In a subsequent case, the same distinguished Judge says: "The great object of an incorporation is to bestow the character and properties of individuality on a collective and changing body of men." 1 Blackstone defines a corporation to be a franchise; and each individual of the corporation, he says, is also said to have a franchise, or freedom. The word "franchise," in its most extensive sense, is expressive of great political rights, as the right of being tried by a jury, the right a man may have to an office, and the right of suffrage. It is in this sense that the word is applied by Blackstone, when defining a corporation, and not in the less general and more appropriate sense of the exclusive exercise of some right, or the sole enjoyment of some profit, as the right to wrecks, or the privilege of a fair, or a market. "A corporation," says Mr. Kyd, "is a political person, capable, like a natural person, of enjoying a variety of franchises; it is to a franchise, as the substance to its attribute; it is something to which many attributes belong, but is itself something distinct from those attributes. 12 Franchises, say the Supreme Court of the United States, are special privileges conferred by government on individuals, and which do not belong to the citizens of the country generally by common right; and, in this country, no franchise can be held, which is not derived from the law of the state.3 The words corporation and incorporation are frequently confounded, particularly in the old books. 1 Providence Bank v. Billings, 4 Peters, (U. S.) R. 562. Black. Comm. 37; 1 Kyd, 15. 'Bank of Augusta v. Earle, 13 Peters, (U. S.) R. 519. The distinction between them is, however, obvious; the one is a political institution; the other only the act by which that institution is created. When a corporation is said to be a person, it is understood to be so only in certain respects, and for certain purposes, for it is strictly a political institution. The construction is, that when persons" are mentioned in a statute, corporations are included if they fall within the general reason and design of the statute. They are governed by the existing laws, in force at the time. of its creation, in the same manner as natural persons, except in so far as such laws are modified and changed by its charter. Therefore a corporation has been deemed a person within the meaning of the attachment laws of Alabama.3 The same relation of debtor and creditor, also, subsists, (unless otherwise specially restrained by the charter, or by a statute,) between them, where a corporation is either the one or the other, as between individuals. A corporation, for instance, may, in insolvent circumstances, assign its property to trustees for the benefit of creditors, as well as a natural person.1 1 Generally, it seems, the term will be confined to natural persons, unless from the context, or other parts of the act, it appear that corporations were intended. School Directors v. Carlisle Bank, 8 Watts (Penn.) R. 291. Blair v. Worley, 1 Scam. (Ill.) R. 178. 3 * Com. Bank of Manchester v. Nolan, 7 How. (U. S.) R. 508. Planters &c. Bank v. Andrews, 8 Port. (Alab.) R. 404. 'See State of Maryland v. Bank of Maryland, 6 G. & Johns. (Mary.) R. 305. It is, notwithstanding, specially provided, in the Revised Statutes of some of the States, that "the word person may extend, and be applied to bodies politic and corporate, as well as to individuals." Thus in the general provisions in the Revised Statutes of Massachusetts (ch. 2, s. 6.) Undoubtedly, the language of a statute may indicate that the word "person" was used in a more limited sense. But a corporation being a political institution merely, although, as above explained, it is regarded as a person, yet it has no other capacities than such as are necessary to effect the purposes of its creation. It cannot be deemed a moral agent, subject to moral obligation ; nor can it, like a natural person, be subject to personal suffering. This principle explains many of the incapacities ascribed to a corporation, and without, as Mr. Kyd says, having recourse to the quaint observation, common in the old books, "that it exists merely in idea, and has neither soul nor body." It is reported by Lord Coke, that C. Baron Manwood demonstrated that corporations have no soul by the following curious syllogism: "None can create souls, but God; but a corporation is created by the King; therefore, a corporation can have no soul." On these principles it is that a corporation cannot be guilty of a crime, as treason or felony.2 The immortality of a corporation means only its capacity to take in perpetual succession as long as the corporation exists; so far is it from being literally true that a corporation is immortal, many corporations of recent creation are limited in their duration to a certain number of years. A corporation may be limited, as to duration, in its commencement; and, without limitation, may be dissolved, and consequently cease to exist, for want of members; also by voluntary surrender of franchises, forfeiture by misuser, &c.3 When 10 Co. 32, b.; 1 Kyd, 71. It also explains the whole meaning of the term mystical as used by Ayliffe, in his "Civil Law," in defining a Corpo ration. 3 1 Kyd, 71; 2 Bulst. 233. See 2 Kent, Comm. 215. it is said, therefore, that a corporation is immortal, it must be understood theoretically; and we can understand nothing more than that it may exist for an indefinite duration. The authorities which have been cited, if intended to prove its immortality in any other sense, do not warrant the conclusion drawn from them.1 Upon the application of the epithet invisibility to corporations, which is often met with in the books, Mr. Kyd has afforded the following elucidation: "That a body framed by the policy of man, a body whose parts and members are mortal, should in its own nature be immortal; or that a body, composed of many bulky, visible bodies, should be invisible, in the common acceptation of the word, seems beyond the reach of common understandings. A corporation is as visible a body as an army; for, though the commission or authority be not seen by every one, yet the body, united by that authority, is seen by all but the blind. When, therefore, a corporation is said to be invisible, that expression must be understood of the right in many persons collectively, to act as a corporation, and then it is as visible, in the eye of the law, as any other right whatever, of which natural persons are capable; it is a right of such a nature, that every member, separately considered, has a freehold in it, and all, jointly considered, have an inheritance which may go in succession.' 11 Kyd, 17. The passage, cited from Grotius (b. 3, ch. 9, § 3,) in support of the idea of the immortality of corporations, is so far from justifying the conclusion drawn from it, that it proceeds on the supposition that they may cease to exist. Ibid. 21 Kyd, 15, 16. The same writer denies his adhesion to the phrase intangible as applied to a corporation; and it seems, he says, equally impossible to comprehend why a number of bulky persons may not be touched, as well as be seen. In one sense, however, a corporation is intangible, and that is, if an execution issue against it, there is no corporate body which can be arrested; and although the officer may both perceive and touch the bodies of the individual members, yet he may not take the body of either of them by virtue of the execution against the corporate body. It was held, as long since as the reign of Edward IV. that a corporation could not be imprisoned; and it would be singular if that position should not now be recognized.2 The § 2. OBJECT AND USE OF CORPORATIONS. purpose of endowing companies and societies with the functions, peculiar to a corporation, is alluded to in the definition we have offered of Chief Justice Marshall, of the meaning of a corporation. The purpose is, indeed, at once apparent, when we contemplate an association of natural persons, without such functions. A common union of individuals by simple articles of association, it is obvious, is deficient in the coercive authority which is required to render their rules and regulations obligatory. Should the privileges and immunities of such an association become the subject of controversy, there exists no ability of making any defence; and when the members who compose it are dispersed by death, or otherwise, it has not the power to transfer the privileges Nichols v. Thomas, 4 Mass. R. 232. * Proprietors of Merrimack River, &c., 7 Mass. R. 186. |