus of crops, also, are lor the most part shipped to England. Ireland receives in return, receipts tor land leases, and the people have not enough left after paying tbis debt to give them the commonest comforts of lfe.

Sexual Ambiguities. The famous tenor, Adolphe Nourrit, was in his youth remarkably handsome, but of a singularly feminine beauty, and his features were delicate in tbe extreme, He was one night behind the scenes at the Theater Francais wben Talmja, who was repeating his part to himself, before entering on the stage, perceived him. He instantly called to the Suisse, who was on guard at the side wings during the performance, ard very vehemently expressed his astonishment and anger at the carelessness with which the Suisse fulfilled his duties. "How dare you let a woman in here ? " '"A woman, Sir! but where is she? "asked tbe affrighted official. " Don't you see her standing there, with her back against the wall ?" replied the tragedian. "But, sir, that is Nourrit, Adolphe Nourrit; he comes constantly here." 'Don't tell me! why, his father is my best friend. That is not Adolph Nourrit; that is a woman ; send her away directly !" Talma's order was obeyed, and the said woman was expelled the house of Mohere. The next day Adolphe' s father desired to see Talma, who was not long in perceiving tbe marked coldness of his old friend toward him. Having at last asked him the reason of his altered manner, "Well, to tell the truth," answered Nourrit, the father, " I came to see whether you were in your right senses ; and now that I see you are, I wish to know what you meant by causing my son to be turned out of the theater in so strange a fashion last night?" "What!" exclaimed Talma, " — it was not a woman?"

Acknowledging his mistake, however, he made the completest apologies, but never enjoyed hearing the story quoted against him, as it often was.

As an offset to the above, it might be mentioned that Madame de Stael was one evening going to the grand opera to a fancy ball, in a black domino. Her face was hidden by a mask, but on entering at the door, the gentleman who was her cavalier paid for himself alone, it being understood that ladies did not pay. The pair were going by, when the controller stopped Madame de Stael, seizing on the sleeve of ber domino, and telling her be was not to be taken in by such a gross imposition. He was irate in the extreme, and said : " You are a man, and must pay as such." Upon this the celebrated Baroness was at a loss how to prove her identity, so she showed him her hand ungloved. Worse and worse! For the man, whose conviction might have been shaken by the warm accent of truth sbe had put into her defense of herself, declared now that she should either be turned away fron the theater or pay as a man, for that a man she certainly was. And pay she accordingly did, and Corinne was obliged to pass for belonging to that hateful sex against which she waged such war in her romances.

Girls' Games a Failure — The weak point of all calisthenic exercises in girls' schools is that they are conducted in-doors. Even supposing the system of calisthenics to be established at scbools, and all the pupils to be required to go through a regular course of physical training, there would still be one great want or defect in girls' education remaining, namely, the want of suitable out-door exercises. Boys have in their schools this great advantage over girls, that when ibey come out of class they can generally fall to some game in which they take the keenest interest, and become so absorbed that tbey forget their lessons tor the time. The great interest attaching to these games bas one immense advantage— it causes tbe game to divert tbe mind as well as exercise the body. Boys who are engaged in base ball, rowing, and so forth, during the intervals between school hours, not only have their bodies well exercised, but also have their minds diverted from tbeir studies into a totally different channel ; and thus those among t .em who are diligent and studious are prevented from overtasking: their brains and are lorcod to give them some rest. Girls have not this advantage. The outdoor exercises which they get are not such as to thoroughly divert their minds while exercising tbeir bodies, and consequently many girls, even if forbidden to read books during the interval] between school hoors, and forced to go- out of doors, cannot prevent their minds running on then* tasks. Ia toe great majority of girls' schools there is no. out-door exercise, except that ot walking — a most inadequata provision both for exercise oi tbe body and for diversion of tbe mind. To some schools, situated in the suburbs of New York, th are are grounds attached in which tbe pupils can obtain out-door exercise*, but even. in these toe only game us.d seems to be croquat. Such pames as this are too desultory, and require too little organization to afford any real diversion to tbe player-*' minds; while croquet-, which is, no doubt a game of some skill and much interest, is said by some medical men to' be unhealthy, because it necessitates m*_ch lounging and standing still, and a good deal ot stooping.

Tn_ Rangoon Herald describes a Burmese festival . callfd tbe "Nga Thnob Pwai "-the fish-liberating least which occurs every year. The Burmese beiii've it biably meritorious to save ad kinds ot life, and during the month of April tbey go throuun the bazaars and buy up ah the live fish they can find, as welt as fowls, ducks, coats, cows, turtles and : other animal*}. The fish are -ft free in a large lake in the neighboihood of Ringoon, and tbe birds. aDd beasts are turned loose in toe jungle.