James Madison Papers

Notes on Charters of Incorporation, [January?] 1786

Notes on Charters of Incorporation

Editorial Note

Neither the time, place, nor exact topic of these notes can be fixed with certainty. JM apparently jotted down the main ideas of two acquaintances, possibly Edmund Randolph and John Marshall, and in all likelihood at the time when a repeal of the act incorporating the Protestant Episcopal church was under consideration by the House of Delegates. If JM made these notes after hearing an informal discussion of the legal points involved, he may have wanted to keep a record of the main points brought forth by two respected lawyers concerning the alleged favoritism of the General Assembly toward the Protestant Episcopal church. John Marshall was not a delegate to the General Assembly at either the 1785 or 1786 sessions, but it seems reasonable to assume that JM valued his ideas on the subject, which arose in January 1786 when an effort was made in the legislature to amend the incorporation act passed at the October 1784 session. JM might have taken the notes for his own reference for the matter was sure to come up again, and did at the next session when the earlier act was repealed (JHDV description begins Journal of the House of Delegates of the Commonwealth of Virginia; Begun and Held at the Capitol, in the City of Williamsburg. Beginning in 1780, the portion after the semicolon reads, Begun and Held in the Town of Richmond. In the County of Henrico. The journal for each session has its own title page and is individually paginated. The edition used is the one in which the journals for 1777–1786 are brought together in two volumes, with each journal published in Richmond in either 1827 or 1828 and often called the “Thomas W. White reprint.” description ends , Oct. 1785, pp. 141, 143; Hening, Statutes description begins William Waller Hening, ed., The Statutes at Large; Being a Collection of All the Laws of Virginia, from the First Session of the Legislature, in the Year 1619 (13 vols.; Richmond and Philadelphia, 1819–23). description ends , XII, 266–67).

[January 1786?]

Mr R

Original policy of corporations


necessity in large Cities from 1. [licen]tiousness1
of Crowded people
2. Commercial Cities where [many?] of different nations


Repeal of Charter never conl   1: collective Charter

rights same as individual patent right

 2. example of Maryld. & Pen[nsylvania]

 3. difference between giving & receiving

 4. Recognition of Chart: by Constn.

 5. comparison of case to Right of Suff[rage]

 6. Tyranical acts of G. B. & Ch […]

 7. suspension of Charter of N. Y. & Mas[s.] by Parliamt.

 8. disfranchisement of […] & […] Gr[…] not precedents because all rig[hts] perhaps then in dissolution

 9. power of parlt. on this head referd. by Blackstone its omnipotence

10. Bank of England Chart: not perpetu[al] lest Parlt. be precluded

11. Cases of River Companies

12. Case of W & M. — as respectg their lan[ds]

13. Assembly may abridg Salary of Judge, but not take away of

14. Bill dissolves corporation. Consequences: 1. Property reverts 2. dbt cannot be paid. 3. Renewal not of itself adequate


Mr Marshall

Has Assembly the power?

 1. Nature of Charter that gives property either in visible things or in Righ[ts] or privileges valuable.

 2. action may be brot vs. & by Corporation

 3. attempt vs individl of Corporation wd be same & wd. alarm

 4. vested Right of any sort cannot be touched.

 5. Laws of incorpn. distinct from general laws & not like them repealable: being compacts between two parties.

 6. examples. 1. case of freehold granted to individual 2. Citizenship granted to Mr. Fa[y]ette2 3 Charter to Rumsey

 7. Irrevocable […] for party [interested in?] corporation

 8. 1. Art. of bill [of] Rights. There are certain rights not alienable. note. people of Norfolk the to[ries?] by […] vs. Corporation […]

 9. Marq. Becca. laws are to be general, & not to affect—to In[di]vidual only such power not being given in[formation?] of power—

10. If sense of people, Legislature may interpose—sense not yet expressed by majority.

Ms (DLC). In JM’s hand, on the verso of his Resolution for Opening Roads to Market Towns, ca. 30 Dec. 1784.

1This and other words or portions of words within brackets are conjectural readings of what appears to be a hasty jotting down of the speaker’s main ideas. Illegible words are noted by an ellipsis.

2This allusion is to the act conferring citizenship on Lafayette, which was offered and passed at the Oct. 1785 session (on 1 Nov. 1785). Thus the notes would have been taken down some time after that legislation was enacted, but presumably before the session ended on 21 Jan. 1786.

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