delivered the opinion of the Court—
By an act of February, 1833, (Sess. Acts, 300,) the Medical Institute, of Louisville, was incorporated for the advancement of medical science, with the right to acquire and hold property and to make by-laws for the advancement of its objects. In April, 1837, it was resolved by a meeting of the citizens of Louisville, held at the Radical M. E. Church, that there ought to be a college with medical and law departments, in the city of Louisville; that the square bounded by Eighth, Ninth, Chestnut, and Magazine streets, is approved for the location of a college; that it is sufficiently large for the buildings of a college proper, and also of the medical and law departments; that the mayor and council would act in accordance with public sentiment in Louisville, by donating said square for said college buildings; that the establishment of a college, with medical and law departments, would be alike beneficial and advantageous to all the citizens of Louisville, in proportion to their property and business, and ought to be a general charge upon all; that it is highly expedient and proper that the medical department of said college be established and put into immediate operation, with a sufficient endowment on the part of the city of Louisville to afford all the facilities for instruction in medical sci*660ence which any college in the United States affords ; and that it be recommended to the mayor and council to donate said square as above, to cause the proper ^buildings for the medical department to be erected thereon, and to provide a suitable library and apparatus for its use, at the expense of the city; and that said medical department be placed under the control and management of the trustees of the Medical Institute of Louisville.
In pursuance of these resolutions, and under an express reference to them, the mayor and council resolved to donate or appropriate the designated square, for the purpose of a college, and to erect buildings thereon, and provide a library and apparatus for the medical department. And, on the 21st day of November, 1837, a deed was executed under their authority, by which the said square was conveyed to the Medical Institute of Louisville, to hold for the uses and purposes, and upon the terms and conditions stated in the resolutions of the citizens and of the mayor and council. And the city covenanted to erect on said square, within the years 1838 and 1839, buildings for a medical college at a cost not exceeding $30,000. And the president and managers of the institute covenanted that in case a charter should be obtained for a college or university, they would, on request of the city, or of the mayor and council, convey to the trustees of said college or university, the said square and all the improvements thereon, and the library, apparatus, &c., belonging at the time to said establishment.
In pursuance of the covenant in this deed and of the resolutions referred to, suitable buildings were erected on the said square, and a library and apparatus were provided at an aggregate cost to the city of about $50,000. By an act of February, 1840, (Sess. Áctt, 173,) the Medical Institute was authorized, among other things, to confer degrees in medicine, to establish professorships, and to hold the real estate, library and apparatus which it then possessed, under *661the terms and conditions on which it was donated, and such other estate, books, and apparatus* as might be proper for such institute. The right is reserved** to repeal,. alter, or amend the charter, but not to affect the right to the property.
University charter,Under these various proceedings, the medical department was organized and successfully conducted by the Medical Institute, which, after the date of the conveyance from the city, received some small donations of books, commencing in 1838, and not amounting to more than $-, up to 1846. In February, 1846, an act was passed (Sess. Acts, 135) to establish the University of Louisville, to take effect on the 15th day of March, 1846. On the — day of April, 1846, the' mayor and council of the city of Louisville passed resolutions providing for having the square which had been conveyed to the Medical Institute, with the ‘library, apparatus, &c., conveyed to the trustees of the University of Louisville. And on the 24th day fif April, 1846, said conveyance was accordingly made. The Medical Institute, and the Louisville College, of which there are some traces in the Statutes, were thenceforth merged in the university.
The first section of the act to establish this university, appoints eleven persons, by name, as trustees of said university, to have perpetual succession by the name of “the President and Trustees of the University of Louisville,” with power to acquire and hold estate, real and personal, sufficient to yield an annual income of $40,000 ; and the first and second sections confer all other usual powers of such corporations or universities. The thirdsection enacts that thetrustees shall from time to time choose from their own body a president,“who shall hold his office during the pleasure of the board, or such time as fixed by the by-laws, or until-vacated by death, resignation, or removal from the county, or removal by a majority of the trustees and that after the election of a president, the remaining ten trustees shall class themselves into five equal *662classes, the first class to go out of office on the 1st of March, 1848, the second on the 1st of March, 1850, an¿ g0 on_ The mayor and council of the city — a majority of all elected concurring — are to fill the vacancies occurring by lapse of time, by the election of persons to hold the office for ten years, and are to fill vacancies arising otherwise, by an election for the balance of the term, provided that if they shall, from any cause, fail to fill any vacancy for thirty days, the trustees may fill the same. And, provided, that when the office of president shall become vacant, from any cause, the trustees may choose a president, pro tern.., until another trustee shall be elected, after which a president shall be chosen.
The fourth section provides for an annual report of the condition of each department, &c., from the president and trustees to the mayor and council, who shall have the right, at all times, of inquring into the same.
The fifth section provides for the disposition of donations, &c., among the departments, &c., according to the designation made by the donor. And special reference being made to the conveyance of the square above described to the Medical Institute, in accordance with the resolutions passed at the Radical Church, and to the stipulation for a conveyance of said square, with the improvements, library, apparatus, &c., by the said institute, on request of the mayor and council, to any college or university which might be chartered, &c.
The sixth section provides that when such conveyance shall be made to the president and trustees of the university established by that act, the Medical Institute shall cease to exist; provided, that neither the said president and trustees, nor the mayor and council of Louisville, shall ever appropriate the estate, real and personal, thus conveyed, to any other purpose than to the use of the medical department of said university, nor shall the profits, fees, or revenue of any department be diverted from the use of such department.
New charter of Louisville.The seventh section repeals an act of January, 1840, for the benefit of the Louisville College, (Sess. Acts, 57,) and directs the proceeds arising from the sale, whether then or afterwards made, of the seminary lot in Louisville, to be applied by the mayor and council to the erection of buildings for the academic department of the university on the square above described.
The eighth section relates to the continuance or removal of the professors in the institute as professors in the medical department of the university.
The ninth section gives to one class in the academic department a right to attend, free of charge, one course of lectures annually on anatomy, physiology, and chemistry, and to one class in the law department, the right to attend, in like manner, a course of lectures on medical jurisprudence, and enacts that each department shall, if required, receive from the public schools of Louisvile a number of pupils not exceeding six, provided certain conditions are complied with.
Under this charter, and with the property received from the Medical Institute, the university, and especially the medical and law departments, were successfully conducted, and without, so far as appears, any cause of complaint, actual or alleged, in the performance of any of the duties, either expressly or impliedly, devolved upon them or on the corporation. Some additional donations of books, to the value of about $-, were made prior to 1851.
By the first section of the 10th article of an act to charter the city of Louisville, approved March 24,1851 which is not the original, but a new charter of said city, it is enacted that at the first election of city officers under that charter, (which was directed to take place on the first Saturday in April, 1851, and annually thereafter,) there shall be elected by the qualified voters in each ward of the city, two persons qualified as before provided, as trustees of the university and public schools of Louisville, to constitute and be en*664titled “the Board of Trustees of the University and Public Schools of Louisville.” And that within three months after the first election, the trustees from each ward shall be divided by lot into two classes, one to go out of office in one year, and the other in two years, and that each ward shall annually thereafter elect one trustee, to hold office for two years, so that there being eight wards, there would be sixteen trustees, of whom one-half would go out of office every year, with the privilege,however, of re-eligiblity.
The second section of said tenth article vests in said board of trustees, subject to the provisions of this charter, and to the ordinances of the general council of the city, the control and management of the University of Louisville, and of the high school for females, and of the public schools of Louisville, and of the property and funds belonging thereto, &c. And the trustees are required by the third section to make oath or affirmation faithfully to discharge the duties enjoined by this charter and the ordinances of the general council of said city. By the fourth section they may make by-laws, not inconsistent with this charter or the city ordinances. By subsequent sections, various powers are conferred and duties prescribed, which it is not necessary to enumerate; among which is a provision for annual reports, to the general council, of the condition of the university, the high school for females, and the public schools of Louisville, all of which it was the design of this act to unite into one general system of education, under the management of the board of trustees constituted as above stated, and in subordination to the general council. It is made the duty of the first general council elected under the charter to create and appropriate a fund for the erection, establishment, and maintenance of said university and public schools, including buildings for the academical department of the university, and for the high school for females, for which purpose money is to be borrowed, if necessary; and for the maintenance of all these an annual tax *665is authorized and required to be levied : And it is provided that no portion of the property or funds held or raised for the university or public schools of Louisville shall ever be applied to the support of any school or schools not entirely under the control and management of the saidbo&rd of trustees. The last section of the article enacts that said board of trustees and their successors, as herein provided for, shall take and hold possession of all property and funds set apart for the said university and high school and public schools, but that the university square, and all the property of the University of Louisville, shall be held to the uses and purposes set forth in the deed from the city to the Medical Institute, and in accordance with the resolutions passed at the Radical Church.
The point presented for adjudication. -It is, however, provided by the tenth section of the thirteenth article of the charter of Louisville, that before the trustees elected under this charter shall acquire any right to hold and take possession of the University of Louisville, or its medical department, the rights shall be adjudicated and settled by the judge of the Jefferson Circuit Court, on a petition to be filed by the city of Louisville, on which the judge is to decide, according to his opinion with respect to the constitutionality or unconstitutionality of the provisions of this charter in relation to the University of Louisville, or its medical department, subject to the right of appeal to this court.
The board of new trustees was elected in April, 1851; and under the provision just stated, the city of Louisville, in June, 1851, caused a petition to be filed in the Jefferson Circuit Court, in her name, setting forth or referring to the preliminary facts, alleging the constitutional validity of their title under the charter of 1851, and asking that the president and trustees of the University of Louisville be decreed to surrender the said university and medical department to the trustees elected under the new charter. The president and trustees of the university insist upon *666the invalidity of the legislative provisions under which the claim is made, and referring also to the facts corroborative of their own rights, pray to be quieted and confirmed in their claim and title, which was in effect decreed by the Circuit Court. And the city brings the case to this court for a reversal of the decree, and for the establishment of her claim, or of that of the new board of trustees, which she asserts.
Under the general inquiry whether the provisions made in the new charter of Louisville respecting the University of Louisville, are constitutional, two principal questions are presented, viz: 1. Is the original charter of the university entitled to the protection of the constitution either of the State or of the United States, on the ground of being a contract, and as such, withdrawn from the legislative power of the State ? And, 2. If it be such a contract, does the tenth article of the charter of Louisville violate the original charter of the university, in any of those particulars in which as a contract it is placed beyond the reach of legislation by the constitution ?
If the first of these questions be answered in the affirmative, a similar answer to the second is so palpably a matter of course, that it docs not require, and scarcely admits of discussion. The tenth article of the charter of Louisville is in fact a new charter, and if it may not properly be called the charter of a new university, it is certainly the charter of a new corporation. It does not, in terms, abolish or annihilate the pre-existing corporation. But it deprives it of everything that is essential to its continued existence. It takes from it its property conveyed to it by solemn deed in perpetuity. It takes from it the university which, by the first charter, had been committed to its charge and management. It strips it of the faculties, franchises, patronage and privileges, and of all the powers and rights pertaining to it as the visitor, governor and legislator of the university. It deprives it of that source of continued and vigorous succession which the biennial election of one-tenth of *667its members by tbe public authorities of the city promised to supply. And if it leaves to it the power of keeping up a succession by its own act, it deprives it of every other power and of every right and faculty which might constitute a motive for self-perpetuation. If it does «not actually and at once exterminate it, it withdraws from it all the sources of life, and leaves it to perish by inanition.
The new charter contained in the tenth article of the charter of Louisville is not merely an amendment of the original charter: It does not merely change the number of trustees, or the mode of their election, or the term of office, or the manner in which they are to exercise their powers, or to administer their property: It creates a new body of trustees, by a new mode of election and for a new term of office, and it takes from the old trustees and confers upon the new ones all the property, and, practically speaking, all of the rights and powers which, under the original charter, had belonged to the original trustees and their successors; and it places the whole under the direct control of the general council of the city of Louisville.. Under these circumstances, it is unnecessary to institute any detailed comparison between the old and the new charters. The question is not whether the univeraity is more likely to flourish and to dispense the expected benefits to the community under the new than under the old organization; nor whether the plan by which all the schools of the city are to be placed under the same management as the university, with the promises of additional and permanent support from the city, and all to be under the supervision and control of the city councils, constitute such inducements as render the change desirable, and should lead to general acquiescence in it; nor whether such advantages as are secured or promised by the new charter, might not have been as well secured by means of the original corporation, with such enlargement of powers and means as might have been deemed necessary, and would probably have been acceptable. *668These are not judicial questions. The trustees under the original charter professing to act, so far as the university is concerned, for the interests of education, and of those for whose benefit, as the future recipients of education, the university was established, protest against the changes effected by the new charter, not merely on the ground of expediency, but on the ground of right — of right founded on contract and made inviolable by the constitutions of the State and of the United States, but which, if this new charter takes effect, is not only impaired but absolutely destroyed. They claim protection especially under that clause of the constitution of the United States which declares that no State shall pass any law impairing the obligation of contracts. Andas it is manifest, as already shown, that the tenth section of the new charter of Louisville abrogates, in substance, the original charter of the University, and vests in anew corporation the rights and powers and property of the old one, the real question in the case is, whether the rights and powers and property conferred upon the original corporation, or acquired under its charter, do stand upon the basis of contract, and are protected by the constitution from impairment by legislative act against its own consent, or whether they are held merely by sufferance, and are dependent upon the legislative will for their continuance.
1. The President and Trustees of the University of Louisville, as originally incorporated, constituted in law a person capable of receiving any grant of real or personal property which might be made to it, for the purposes for which it was incorpo rated ; especially such as it was authorized to receive.*668That the trustees of the university, as originally incorporated, constituted in law a person capable of receiving any grants of real or personal property which might be made to it for the' purposes for which it was incorporated, and that it was especially capable of receiving the donation intended for it by the city of Louisville, the conveyance of which to this corporation is sanctioned by legislative authority in the charter itself, has not been and cannot be denied. But it is contended that although the corporation had a right to receive, and the city to make this donation, and although it was in fact made and accepted by solemn deed, and although this corporation, by its charter *669and by the terms of the donation, was bound, and in fact undertook to administer the donation and all of its powers and duties for the purposes and in the manner prescribed by the charter, yet the donation may, by the co-operation of the city as donor, and the Legislature of the State as sovereign, or as grantor of the charter, be taken from this corporation during its existence and given to another, or that the same end may bev accomplished, by repealing or exterminating the first corporation, and re-disposing of the property which, by its extinction, might revert to the grantors.
2. The Legislature have not an unrestrained power of legislation over charters granted to corporations for educational purposes, though a part of the funds be granted by a city or local public.The foregoing is a statement- of the effect rather than the terms of the proposition maintained on the part of-the city, and it is maintained upon the ground that the university from the beginning was and is a public and not a private corporation, and that being a public corporation, it derives no protection from the clause of the constitution which has been referred to, but is subject to repeal or modification, at the legislative discretion. This argument, it will be perceived, does not require the consent or co-operation of Louisville to authorize the destruction of this corporation or the divestiture of its property by legislative act. And if the grounds of this argument be true, not only.the existence and rights of the corporation, but the property which had been given to it by the city of Louisville, and the purposes to which it should be appropriated, are subject to the Legislative will and discretion, without the necessity of any consent or co-operation ón the part of Louisville, or of the corporation to which the gift was made. The fundamental proposition on which this argument is based, is found in the opinion delivered by Chief Justice Marshall, in the case of the Dartmuoth College vs. Woodward, 4 Wheaton, 629-30, containing the following comprehensive proposition, now quoted and relied on as the true American rule for distinguishing a public from a private corporation : “If (says the Chief Justice) the act of incorporation be a grant of political power, if it create a civil institution to be *670employed in the administration of the government, or if the funds of the college be public property, or if -(¿g State of New Hampshire as a government be alone interested in its transactions, the subject is one in which the Legislature of the State may act according to its own judgment, unrestrained by any limitation of its power imposed by the Constitution of the United States.”
In applying this proposition to the present case, it is contended that the University of Louisville, as first chartered, was a civil institution, created to be employed in the administration of the government, and that its funds were public property; and it is argued that coming thus within two of the conditions laid down in the proposition relied on, it is also embraced within the conclusion which declares all such corporations to be subject to the legislative power of the State, unrestrained by the constitution of the United States. If, according to the real meaning of the proposition relied on, the premises on which this conclusion rests were established, it cannot be denied that on the authority of the same proposition, the conclusion itself would also be established. But in proportion to the weight of authority conceded to the proposition itself, so is the necessity, that in giving effect to it, its terms should be fairly interpreted and its principles properly applied.
The fact that the conclusion announced in the proposition quoted, subjects to the unrestrained legislation of the States, the corporations therein described, and thus withholds from them the protection which, as the case referred to decides, the constitution affords to other corporations, renders the true ground of discrimination of the utmost importance ; and even if it were shown that according to an interpretation which might be given to the proposition relied on, the University of Louisville might be brought within the class of corporations excluded from constitutional protection, the importance of the subject, no less than justice to the judge and the *671court, on the authority of whose judgment the rule of discrimination rests, demands that the rule should be understood and applied in the sense in which those having authority to establish it used the terms in which it is announced, and intended them to be understood by others. It is in this sense, and in this alone, that the language used is to be regarded as expressing the rule intended to be announced or established. ■ And in ascertaining this sense, not only the words of the proposition intended to convey the rule, but, if necessary, the context, the subj ect matter, the effects and consequences of any proposed interpretation, and all other legitimate sources of exposition may be resorted to, and should be exhausted, rather than to adopt a construction involving either obvious anomaly or injustice.
3. The city corporation of Louisville, tho’ itself a civil institution, created and employed, to some extent, as an instrument of the government, is yet not the government, and may acquire corporate rights which the government may not control.— Such was the right to the property conveyed by the city, through the Medical Institute, to the University. Though public property in regard to Louisville, it was not so in regard to the State.In view of these sources of exposition, from the language itself in which the proposition in question is expressed, from the nature and terms of the several conditions therein stated, and of the conclusion applied to them, and from a more extended view of the general principles and scope of the opinion, as an entire and consistent exhibition of thought and reasoning, we are satisfied .that in speaking of the government and the public, in the sentence quoted, it was not intended to refer to whatever might, in any sense be termed a government or a public, but that the reference was to that government which could or did create the corporation, and to that public which it represents; in a word, to the government and public of the State whose power was the subject of consideration; and not to any subordinate community or local public within the State. Indeed, the several descriptions or conditions of the corporations which, according to the proposition, are subject to the legislative discretion, though somewhat variant in the circumstances mentioned in each, seem each to present and to be founded on the one general idea, that the corporation referred to is the mere instrument or agent of the government, through which it exer*672cises some of its political or administrative powers and functions, or manages for its own purposes the public property of the State, or conducts transactions in which the State alone is interested. A very little reflection will suffice to show that any corporation coming within either of the conditions mentioned in the proposition must so far be the agent or instrument of the government, and should therefore, in reason and propriety, be to the same extent subject to be controlled and changed by it. Hence it might be assumed that the Chief Justice intended to assert the existence of an unrestrained legislative power, with respect to such corporations only as may be characterized as the agents or instruments of the government. Various passages confirming this assumption might be quoted from the opinion. In one of these it is expressly said, that the right to change these corporations “is not founded on their being incorporated, but on their being the instruments of government created for its purposesand in others the officers of such corporations are regarded as officers of government.
The two other opinions delivered in the case, and which concur in the general conclusions stated by the Chief Justice, certainly do not enlarge the class of corporations declared by him to be subject to the legislative discretion, nor place their subjection upon any new or different principle. Nor do we perceive that there is any essential difference between the three opinions with respect either to the nature of the corporations declared not to be protected by the constitution, or to the extent of the legislative power over them.
The opinion of the Chief Justice does not, like the others, take up the division of corporations into such as are public and such as are private, and of course does not discuss, with reference to this classification, the question of constitutional protection or legislative power. Without giving any general name to the corporations declared to be unprotected, that *673opinion merely states the circumstances or qualities, the existence of which, in a corporation would subject it to the legislative discretion, and on the ground, as we have seen, that such corporation is thereby proved or caused to be the agent or instrument of the government, created for its purposes. If it cannot be certainly assumed that no other corporation was intended tobe embraced, but such as is fully described by the qualities or circumstances enumerated, and such therefore as is wholly and merely the instrument or agent of the government, the assumption that any other was contemplated is even less probable. The enumeration or description was mainly introduced, as is manifest from the preceding context, to illustrate a limited construction of the constitutional clause, which would leave the States free to control or alter such corporations as are created for the purposes and as the instruments of internal government. It was not essential to this object nor to any purpose of the argument in that opinion that any question should be stated or discrimination made with respect to the rights or interests of corporations of a mixed character, or of such as being to a certain extent or principally the instruments of government created for its purposes, are yet authorized to act in some i’espect in a different character, and may acquire or dispose of property or valuable rights, not as mere agents of the government and for its uses, but in a distinct and separate right, and for the benefit of the corporation or its corporators.
Of this latter description are municipal corporations referred to in the opinions of Judges Washington and Story, as examples of public corporations: the latter judge saying that they are generally regarded as public, and in many respects are so, although they involve some private interests; which interests he considers as being excepted from the legislative power. In making this exception, Judge Washington substantially concurs, and both of these judges refer to the case of Terret &c. vs. Taylor, 9 *674Cranch, 52, in which this limitation upon the legislative power, over even public corporations, is expressly declared in the only opinion delivered, and which must have had the concurrence of a majority of the court, and presumably of the Chief Justice himself. The effect of this exception is to admit that a municipal corporation may be capacitated to acquire property by its own means and for its own purposes, or for those of the corporators, and that the legislature cannot, in the exercise of its power over the corporation, divert such property from the uses of those at whose expense and for whose use it was purchased. The silence of the Chief Justice under the circumstances stated furnishes no ground for inferring his disagreement to a proposition so obviously just, the special notice of which was not necessary in the view of the subject presented by him, and his assent to which, as evidenced by his silence in the case of Terret &c. vs. Taylor, must be presumed to have continued. It is in effect conceded by the counsel in this case, that the limitation of the legislative power, as expressed by Judge Story, has been generally received and quoted as the true rule upon the subject; which we attribute to the fact that the proposition containing it is considered more comprehensive and explicit, and therefore deemed more practically useful, than the proposition announced by the Chief Justice. When a corporation is the mere instrument of government its franchises belong to the government. And we take the limitation referred to, with respect to the property of a municipal corporation, as standing at least upon the authority of Terret vs. Taylor, again recognized by three of the judges in the Dartmouth College case, and contradicted by none of the five who concurred in the principal judgment.
If, as reason and observation prove, and as the authorities referred to assume, a municipal corporation may acquire property which does not thereby belong to the State, and may appropriate it to uses which *675the State cannot defeat or control, it is not, in such acts of acquisiton and appropriation, the mere instrument or agent of the government representing and acting for it, and these acts, though done under the authority of law, cannot be regarded as acts of the State or its government, or as a part of its administration, nor can they of themselves impart that character to the object of the appropriation, nor subject it to a legislative power which did not attach either to the object of the appropriation or to the property itself before it was thus appropriated: but such property, so far as the State is concerned, has all the attributes and is entitled to all the protection of private property.
4- The act of the State in ere - at'mg a eorporafo^purposes^of education, was sumption by the State of the duty of education asmadethccorincorporation 0T«r which the Legislature had unrestrained ^7“ of .le£is"Then the city of Louisville, though itself a civil . ..... Ti, i , mstitution created to be employed to some extent as an instrument of the government, was not and is not the government itself, but a distinct though subordinate being; and although, as a public corporation, it holds its existence and its peculiar forms and facul- * ties at the will of the government of which it is an instrument, or in some sense a part, it is not so identitled with it that all its acts and acquisitions must -i-i.i necessarily be ascribed to the government, or enure to its benefit, either in point of interest or of power. Louisville might hold property for herself and her corporators, she might contract with individuals or other corporations with respect to her peculiar interests, and might certainly contract with the State; and even if abolished as a corporation, the State would not thereby become the beneficial proprietor of her rights of property or contract, but these would remain subject to the uses for which she had lawfully acquired or appropriated them. That the property given by the city, through the Medical Institute or otherwise, to the university, was the property of Louisville and not of the State, is, we think, unquestionable. If, while it belonged to Louisville, it might with reference to the local community be deemed public property, it was not public with reference to *676the State. When the ownership of Louisville ceased, it was no longer public in the local sense referred to. And if the ownership and disposition of it by Louisville were not otherwise legal and valid, they were certainly so by the express authority and sanction of the legislature. Then why do not the same circumstances, which, if an individual instead of the city of Louisville had been the donor, would have given to the charter the character and stability of a contract protected by the constitution against legislative interference, also give to the actual charter and donation of Louisville the same character and the same inviolability? The property conveyed did not become public property and subject to the will of the State by being conveyed to the university, unless that institution was itself a mere instrument and agent of the State, and a public corporation. And it being certain that neither the fact of its being incorporated by the State, nor the fact that it was incorporated for the accomplishment of objects of general or public interest, made it a public corporation, subject as such to the public will and judgment; the question still recurs, why must this institution, founded and maintained by means not derived from the State, and in which the State had no other interest and apparently no other control than in any and all other incorporated institutions, be regarded as a public corporation, and in virtue of that name and character be debarred from the protection which the constitution affords to private corporations ? Is it because it was incorporated and endowed with the special view of promoting education?
5. The charter through which the university received property from the city corporation contains no condition authorizing the city, in any event, to resume ita control over the donation, or transfer it.It is said that the promotion of education is a proper object and duty of government, as well as of individuals ; and it is argued that the university, having been incorporated and endowed for the promotion of education and in performance or pursuance of this duty, was an institution created for the purposes of government and to be employed in its administration; and it is contended that on this ground *677the corporation was properly subject, under the rule before considered, to the unrestrained power of the State, or at least to the joint and co-operative will of the State and the city of Louisville. But here again we must discriminate between the State which created and the city, which, with its own property, endowed this corporation. The single act of incorporating the university was not such an assumption by the government of the duty of education as made the corporation its instrument or agent for the performance of that governmental duty. It was only the creation of an instrument to be adopted and employed by others for the purpose of promoting education. And no other power resulted to the State from the nature of the obj ect to be accomplished, than such as results in other cases in which a corporation, created for purposes of general interest is furnished by the State with powers and capacities, and subjected to contingent duties, but for the means of exercising its powers and performing its duties is left wholly dependent upon contributions of money or property to be made by others, either gratuitously or with a view to a profitable return. Did the city of Louisville then, by endowing this corporation, or by any influence which her wishes or her promise of an endowment might have had in procuring or in shaping its charter, acquire any power over the corporation which the charter did not give ? On the contrary, did she not, by making the gift to the corporation, whether in pursuance of a previous engagement or not, subject to the charter not only the property given but her own will with respect to it? It seems impossible that by this act done under the authority of the charter, and by which Louisville approved and bound herself to and by it, she should acquire a legitimate power over it. Whtaever influence she may have had in procuring its enactment it was the will of the Legislature and not her will which gave to it the force of a law. And as it was enacted by the will of a superior, to which she was herself sub*678ject, and whose will she had no original power to thwart or set aside, it follows that so far from her being able to communicate to the Legislature any new power over the charter or the corporation, there was no other possible source but the will of the Legislature from which she could herself have derived such a power. In the original charter therefore, and such amendments as the Legislature might lawfully make, she must find at once the grant and the limit of her entire power on the subject.
6. If property be received under a charter granted, there is thenceforth a right derived through contract, which is protected by the constitution; and the donor has no more power over his gift than a third person, (except the right to the reversion if the corporation become extinct,) nor any control over the fund.The charter does give to the city, through an elec-' tion by her municipal council, the power of filling vacancies as they may occur in the body of incorporated trustees. But this power, which may secure to her some gradual influence in determining the action of the corporation, was intended as a means of perpetuating and not of destroying it, as a privilege to be exercised under the charter, and not to place her above it; and the succession may be kept up by the corporation itself, even if the city should fail or unreasonably delay to act. Other means of influence may have been expected, and have probably been found by Louisville in her wealth and numerous population, and in the locality of the university and its trustees within her limits, which could not fail to insure a due consideration of her interests so far as they might be involved in the acts of the corporation! But be this as it may, she gave her property to the corporation precisely as it was, and chose it in the shape in which it was created by the Legislature as the permanent, the perpetual instrument for appropriating that property, not for her own exclusive benefit, but to the purposes and in the manner indicated by the terms of her gift and of the charter, in which both her will and her power, with respect to its disposition, were merged and exhausted. The charter confers upon the city of Louisville no legislative power whatever. It gives no right to revoke her gift, no power to effect in any manner either the charter or the corporation, unless it be by the occa*679sional election of a trustee to fill a vacancy. Her legal relation to the corporation as originally created was in no respect different from that of an ordinary or individual donor, having power by the charter to fill vacancies as they might occur. If she had regarded her donation as justly entitling her to a more direct power in the corporation or to any power over the charter, she should have bargained for it in the charter, and before her gift was made. The charter in fact contains the conditions and trusts upon which all donations to the corporation are to be made. It is a part of the contract of donation between the donor and the corporation. And the law which binds the individual donor by all the terms of this contract, applies with equal force and with the same effect to the municipal corporation which assumes the position of a donor. It was just as incompetent for such a donor as for any other either to revoke a donation actually made, or to impose new terms or duties upon the donee. If Louisville -h'ad made a valid conveyance to individuals for the purposes of education, or if she had made a valid gift to any preexisting corporation for similar purposes, or if her conveyance to the Medical Institute had reserved no future control over the property, it would have been seen at once that neither her character as a municipal corporation, nor her assumption of the duty of education gave her any peculiar right or privilege over either the donee or the donation. And if the Legislature acted upon her request, or yielded to her dictation in chartering the university, this circumstance, while it tends to prove that the charter waa precisely what she then desired it to be, does not prove that it was intended exclusively for the promotion of her interests, and furnishes no plausible ground for implying that it was afterwards to be altered according to her future judgment or caprice. With those who determined on the donation to it, the fixedness of its form and the promised perpetuity of its existence must have had influence, or why did *680they ask for this charter, or make the gift under it ? So far then was the State from being under obligation to revoke or alter the charter in conformity with the fluctuating will or judgment of Louisville, it was rather under obligation to the donors to maintain the corporation in that form in which the donation had been invited and actually made. It is conceded, however, that if the State alone on the one side and the city of Louisville alone on the other, were parties to and interested in, the obligations arising from the charter and the donation, they might mutually release or modify these obligations as they might think proper. But the corporation itself created by the charter to receive donations and to appropriate them to purposes of general as well as of local interest, was a party both to the donation and to the grant of the corporate franchise, each of which was consummated by acceptance. And even if the mere acceptance of the franchise, which, if there be no property or other object of value involved, might impose only a contingent duty, did not bind the faith of the State to its continuance, the making and acceptance of a substantial donation, whereby property became involved in the charter, and actual and immediate duties were imposed upon the corporation and assumed ,by it, must, unless the corporation be of such a character and bear such relation to the State, as that a donation to it is in effect a donation to the State, have imposed upon the State an obligation to continue the corporation with the capacities which enabled it to receive the gift, and to assume the correlative responsibilities and to perform the corresponding duties. The charter promises this continuance not only to donors who give upon its invitation, but to the corporation itself which is made the instrument of inviting and receiving the gift. And as the donation makes the promise binding in favor of the donor, so the assumption and performance of the consequent duties on the part of the incorporated donee, is a sufficient consideration to make the promise obliga*681tory in its favor. And although the corporation as an artificial being may have no interest or merit which should raise this obligation in its behalf, it is to be recollected that it is the chosen trustee both of the State and of the donors for accomplishing all the objects of the charter, and the peculiar representative of all who are to receive the benefit of,its faithful execution. Clothed with these interests, whose importance, as admitted by all, and as attested by the charter and by the endowment, deserves the highest consideration, it is not only a capable but a meritorious party to the contract by which its rights and duties are defined and protected.
7. A corporation is not a public corporation, in regard to which the State may legislate at pleasure, unless it be invested with political power; or created to be employed and partake in the a d m inistration of the government; or to control funds belonging to the State; or to conduct business in which the State alone is interested; or unless it be the mere instrument of the State, created for government purposes.It is clearly settled in the case of the Dartmouth College vs. Woodward, supra, that when individuals make a donation for charitable purposes to a corporation created at their instance to receive and administer it, there is a contract for the substantial maintenance of the charter, to which the constitutional protection applies with full force. Some of the judges seem to have considered that such a contract arises between the government and the corporation by the mere acceptance of the charter, irrespective of any endowment. But if there be an endowment, the opinion is clearly expressed by the Chief Justice, and concurred in by a majority of the court, that there is a contract to which the donors, the government and the corporation, (that is, the trustees,) are the original parties. It is also expressly laid down in the same case, that where trustees are incorporated to administer a charity, and the endowment is made by individuals, the donors have no longer any interest in the property while the corporation exists, but only a reversionary right in case of its extinction; and that the present rights of property are vested in the trustees, who, under the charter, represent the donors as well as the objects of the charity, and may vindicate against wrongful assault both the property and the franchises of the corporation ; while the donors as such have no present right *682in the matter, unless it be that of appealing to the courts to coerce a compliance with the charter. The same doctrine with respect to the rights of the donors and the trustees is found in other cases and in elementary treatises on the subject of corporations. (Angel and Ames on Corporations, 684.)
According to these principles the concurrence of the donors in any legislative act injurious to the corporation and inconsistent with the charter, would be of no avail, not only because they have transferred their rights and vested their powers as donors in the trustees or corporation, but because the incorporated trustees from a third party to the contract which, there being no reservation to that effect, can no more be dissolved or mutually changed than it could have been originally made without their consent. And in the case of the Dartmouth College the consent or dissent of the' donors is not referred to as affecting the question of legislative power. Has this third party then, created by the supreme power in the State for the very purpose of receiving donations from Louisville and others, and of administering them, for accomplishing the important obj ects of the charter, no rights, or are its rights to be disregarded, because Louisville, a municipal corporation subject to the same supreme power, is the principal or only donor ? Can it be true, that the State is under an inviolable obligation to respect the rights and maintain the existence and form of this third party, if it receive donations from individuals only, and that in that case the obligation cannot be released by the donors, not even although every citizen of Louisville should contribute ratably to a donation equal in amount to that which Louisville has given, and yet if Louisville, in her corporate character, be the only donor, there is no such obligation on the part of the State, or none which may not be released by the donor ? If this be so, what becomes of the objects to be effected by the charter, and which constituted the presumed consideration for granting it ? What becomes of the inter*683est of those who were to be benefitted by its fulfillment ? How are they to be represented, and how are they to be secured ? And how is it that a municipal corporation as donor retains or acquires rights which individual donors cannot have, rights inconsistent with the donation; inconsistent with the charter of the donee, and which involve the' destruction of its objects? Or how is it that the State retains such rights if the donor be a municipal corporation, and in that case only ?
If the city of Louisville, or the government of the State, or both, in co-operation, could destroy this corporatio'n to which the property of Louisville was given, or could take the property from the original donee and vest it in a new corporation, and thus in effect abrogate the original charter which constituted the law of the gift as well as of the corporation, we see nothing which can prevent the same power from changing altogether the uses of the property, and diverting it to purposes entirely new. But the State did not possess this unrestrained power over the corporation, because the corporation was not invested with political power, nor created to be employed and partake in the administration of government, nor to control funds belonging to the State, nor to conduct transactions in which the State alone was interested; because in a word it was not the mere instrument or agent of the State, created for its purposes or for purposes of the government, and therefore the State was bound, if not by the mere acceptance of the charter, by the making and acceptance of donations under it. Louisville, on the other hand, did not possess the power, because the charter of the corporation in question considered as a legislative act of the State was beyond her control, because, whatever may have been her power or dignity in" other respects, her dealings with others in the way of contract and in the acquisition or alienation of property, were subj ect to the general law which regulated the similar transactions of individuals, and by that law *684her lawful contracts were binding upon her, and her lawful alienations of her property as obligatory and as irrevocable as if made by an individual. Her donation being therefore irrevocable, and its conditioñs and considerations as expressed in the charter, being as much a part of the contract of donation as if it had been written out in the deed, the charter was obligatory upon her as a part of her contract with her donee, and was on this ground also beyond her separate control.
And although it be said, that in making the donation the trustees of the university, Louisville made that corporation the instrument of dispensing her bounty or her charity, yet as the charter was the only authoritative law of its being and action, in adopting the corporation as her instrument she adopted the charter as expressing her permanent will with respect to it. It was then her instrument in no other sense than it would have been the instrument of an individual donor; since each would be equally bound by the charter, and equally powerless to make or unmake the corporation; and each would be under the same obligation to permit the donee to perform its prescribed duties, and each equally precluded from imposing a new condition or requiring a new consideration for the gift. Nor do we perceive that this equality of condition, of rights and obligations, is at all effected by assuming that the donation of Louisville Avas an assumption thus far of the duty of promoting education, and that the university was incorporated in order that she might, by her proposed donation or endowment, make it an instrument for that purpose. If this be so, the case was precisely the same with respect to the charter and endowment of Dartmouth College, with the single difference that in that case the instrument was furnished to individuals and endowed by them, and in this case it is furnished to a municipal corporation, by which it is endowed. The fact still remains that the instrument was created not by the municipal corporation whose purpose, as well *685as those of the larger public, it was to subserve, but by the legislative power of the State, which gave to it the stability and authority of a law, and that it was not made an instrument according to the varying pleasure of the municipal corporation which endowed it, but only in the form and to the extent prescribed by the law which created it. It was only under the charter and in accordance with its provisions, thatthe incorporated trustees of the university assumed the character and duties which made that corporation an instrument for the purposes of Louisville, and of any other donor, and it was an instrument for those purposes so far only as they were provided for in the charter. Nor are those purposes of a character so exclusively local as to authorize the inference, on that ground, that the corporation either was or should have been created as the mere instrument for the performance of the municipal duties of Louisville, or that it either was or should have been subjected to her will further than is done by the charter.
It seems to us, therefore, under every aspect in which we have been able to consider this case, that the trustees of the University of Louisville, as originally incorporated, are entitled to occupy the same impregnable position as parties to a contract, which was conceded to the trustees of Dartmouth College, •and that their rights under the original charter are equally protected by the constitution. There is, in our opinion, nothing in the character or the rights of Louisville, as a municipal corporation, and as the founder or endower of the university, nothing in the manner in which its charter was obtained, or in its objects or the purposes for which it was enacted, nothing in the relation of the trustees of the university as a corporation, either to the city of Louisville or to the State of Kentucky, which should prevent them from having the full benefit of the obligations which the circumstances plainly indicate. These circumstances, and the reciprocal obligations flowing from them, need not be recapitulated. They present *686all the essential elements of a contract: competent parties, mutual and sufficient considerations, and reciprocal acts and obligations, privileges granted in perpetuity, with corresponding duties, property conveyed in faith of this grant, and the correlative duties undertaken and partially performed, in consideration of the privileges and of the property. And we conclude this general view of the subject by saying, in the language of the Chief Justice, in the Dartmouth College case, (4 Wheaton, 643-4) : “This is plainly a contract to which the donors, the trustees and the State (in that case the crown) were the original parties. It is a contract made on a valuable consideration. It is a contractfor the security and disposition of property. It is a contract, on the faith of which real and personal estate has been conveyed to the corporation. It is, then, a contract within the' letter of the constitution, and within its spirit, also; unless,” &c. We omit the condition because, upon grave consideration, it was held not to create an exception, taking the case out of the prohibition contained in the constitution. It is suggested by the counsel for the original trustees that the State and the trustees or corporation are alone parties to this contract, and that it is a novelty, presented for the first time in the case of the Dartmouth College vs. Woodward, to regard the donors as parties. But there is certainly a contract between the donors and the do-nee. And as the donors parted with their property under the inducements of the charter promising a continuance of the corporation, the faith of the State was pledged to them, and there seems to be ground for assuming that there was a contract between them and the State, of which the terms are evidenced by the charter. Whether by the donation the entire benefit of this obligation on the part of the State vests in the donee, so that the State would be under no remaining obligation to the donors, might become a material question if the corporation were to procure or assent to a legislative act purporting to divert *687the donation from its original purposes. In any view,, .of the case, however, such an act would,if effectual, impair the obligation of the contract between the donor and the donee, and would derive no force from the consent of the donee, though there were no subsisting contract between the donors and the State ; and for the same reason the consent of the donor would give no validity to a legislative act inconsistent with his obligations to the donee growing out of the contract of donation, though there were no contract between the State and the donee. But denying the form or changing the description of the contract as stated in the quotation just made, which in terms refers to the original parties, it would at least seem to be just that the donors should have a right to insist that as long as their donation is retained, it shall not, even under the authority of the State, be diverted from the uses stipulated in the charter, and that this right should be transmissible, as incident to the reversionary interest, and to the contract of donation. In applying to the solution of the question presented in this case, the principles settled with respect to the charter of the Dartmouth College, and other similar corporations endowed by individual donors, we have not departed from what we regard as the true intent and meaning of the proposition insisted on as presenting the just and authoritative rule for discriminating between public and private corporations; unless it be in assuming that a public municipal corporation may acquire property which, with respect to the State and its legislative power, is private, and entitled to the immunity of individual property. And this assumption, as we think, is not inconsistent with the proposition itself, nor excluded by it. Nor is our conclusion that this charter is, in its essential features, inviolable without the consent of the corporation established by it, inconsistent with the relation between the State and the city of Louisville as a municipal corporation. We have already seen that that relation did not make the property of Louisville the property of *688the State, nor subject it or its uses to the unrestrained power of the State. And it remains only to add, on this subject, that although the city council of Louisville is authorized to fill vacancies occurring in the body of trustees of the university, yet as the incorporation of the university may keep up its own organization, it is not dependent for its perpetuity, or for any, of its faculties or capacities, upon the exercise of this function by the city. Doubtless the prosperity of the university is intimately connected with that of the city of Louisville, and perhaps dependent upon it. But neither its legal character nor its rights are, and perhaps even its prosperity and usefulness may not be dependent upon the continued existence of the corporation of Louisville, and certainly they are not dependent upon the continued identity of its forms of action. The inviolability of the charter of the university does not involve the immutability even of that organ of the city government which is to fill vacancies in the body of trustees. Any probable or conceivable change in the constitution of that organ, could have no substantial effect upon the charter or the rights of the university, and could but incidentally and remotely, if at all, affect the acts or character of the corporation. And if it did more, it could at most only raise the question whether the city had not lost the right by being deprived of the organ through which it was to be exercised. The loss of this right by a change in the charter of the city, would, like her failure to exercise it, only confine it to the corporation of the university, and there being a provision for her failure, whether voluntary or by negligence, and however long continued, we suppose, then, a deprivation of the right by a change of the city charter could not be regarded as a violation of the charter of the university. But we need not speculate upon cases which are scarcely within the range of possibility. The question here is not upon the power of the Legislature over the corporation of Louisville, or upon the indirect consequences on the charter or cor*689poration of the- university of any actual exercise of that power; but upon the validity of an act which takes away the property that had been given to the original trustees, arid vests it in a new and different corporation, or of an act which,- if there be any thread of continuity by which the original corporation can be regarded as identified with the new one, changes its constitution and organization in every, essential particular. It may not be a fair topic of argument, but it is certainly one of commendation, that the Legislature has required that before the original trustees shall be deprived of the property which had been vested in them by valid gift and conveyance, the validity of the act which purports to authorize the transfer, shall be formally presented as a judicial question, and decided by the regularly constituted judicial tribunals of the State.
After the decision of the case of the Dartmouth College vs. Woodward, and of other cases with respect to charitable corporations in which that decision ha$ been followed by the courts of different-States,, this would not have been a serious question but for the circumstance that the university was chartered-at the request of the city of Louisville, and to'receive as its principal endowment the donation which was afterwards made by that city. To this circumstance, and to the arguments founded upon it, and the inferenees which it authorizes, wfe have given that earnest consideration which the importance of the-queation demands. The result of our reflections and investigations have been stated, and although they may. disappoint the present: wishes of the city of Louisville or of those who are acting for her, they confirm the objects and wishes of those who procured the charter of the university and made the donation to it. And if they have the effect of marring, the symmetry of the' intended system of education of which the university- under its new organization-was to -constitute the centre, they do it by placing thq rights of Louisville upon the only basis -which cari’secure *690the permanence of any system which she may adopt on the faith of a charter' granted by the State. The legislative power of the State is not dependent upon •the will or the judgment of Louisville ; and the ar- ' gumént which would prove the university to be a public corporation and therefore subject to the unrestricted ■ power of the Legislature, though in its present effects it may gratify her wishes, would in reality réduce her present and future, as well as her former ¡iSviíl' with¡respect to it, to, insignificance. In placing the Charter on the footing of a contract, we at least give.effect to her will as demonstrated by the charter and by her' donation under it. If this is fixing upon if a'Stability which is felt as a restraint, the State itself'is, by the constitution, as well as every individual-w,ho makes a valid contract is .by the law, subject to the same restraint. And if we arrive at our conclusions on 'this- subject by - regarding Louisville, ¿hough'a-municipal corporation, as occupying no ‘highér i gróúnfi than • an' individual; performing the same acts with respect'to the university and its charter, would occupy, this, instead of degrading her or 'subjecting- her interests to those of aii inferior corporation', is'plaéing her on the ground of safety, on the •ground On- which, in her transactions with others, she is placed by the law,- and on which her rights are •secured‘-by the law and the - constitution. What •higher position could she desire or could equal laws concedck to her in her relations with individuals or oorporations, not subject to her will, than to be placed qn a (.footing of equality with citizens subject to the same'laws? That the University was.not subjected to “her mutable will is evidenced by the charter. That Its subjection to the annual will of her-citizens was <rio# déeméd, either by the • Legislature or by the city o'f thát'dáte;-wise or prudent or-advantageous to the interests which-fit was-to subserve, is proved by the charter'and by the donation nnder it;, and it cannot tjidyy bfedhtts: subjected, because.'Its: charter asa law i's.bihding rip¿n the city,; and as ¡a¡ contract is binding *691both upon the city and the State, and cannot be changed by their joint or separate action without the consent of the corporation itself.
If it be material to designate more particularly than has been already done, the character of this corporation, we say it is private because it is not the instrument or agent of the government, created to exercise any of its powers, nor entrusted with its property or with the conduct of its affairs, and because it was endowed with the private property of Louisville and others; and we suppose it is eleemosynary, because it was created and endowed for the promotion of education, and because its endowment, with lots, buildings, library, apparatus, and other necessary accommodations, reduces the cost of instruction to the students generally or enables the institution to educate gratuitously a certain number; and to this extent it is eleemosynary. And although it be true that the donation by Louisville was prompted mainly by a view to her own aggrandizement and that of her citizens, it was still a charity, because it was given upon no other consideration required from the donee, but the promotion of education, which the law characterizes as a charitable object. (See Statute of Charitable Uses, 43 Eliz.; Statute Laws of Ky. page 308.) A gift to a corporation created for charitable purposes the law regards as a charity, and its legal character is not affected by the particular motives which may have induced it or the- incidental advantages which may be derived or expected from it. Whatever may have been the actual motives of the donation, literary and professional education were the objects of the charter. And though the immedi-' ate gain to be expected from the aggregation of professors and students may have stimulated the charity of Louisville, it did not limit the education to be imparted, and could not confine its ultimate benefits to her own citizens or to her own territory.
The material question, however, is, whether this corporation stands upon the stable basis of a contract *692protected by the constitution of the United States, or whether it is a public corporation subject to the unrestrained legislation of the State? We have upon this question subjected it to the tests furnished by the case of the Dartmouth College vs. Woodward, according to our understanding of the principles of that case, though there are other cases more directly favorable to the conclusions which we have adopted. In the case of the University of Maryland vs. Williams, 9 Gill & Johnson, 307, it is said that the officers of public corporations are public officers, and that such corporations are created for political purposes. Other cases to the same effect might be referred to. It is sufficient, however, to say that the principles and conclusions of this opinion are sustained, not only by the two cases just named, but also by that of Norris vs. Trustees of Abingdon Academy, 7 Gill & Johnson, 7; Fuller vs. Plainfield Academy, 6 Conn. Rep. 544; Allen vs. McKean, 1 Sumner; Trustees of New Gloucester vs. Bradbury, 2 Fairfield, 118; and the Inhabitants of Yarmouth vs. Trustees of School Fund in North Yarmouth, (Maine,) reported in the August number of 1853 of the Amrican Law Journal, page 596.
The case of the Alabama University vs. Winston, of which we have only seen a short statement in 1 U. S. Digest, title corporation, seems to have been one in which the State had not only-endowed the corporation which was decided to be public, but actually paid the trustees for attending to its affairs. So far, therefore, is that case from contravening either our own conclusions with respect to the University of Louisville,.or the principles of the case of the Dartmouth College, as we have expounded them, that as the funds of the corporation belonged wholly to the State, ;as it was clearly but an instrument or agent for administering the property of the State in the fulfillment of a duty actually assumed by the State, it was, according to the opinion of Chief Justice Marshall, as understood by us, a public corporation, and subject to the unrestricted power of the State. The Legisla*693ture, upon admitted principles, had full power over the property, and over the organization which it had created for its management in discharge of a governmental duty. We can but refer on this part of the subj ect to a passage of the opinion of the Chief Justice, (4 Wheaton, page 630,) in which, by way of illustrating his idea of the assumption of the duty of education by the government, he describes a corporation created for that purpose, which would, according to the criterion furnished by himself, be subject to the unrestrained power of the Legislature. But that supposed corporation, like the University of Alabama, is widely different from the corporation now sought to be subjected to similar power. The cases cited from the legislation of this State, with respect to county academies, and the property which the State had given to them for the promotion of education, stand substantially on the same ground with the Alabama case, of the State disposing of its own. And as to the corporations and the gifts revoked and changed for the benefit of the University of Louisville, it is enough to say, without detail, that no right or claim of right is asserted in opposition to any of these measures. And they may be presumed to have been adopted vs ith the general consent of all concerned. The university was an object of general interest, and was doubtless deemed of more importance by those concerned than any of the minor institutions whose place or endowments it was to take. We have met with no adjudged case inconsistent with the general positions which we have -advanced; none which establish or intimate a distinction founded on the fact that a municipal corporation is the founder or endower of the charitable corporation, but have referred to several which disregard such a distinction. And whatever reason there might be for subjecting to the will or judgment of the municipality, a corporation created exclusively for municipal purposes, and as a mere instrument for the performance of municipal duties, it applies with but *694little force, if at all, to a corporation created for geni eral as well as local purposes, and certainty cannot justify the implication of a power not provided for in the charter and inconsistent with it.
We are of opinion, therefore, upon the .ground of authority as well as of reason, that the original charter of the University of Louisville creates a private corporation, which is protected by that clause, of the constitution of the United States which prohibits the enactment of laws impairing the obligation of contracts; and that so much of the amended charter of the city of Louisville, of 1851, as relates to the preexisting corporation and charter of the university, and vests or professes to vest in a new corporation or in new trustees the property and privileges of the original corporation, is in violation of that constitutional prohibition, and consequently void.
Wherefore, the judgment is affirmed by the concurrence of a majority of the court. Judge Hise will present his views in a dissenting opinion.
Judge Hire’s dissent.