that capacity.' In this country the general rule is, that corporations may be seised of lands, and hold other property in trust, for purposes not foreign to their institution; and this appears to us more expedient than the ancient strictness of the law in this particular, and more conformable to principle, than the unlimited doctrine asserted by Jeremy. It is said, however, by Mr. Justice Story, in delivering the opinion of the Supreme Court of the United States, in the very important and well-considered case of Vidal et al. v. The Mayor, &c. of Philadelphia et al.,3 that there is no positive objection, in point of law, to a corporation taking property upon a trust not strictly within the scope of the direct purposes of its institution, but collateral to them, nay, for the benefit of a stranger or of another corporation.

In the case, Trustees of Phillips' Acadamy v. King, Ex'r.,* which was an action of debt brought for the recovery of a large legacy, given to an incorporated academy, in trust for the benefit of a theological institution connected with it, but with a separate board of visiters, the above general rule was maintained by the Supreme Court of Massachusetts. Mr. Justice Thatcher, in delivering the opinion of the court, very naturally expresses his surprise, that the question, whether corporations are capable of taking and holding property as trustees, should be one of general inquiry, — since these bodies are the mere creatures of the legislature, which can invest them with powers more or less enlarged, according to its own. good pleasure. "I can only account for the general inquiry,' says he, "by supposing that the oldest corporations were of

1 Green v. Rutherforth, 1 Ves. 468; Mayor of Coventry v. Atty. Gen. 2 Bro. P. C. 235; 2 Ves. 46.

22 Kent. Comm. 226. See First Parish in Sutton v. Cole, 3 Pick. (Mass.) R. 237, 238, 239, 240; M'Girr v. Aaron, 1 Penn. R. 49; Greene v. Dennis, 6 Conn. R. 304.

* 2 Howard (U. S. Sup. Ct.) R. 128. And see authorities above, and McIntyre Poor School v. Zanesville Canal Co. 8 Ohio R. 217.

12 Mass. R. 546.

prescriptive origin, and that immemorial usage did not permit them to take property in trust for third persons; and that, instead of reasoning from the abstract nature of corporations, or the power of the crown or parliament to create new ones, lawyers drew too strict a conclusion, in the nature of a maxim, from those in existence, and applied it as a principle of construction to all of a more modern date, as they were beginning to exercise powers in trust." 1 In the matter of Howe,' where it appeared that one had given a legacy to a church-corporation, in trust, to pay the income to his housekeeper for life, and, after her death, to apply it to the purchase of a church library, the support of a sabbath school in the church, and other church purposes, agreeably to the canons of episcopacy, it was held by the Court of Chancery in New York, that the corporation might well execute the trust. "It is a general rule," says the Chancellor, "that corporations cannot exercise any powers not given to them by their charters or acts of incorporation; and for that reason they cannot act as trustees in relation to any matters in which the corporation has no interest. But wherever property is devised or granted to a corporation, partly for its own use and partly for the use of others, the power of the corporation to take and hold the property for its own use, carries with it, as a necessary incident, the power to execute that part of the trust which relates to others." The supervisors of a county in New York, who were a corporation for certain special purposes, were, on the other hand, held incapable to take and hold lands as trustees for the use of an individual, or of the inhabitants of a village, or, indeed, for any other use or purpose than that of the county which they represented. If the trust be repugnant to or inconsistent with the proper purposes for which the corporation was created, it furnishes a ground why the corporation may

3

Trustees of Phillips' Academy v. King, Ex'r. 12 Mass. R. 553, 554. 21 Paige, (N. Y.) Chan. R. 214.

'Ibid. 214, 215.

* Jackson v. Hartwell, 8 Johns. (N.Y.) R. 422.

not be compellable to execute the trust; but it will furnish no ground to declare the trust itself void, if otherwise unexceptionable. It will simply require a new trustee to be substituted by the proper court, possessing equity jurisdiction, to enforce and perfect the objects of the trust.'

2

$ 4. A grant of lands, &c. may be made to a corporation by the same charter by which it is created; the law giving a priority of operation among things in the same grant, wherever it is necessary to effectuate the objects of the grant. But the mere incorporation of tenants in common, to enable them to carry on more conveniently a common business, does not vest in the corporation a title to land, which had been previously used by the tenants for the same purpose. The title must be conveyed by proper deeds from the individuals to the corporation. That a legislative act, passed with the assent of all interested, is competent to effect the same purpose, cannot be doubted; and in a case, in which it appeared that several tenants in common of a lot of land were, on their petition, incorporated for the purpose of building a public house thereon, and the house was nearly completed, and assessments had been laid and paid by all, the Supreme Court of Maine construed the particular act of incorporation before them, as changing the interest of one of those who joined in procuring the act, and assented to all the subsequent expenditures and proceedings under it, from that of a tenant in common entitled to partition, to that of a mere owner of the corporate stock.*

'Per Mr. Justice Story. Vidal et al. v. Mayor, &c. of Philadelphia et al. 2 Howard (U. S. Sup. Ct.) R. 128. And see Souley v. The Clockmakers' Company, 1 Bro. Chan. R. 81.

22 Ed. 6; Bro. Corp. 89; Case of Sutton's Hospital, 10 Co. 23, 74, b. ; Jackson ex dem. Trustees of the Parish of Newburg v. Nestles, 3 Johns. (N. Y.) R. 115; Dartmouth College v. Woodward, 4 Wheat. R. 690, 691; The People of the State of Vermont v. The Soc. for Propagation of the Gospel in Foreign Parts, 1 Paine, C. C R. 652.

3

3 Leffingwell et al. v. Elliot, 8 Pick. (Mass.) R. 455.

* Bangor House v. Hinkley, 3 Fairf. (Me.) R. 385. And see London

If a religious corporation be incorporated anew, under another name, the legislature, by the new act, may vest the property of the old corporation in the new one.1

But where the minority of a neighborhood, for whose benefit a school-house and land were vested in trustees, formed an association, and procured a charter which vested the property belonging to the association in the corporation, it was held that they could not, by virtue of an article thrown into their charter, appropriate to the corporation lands, &c., which never belonged to the association."

The charter of a corporation sometimes declares "that the lands, tenements, stock, property and estate of the company, is, and shall be held as real estate, and shall descend, &c. as such, when not otherwise disposed of," or more commonly that it shall be held as personal estate, and be transferred, distributed, &c., as such. Usually there is something in such clauses indicating that they are intended to operate only as between the stockholders and not as to third persons or strangers; though it would certainly be competent for the legislature, by a clause in the charter, to change the legal character of the most perishable article, to real estate, or of real estate into personal property, transferable by mere delivery only.

$5. 1. It seems never to have been disputed that corpora

Dock Co. v. Knebell et ux. 2 Moody & Robinson R. 66; see Fox v. Union Academy, 6 Serg. & Watts (Penn.) R. 353, where a doubt is expressed as to the constitutionality of an act, vesting land, conveyed to trustees in trust for an academy, in the corporation afterwards created by incorporating the trustees. In this case, however, it is decided that one who contracts with the corporation to pay for land thus obtained by them, and conveyed to him, there being no adverse claimant for the money, cannot set up such an objection in defence to an action brought by the corporation to recover the agreed price of the land.

Methodist Episcopal Church v. Wood, 5 Ohio R. 283.

The Commonwealth v. Jarrett et al. 7 Serg. & Rawle (Penn.) R. 460; Fox v. Union Academy, 6 Serg. & Watts (Penn.) R. 356.

Cape Sable Company's case, 3 Bland (Md) Ch. R. 670; Binney's case, 2 Bland (Md.) R. 146.

tions aggregate might, like natural persons, take lands, &c. by every species of conveyance by deed known to the law. In grants of lands to these bodies, the word "successors," though usually inserted, is not necessary to convey a fee-simple; for, admitting that such a simple grant be strictly only an estate for life, yet, as the corporation never dies, such estate for life is perpetual, or equivalent to a fee simple, and therefore the law allows it to be one. In this respect, as well as in many others, a corporation aggregate differs from a corporation sole; a grant of lands to the latter without the word "successors" conveying only a life estate.

As the same presumptions are raised in favor of a corporation as of a natural person, its assent to and acceptance of grants and deeds beneficial to it may be implied, as in case of an individual.3 "Suppose," says Mr. Justice Story, in his very full and learned opinion in the case, Bank of the United States v. Dandridge, "a deed poll granting lands to a corporation, can it be necessary to show that there was an acceptance by the corporation by an assent under seal, if it be a corporation at the common law; or by a written vote, if the corporation may signify its assent in that manner? Why may not its occupation and improvement, and the demise of the land by its agents, be justly admitted by implication to establish the fact in favor and for the benefit of the corporation? Why should

12 Black. Comm. 109; 1 Kyd on Corp. 74, 104, 105; Co. Lit. 9, b. 94, b; Butler's and Harg. notes; Union Canal Co. v. Young, 1 Whart. (Penn.) R. 425; Overseers of the Poor of Boston v. Sears, 22 Pick. (Mass.) R. 122.

* See Overseers of the Poor of Boston v. Sears, 22 Pick. (Mass.) R. 122, in which the legal characteristics of the two kinds of corporations are very luminously set forth by Mr. C. J. Shaw.

* Bank of United States v. Dandridge, 12 Wheat. R. 64; Dedham Bank v. Chickering, 3 Pick. (Mass.) R. 335; Charles River Bridge v. Warren Bridge, 7 Pick. (Mass.) R. 344; Union Bank of Maryland v. Ridgely, 1 Har. and Gill, (Md.) R. 324; Apthorp, Treas. v. North, 14 Mass. R. 167; Smith et al. v. Gov. and Co. of Bank of Scotland, 1 Dow, Parl. R. 272; see Chap. VIII.