3. The great number of the members, of which corporations aggregate usually consist, renders their undoubted right of contracting by vote, in general, extremely inconvenient; and accordingly their usual mode of contracting is through the intervention of agents, duly authorized for that purpose. These are either persons specially appointed and authorized for the occasion, or, as is more common, the general officers and boards, as directors, managers, &c., existing within the corporation, — elected, it is true, by the members, but usually deriving their ordinary powers from the charter or act of incorporation. This instrument frequently prescribes, too, their mode of action; and we need hardly add, that, where this is the case, its injunctions must be rigidly pursued. In modern corporations created by statute, the charter ordinarily contemplates the business of the corporation to be transacted exclusively by a special body or board of directors;' and the acts of such body or board, evidenced by a legal vote, are as completely binding upon the corporation, and as complete authority to their agents, as the most solemn acts done under the corporate seal. If these boards are appointed, and act, in the mode prescribed by the statute creating the corporation, to suppose that they were not the agents of the corporation for any purpose within the range of their duties, because not appointed under the corporate seal, or that their contracts were invalid because not solemnized by it, would be, in the language of the learned Mr. Justice Story, "to suppose, that the common law is superior to the legislative authority; and that the legislature cannot dispense with forms, or confer authorities, which the common law attaches to general corporations." As we pro

' Union Turnpike Company v. Jenkins, 1 Caines (N. Y.) R. 381.

* Fleckner v. U. S. Bank, 8 Wheat. R. 357, 358. And see Andover, &c., Turnpike Corporation v. Hay, 7 Mass. R. 102; Hayden v. Middlesex Turnpike Corporation, 10 Mass. R. 397; Essex Turnpike Corporation v. Collins, 8 Mass. R. 292; Dana v. St. Andrew's Church, 14 Johns. (N. Y.) R. 118 ; Union Bank v. Ridgely, 1 Har. & Gill. (Md.) R. 324; Kennedy v. Baltimore Ins. Co. 3 Har. & Johns. (Md.) R. 367; Garrison v. Combs, 7 J. J. Marsh. (Ken.) R. 85; Savings Bank v. Davis, 8 Conn. R. 191; Legrand v.

pose to treat of corporate agents in the succeeding chapter, we beg leave to refer to that chapter, for the mode in which corporations aggregate of a private nature may contract by agents.'

Indeed, as these bodies have, either by the particular laws of their incorporation, or by the general laws of the land, power to regulate and order their affairs, no rule applicable to all corporations can be laid down, with regard to their mode of contracting. This must differ with their rules and course of doing business; and if they have practically, or upon system, neglected or dispensed with any precautions, which at common law were deemed essential to their security, still, if there is sufficient evidence of a common consent, of a joint and corporate act, they must be considered as liable; especially where individuals, who have trusted to the good faith of the corporation, would be injured and deprived of their remedy, if any other construction of the doings of the corporation was adopted. Though a payment be made irregularly by the president of a corporation, yet when it is justly due, and there is no reason for withholding it, it cannot be recovered back on the ground, that the president had verbal directions only from the directors to make it."

4. The members of a corporation aggregate cannot separately and individually give their consent in such a manner as to oblige themselves as a collective body; for in such case it is not the body that acts; and this is no less the doctrine of the

common, than of the Roman Civil Law. Being lawfully assembled," says Ayliffe, "they represent but one person, and may consequently make contracts, and, by their collective

Hampden Sidney College, 5 Munf. (Va.) R. 324; Stanley v. Hotel Corporation, 13 Maine R. 51; Stoddert v. Port Tobacco Parish, 2 Gill & Johns. (Md.) R. 227; Andrews v. Estes et al. 2 Fairf. (Me.) 267.

1 See Chap. IX.

Hayden et al. v. Middlesex Turnpike Corporation, 10 Mass. R. 401, per Sewall, J.

3 New Orleans Building Co. v. Lawson, 11 Louisiana R. 34.

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consent, oblige themselves thereunto." And though all the members of a corporation covenanted on behalf of it under their private seals, binding themselves and their heirs, that the corporation should do certain acts, it was decided that they were personally bound."

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5. By the common law, and by the Civil Code too, as a corporation aggregate may contract with persons who are not members, so it may contract with persons who are members of it; and the contract is not on this account invalid; a member of a corporation contracting with it being regarded, as to that contract, a stranger. Hence, a vote of the corporation affecting a contract between it and a member cannot bind the member without his assent to it. And though the members of three distinct corporations were the same, yet in The Proprietors of the Canal Bridge v. Gordon, it was held by the Supreme Court of Massachusetts, that contracts between the several corporations were valid and might even be implied from

1 Ayliffe Civil Law, Tit. 35, B. 2, p. 198; 1 Black. Comm. 475; Hayden et al. v. Middlesex Turnpike Corporation, 10 Mass. R. 403, per Sewall, J.; The Proprietors of the Canal Bridge v. Gordon, 1 Pick. (Mass.) R. 304; Hartford Bank v. Hart, 3 Day (Conn.) R. 491; Waterbury v. Clark, 4 Ib. 198; Society of Practical Knowledge v. Abbot, 2 Beavan Ch. R. 559; Ruby v. Abyssinian Soc. 15 Maine R. 306.

* Tileston et al. v. Newell et al. 13 Mass. R. 406; Harris v. The Muskingum Manuf. Co. 4 Blackf. (Ind.) R. 267; Roberts v. Button, 14 Vermont R. 195; Wheelock v. Moulton et al. 15 Vermont R. 521, 522.

3 Aylliffe Civil Law, Tit. 35, B. 2, p. 198; Worcester Turnpike v. Willard, 5 Mass. R. 85, per Parsons, Ch. J.; Gilmore v. Pope, Ib. 491; The President, Managers, and Company of the Berks and Dauphin Turnpike Road v. Myers, 6 Serg. & Rawle (Penn.) R. 12; Gordon v. Preston, 1 Watts (Penn.) R. 385; Central Railroad & Banking Co. of Georgia et al. v. Claghorn et al. 1 Speers (S. C.) Eq. R. 545; Ely v. Sprague et al. 1 Clarke (N. Y.) Ch. R. 351.

Hill v. Manchester Water Works Company, 2 Nev. & M. 82; 5 Barn. & Adol. 866.

› American Bank et al. v. Baker et al. 4 Met. (Mass.) R. 176; Longley v. Longley Stage Co. 23 Maine R. 39.

1 Pick. (Mass.) R. 297.

corporate acts. The banking associations of New York, under the general bank law of 1838, are to be regarded for this purpose as bodies corporate; and hence in a suit at law, by such an association against one of its members for debt, the fact of membership presents no objection to recovery.'

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$ 6. Corporations may be known by several names as well as natural persons; and accordingly the misnomer of a corporation in a grant, obligation, or other written contract, does not prevent a recovery thereon either by or against the corporation in its true name, provided its identity with that intended by the parties to the instrument be averred in pleading, and apparent in proof. Lord Coke notes a just distinction in this particular between writs and grants; "for if," says he, "a writ abates, one might of common right have a new writ; but he cannot of common right have a new bond or a new lease." In illustration and support of the rule above laid down, a special verdict found that the defendant's testator made, sealed, and, as his deed, delivered, a writing obligatory to the plaintiffs, whose true style was, The Mayor and Burgesses of the borough of the lord the king of Lynne Regis, commonly called King's Lynne in the county of Norfolk, by the name of the Mayor and Burgesses of King's Lynne in the county of Norfolk; and judgment was given to the plaintiffs. The learned reporter of the above case, cited, with many others, the case of the Abbot of York, who was incorporated by the name of "The Abbot of the monastery of the blessed Mary of York;" and a bond was made to the abbot by the name, "The Abbot of the monastery of the blessed Mary, without the walls of the City of York." The abbot brought his action of debt by his true name, which implies an averment that the abbey was within York;

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Willoughby v. Comstock, 3 Hill (N. Y.) R. 391; The People v. The Assessors of Watertown, 1 Hill (N. Y.) R. 616; Ely v. Sprague et al. 1 Clarke (N. Y.) Ch. R. 351.

Minot v. Curtis et al. 7 Mass. R. 444, per cur. Ante, Chap. III. § 4. The Case of the Mayor and Burgesses of Lynne Regis. 10 Co. R. 125. The Case of the Mayor and Burgesses of Lynne Regis. 10 Co. R. 123.

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and although the abbey was without the walls, yet because it was in truth within the city of York, the bond and writ were adjudged good by the opinion of the whole Court.' In our own country, this rule has been repeatedly recognized. An action by "The Medway Cotton Manufactory," on a note given to "Richardson, Metcalf, and Co. ;" also one on a bond, by "The New York African Society for Mutual Relief," given to the standing committee of "The New York, &c.," solvendum to the corporation, by its true name, has been supported on demurrer, there being proper averments in the pleadings. With proper averments and proof, recoveries have been had, too, on bonds given to a corporation, with an erroneous omission of the county or addition of the state in which it was located, in the corporate name. In the President, &c. v. Myers, the declaration set forth a covenant with "The President, Managers, and Company of the Berks and Dauphin Turnpike Road," and the instrument produced on trial contained a covenant with "The Berks and Dauphin Turnpike Company." Gibson, J. in delivering the opinion of the Court, said; "In pleading, the style or corporate name must be strictly used; and while the law was, that a corporation could speak only by its seal, the same strictness in the use of the style was also necessary in contracting. But when the courts began to allow these artifi

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'Ib. where see cited, also, the case of the Hospital of Savoy; the case of Eaton College, Dy. R. 150; Case of Dean and Chapter of Carlile; Case of Dean and Canons of Windsor; Case of Merton College in Oxford.

* Medway Cotton Manufactory v. Adams et al. 10 Mass. R. 360. African Society v. Varick, 13 Johns. (N. Y.) R. 38.

Woolwich v. Forrest et al. 1 Penning. (N. J.) R. 115; The Inhabitants of the Township of Middletown, in the County of Monmouth v. McCormick, 2 Penning. (N. J.) R. 500.

'The Inhabitants of the Township of Upper Alloways Creek in the County of Salem v. String, 5 Halst. (N. J.) R. 323.

* 6 Serg. & Rawle (Penn.) R. 12; and see The Culpepper Agricultural and Manufacturing Society v. Digges, 6 Rand. (Va.) R. 165; The Hager's Town Turnpike Road Co. v. Cruger, 15 Harris & Johns. (Md.) R. 122; Pendleton v. Bank of Kentucky, 1 Munroe (Ky.) R. 175; Society, &c. v. Young, 2 New Hamp. R. 310.