and properly conducted, and that the circuit court rightfully dissolved the injunction which had been granted in the cause, September 4, 1888, by the judge of the corporation court of the city of Manchester, and the decree appealed from is without error, and the same is affirmed.

Decree affirmed.

Note. The rule given in this case seems to be the one that now has the weight of authority; but in Betts v. Menard, 1 Breese's Appeal (Ill.), p. 395 (1831), the rule was announced that "persons" would not include "corporations" unless it was absolutely necessary to carry out the objects of incorporation. This rule seems to have been followed in State v. Fertilizer Co., 24 Ohio St. 611 (1874), in interpreting a criminal statute relating to a nuisance. The later Ohio cases seem to have laid down a rule in accordance with the one given above in the Crafford case. See Springfield v. Walker, 42 Ohio St. 543, and Cincinnati Gas Light and Coke Co. v. Avondale, 43 Ohio St. 257.

Some of the earlier cases followed a rule similar to that in Betts v. Menard, supra. See Blair v. Worley, 1 Scam. (Ill.) 178 (1835); School Directors v. Carlisle Bank, 8 Watts (Pa.) 291. And in Fox's Appeal, 112 Pa. St. 337, 14 Am. & Eng. Corp. Cas. 356 (1886), the rule is stated that unless something in the context indicates that "person" shall include "corporation," it will not be so held. In the leading English case, Pharmaceutical Society v. London, etc., Assn., 5 App. Cas. 857, it was allowed that in an act of Parliament, relating to persons, corporations were presumptively included, but that the presumption was not strong, and the context of the act should determine.

Se, particularly, Elliott Corp., § 8; Morawetz Corporations, § 1091; Grant on Corp., p. 4, note 5; 8 Am. & Eng. Ency. of Law, 626 (franchise); 18 Am. & Eng. Ency. of Law 405 (person); Cook Stock and Stockholders, § 700; note 19 Lawyer's Reports Annotated, p. 222, where the cases are classified.

İLLUSTRATIONS.

1. In general.-See Ricker v. Am. L., etc., Co., 140 Mass. 346; Turnbull v. Prentiss Lumber Co., 55 Mich. 387; Billings v. State, 107 Ind. 54; Stewart v. Waterloo Turn Verein, 71 Iowa 226, 60 Am. Rep. 786; Springfield v. Walker, 42 Ohio St. 543; Forrest v. Henry, 33 Minn. 434; Fagan v. Boyle Ice Mach. Co., 65 Tex. 331; Chippeway Valley, etc., R. R. Co. v. Chicago, etc., R. Co., 75 Wis. 224; Union Steamship Co. v. Milburne H. Co., 9 App. Cas. 365; Fox's App., 112 Pa. St. 337, 14 A. & E. Corp. Cas. 356.

2. Attachment laws relating to persons, apply also to private corporations.— See Planters' Bank v. Andrews, 8 Port. (Ala.) 404; Libby v. Hodgdon, 9 N. H. 394; Knox v. Protection Ins. Co., 9 Conn. 430, 25 Am. Dec. 33; Bray v. Wallingford, 20 Conn. 416; Baltimore, etc., R. Co. v. Gallahue, 12 Gratt. (Va.) 655, 65 Am. Dec. 254; Mineral Point R. Co. v. Keep, 22 Ill. 9, 74 Am. D. 124; Bushel v. Com. Ins. Co., 15 Serg. & R. (Pa.) 173; South Carolina R. Co. v. McDonald, 5 Ga. 531; Union Bank v. United States Bank, 4 Humph. (Tenn.) 369; Martin v. Branch Bank, 14 La. 415. But compare McQueen v. Middleton Mfg. Co., 16 Johns. (N. Y.) 5; and Mayor of Baltimore v. Root, 8 Md. 95. In Dollman v. Moore, 70 Miss. 267, 19 L. R. A. 222, it was held that a board of school trustees was not a person within the meaning of attachment laws.

3. Appeals.-Statutes allowing appeals by persons apply to corporations: People v. May, 27 Barb. (N. Y.) 238.

4. Banking.-Statutes prohibiting persons from banking apply to corporations: People v. Utica Ins. Co., 15 Johns. (N. Y.) 358, 8 Am. Dec. 243.

5. Citizens. (a) Corporations are not citizens within the meaning of section 2, article 4 of the Ú. S. constitution, saying, "The citizens of each state shall be entitled to all the privileges and immunities of citizens in the several states." See Paul v. Virginia, 8 Wall. (U. S.) 168; Western Union Tel. Co. v. Mayer, 28 O. S. 521; Norfolk & West. R. Co. v. Pennsylvania, 136 U. S. 114, 10 Sup. Ct. Rep. 958; Pembina Con. Silver Min., etc., Co. v. Pennsylvania, 125 U. S.

181; Railroad v. Barnhill, 91 Tenn. 395, 30 Am. St. 889; Horn S. M. Co. v. New York, 143 U. S. 305; People v. Wemple, 131 N. Y. 64; note to State v. Goodwill in 25 Am. St. Rep. 873; Daggs v. Orient, etc., Co., 136 Mo. 382, 58 Am. St. 638; Commonwealth v. New York, etc., R. Co., 129 Pa. St. 463, 15 Am. St. R. 724. Compare St. Louis Iron M. T. R. Co. v. Paul, 64 Ark. 83, 62 Am. St. R. 154, and note p. 167; 1902, Cook v. Howland, Vt.—, 59 L. R. A. 338.

(b) But corporations are citizens of the state creating them within the meaning of section 2, article 3, of the constitution, that "the judicial power shall extend to all cases between citizens of different states." See 1809, Hope Ins. Co. v. Boardman, 5 Cranch (9 U. S.) 57; 1809, Bank of U. S. v. Deveaux, 5 Cranch (9 U. S.) 61; 1840, Commercial, etc., Bank v. Slocomb, 14 Pet. (U. S.) 60, all of which held that the court "would look beyond the mere legal being, and consider the citizenship of the individuals of whom the company is composed." In 1844, Louisville, etc., R. Co. v. Letson, 2 How. (43 U.S.) 497, 558, the court, after an elaborate review, overruled the former cases and announced the rule above given. The later cases are: 1853, Marshall v. B. & O. R. Co., 16 How. (57 U. S.) 314; 1861, Ohio & Miss. R. Co. v. Wheeler, 1 Black. (66 U. S.) 286; 1865, County of Allegheny v. Cleveland & P. R. Co., 51 Pa. St. 228, 88 Am. D. 579; 1870, Railroad Co. v. Harris, 12 Wall. 65; 1871, Chicago & M. V. R. Co. v. Whitton, 13 Wall. (80 U. S.) 270; 1876, Muller v. Dows, 94 U. S. 444; 1881, C. & W. I. R. Co. v. L., S. & M. S. K. Co., 5 Fed. R. 19; 1882, Memphis, etc., R. Co. v. Alabama, 107 U. S. 581; 1885, Pennsylvania Co. v. St. L., A. & T. R. Co., 118 U. S. 290; 1890, Nashua & L. R. Co. v. Boston & L. R. Co., 136 U. S. 356; 1890, Paul v. B. & O. R. Co., 44 Fed. Rep. 513; 1892, Shaw v. Quincy Mining Co., 145 U. S. 444; 1892, Southern Pac. R. Co. v. Denton, 146 U. S. 202; 1893, In re Hohorst, 150 U. S. 653; 1895, Missouri Pac. R. Co. v. Meek, 69 Fed. Rep. 753, 30 L. R. A. 250; 1896, St. Louis & San Francisco R. Co. v. James, 161 U. S. 545, infra, p. 1099; 1896, Louisville Trust Co. v. L., N. A. & C. R. Co., 75 Fed. Rep. 433.

(c) As to fourteenth amendment, see infra, No. 10.

6. Contracts.-Statutes relating to contracts of persons apply to corporations also: Mott v. Hicks, 1 Cow. (N. Y.) 513; State v. Nashville Univ., 4 Humph. (Tenn.) 157; Commercial Bank v. Nolan, 8 Miss. (7 How.) 508; Cincinnati Gas Co. v. Avondale, 43 Ohio St. 257.

7. Death by wrongful act.-Statutes making persons liable for such, include corporations: Chase v. Steamboat Co., 10 R. I. 79.

8. Eminent domain statutes apply to corporations, though persons only are named: Lehigh Bridge Co. v. Lehigh Coal Co., 4 Rawle (Pa.) 9, 26 Am. Dec. 111.

9. Evidence.-A corporation is a "living person" within the meaning of a statute giving a party the right to testify when the adverse party is a living person: La Farge v. Exchange F. Ins. Co., 22 N. Y. 352. But not within provisions protecting one from giving incriminating evidence; 1900, State v. Standard Oil Co., 61 Neb. 28, 87 Am. St. R. 449.

10. Fourteenth amendment.-The provisions of section 1, saying "No state shall deprive any person of life, liberty or property without due process of law; nor deny to any person within its jurisdiction the equal protection of the laws," protects the rights of the corporations, when in the state, the same as persons: Pembina Mining Co. v. Pennsylvania, 125 U. S. 181; Santa Clara Co. v. South Pacific R. Co., 118 U. S. 394, 24 Am. & Eng. Corp. Cas. 523; Minneapolis, etc., R. Co. v. Beckwith, 129 U. S. 26; Charlotte, etc., R. Co. v. Gill, 142 U. S. 386; County of San Mateo v. South Pacific R. Co., 13 Fed. Rep. 722, supra, p. 36; Covington, etc., R. Co. v. Sanford, 164 U. S. 578; Smythe v. Ames, 169 U. S. 522, 171 C. S. 361. But contrary to the holding in University v. Foy, supra, p. 34, the 14th chapter of Magna Charta, that "no freeman shall be amerced." etc., was held not to apply to corporations aggregate, but only to corporations sole. 2 Inst. 169, 170, 8 Rep. 39. See 62 L. R. A. 407.

11. Foreign corporations are not persons within a constitutional provision "that no person shall be deprived of the natural rights to life, liberty and the enjoyment of the gains of his own industry." Daggs v. Orient Ins. Co., 136

Mo. 382, 58 Am. St. 638. See, also, Blake v. McClung, 172 U. S. 239, infra, p. 2036; Hammond, etc., Co. v. Best, 91 Maine 431, 42 L. R. A. 528.

12. Incorporation. - Statutes providing that a certain number of persons may incorporate do not include corporations as such persons. Factors, etc., Ins. Co. v. New Harbor P. Co., 37 La. Ann. 233; Humphrey v. Mooney, 5 Colo. 282; Central R. Co. v. Pa. R. Co., 31 N. J. Eq. 475. See infra, pp. 553, 889.

13. Jurisdiction of courts.-For this purpose a corporation is a person, inhabitant or citizen of the state creating it. See cases cited in this note No. 5, (b) above. See, also, Brown v. Mayor, etc., 66 N. Y. 385; Chicago, etc., R. v. Bank of North America, 82 Ill. 493; Eslava v. Ames, etc., 47 Ala. 384.

14. Limitation of actions.-Statutes of limitation apply to corporations in the same way as to persons. People v. Trinity Church, 22 N. Y. 44; North Missouri R. Co. v. Åkers, 4 Kan. 453.

15. Misdemeanors.-Statutes making persons liable for, include corporations. White v. State, 69 Ind. 273.

16. Penalties. Statutes providing penalties for certain acts of persons, perhaps do not include corporations unless the context very clearly shows they are meant to be so included. This is on account of the strict construction of such statutes. See Coats v. People, 22 N. Y. 245; United States v. Kan. P. R., 4 C. L. J. 174; Androscoggin Water Power Co. v. Bethel S. M. Co., 64 Maine 441; Benson v. Monson, etc., 9 Metc. (Mass.) 562; Ohio v. Cincinnati Fertilizer Co., 24 Ohio St. 611; Guardians of St. Leonard v. Franklin, 3 C. P. Div. 377.

17. Promissory notes.-The Statute of Anne providing for the negotiability of notes made payable to the order of any person applies to notes by or to corporations or to the order of corporations. Indiana v. Woram, 6 Hill. (N. Y.) 33; Mott v. Hicks, 1 Cow. (N. Y.) 513.

18. Property, protection of.-See below, Trespass, No. 23, and No. 10, above. United States v. Amedy, 11 Wheat. (U. S.) 392.

19. Practice and procedure.-People v. May, 27 Barb. (N. Y.) 238. See also Appeals, No. 3, above, and Jurisdiction, No. 13, above.

20. Registry laws.-Statutes providing for the registration of vessels or other things by persons include corporations. Regina v. Arnaud, 9 Q. B. 806, infra, p. 58; Durant v. Kennett L. R., 5 C. P. 262.

21. Real estate. Statutes relating to real estate of persons apply to that of corporations. Lehigh Bridge Co. v. Lehigh Coal Co., 4 Rawle (Pa.) 9; Blair v. Worley, 1 Scam. (Ill.) 178; Cortes v. Kent Water Works Co., 7 B. & C. (K. B. Eng.) 314.

22. Taxation.-Statutes relating to the taxation of the property of persons, inhabitants, residents, etc, include that of corporations also. See Rex v. Gardner, Cowp. 79, but see 3 Q. B. 233; Royal Exchange Assurance Co. v. Vaughan, 1 Burr. 155; Reg. v. Birmingham, etc., Ry. Co., 3 Q. B. 238; People v. Utica Ins. Co., 15 Johns. (N. Y.) 358, 382, 8 Am. Dec. 243; Mayor of Mobile v. Rowland, 26 Ala. 498; Trenton Bank v. Haverstick, 6 Halst. (N. J.) 171; City of St. Louis v. Rogers, 7 Mo. 19; Bushel v. Can. Ins. Co., 15 S. & R. (Pa.) 173; Chicago, etc., R. Co. v. Bank of N. A., 82 Ill. 493; People v. McLean, 80 N. Y. 254; Otis Co. v. Inhabitants of Ware, 8 Gray (Mass.) 509; Baldwin Inhabitants v. Trustees, 37 Maine 369; Louisville, etc., R. Co. v. Com., 1 Bush (Ky.) 250; Compare Fox's Appeal, 112 Pa. St. 337, 14 A. & E. C. C. 356; Cherokee Ins. Co. v. Justices, 28 Ga. 121; Hartford Ins. Co. v. Hartford, 3 Conn. 15.

23. Trespasses, protection from.-Statutes protecting the property of persons apply to corporations also. White v. State, 69 Ind. 273; State v. Nashville Univ., 4 Humph. (Tenn.) 157; Bartee v. Houston, etc., R. Co., 36 Texas 648. 24. Usury.-Statutes forbidding usury by persons apply to corporations also. Thornton v. Bank of Wash., 3 Pet. (U. S.) 36; Grand Gulf Bank v. Archer, 8 S. & M. (Miss.) 151.

Of

25. Voting.-The English Public Health Act (11 and 12 Vict., sec. 20) authorized corporations aggregate to vote by proxy under their common seal at the election of local boards of health. Grant on Corp., p. *4, n. s. course, where corporations may be owners of the stock of other corporations, statutes relating to voting by persons would apply to the corporations as well.

Sec. 11. Same. (2) As to the ownership of its property.

THE QUEEN ON THE PROSECUTION, ETC., v. ARNAUD ET AL.1

1846. IN THE COURT OF QUEEN'S BENCH. 25 Law Journal Reports (New Series, Vol. 16), for the year 1847, part II,

Cases at Common Law, pp. 50-55.1

The judgment of the court was delivered by―

LORD DENMAN, C. J. The object of the present mandamus is to compel the custom-house officers to register a vessel, the property of the Pacific Steam Navigation Company. The company is a corporation by charter of her present Majesty, for the purpose of providing vessels, and employing them in the Pacific ocean. It is admitted by. the defendants that the company, as a British corporation, might be owners of British-built vessels, and prima facie would be, as such corporation, entitled to register them, under the provisions of the 8 and 9 Vict., c. S9, applicable to the registry of vessels by corporations.2

But it is said that some of the members of the corporation are not British subjects, but foreigners; and, consequently, that the vessel does not wholly belong to her Majesty's subjects, as required by the 5th section of the act, and is within the prohibition contained in the 12th section of the act, against foreigners being entitled to be owners, in whole or in part, directly or indirectly, of any vessel requiring to be registered. Now, it appears to us that the British corporation is, as such, the sole owner of the ship, and a British subject within the meaning of the 5th section, as far as such a term can be applicable to a corporation, notwithstanding some foreigners may individually have shares in the company, and that such individual members of the corporation are not entitled, in whole or in part, directly or indirectly, to be owners of the vessel. The individual members of the corporation, no doubt, are interested in one sense in the property of the corporation, as they may derive individual benefit from its increase, or loss from its destruction; but in no legal sense are the individual 1 Statement of facts, except as given in the opinion and notes, and arguments omitted. "That no vessel shall be registered except such as are wholly of the build of the United Kingdom, and which shall wholly belong or continue to belong to her Majesty's subjects Sec. 12. "That no person who has taken the oath of allegiance to any foreign state, nor any person usually residing in any country not under the dominion of her Majesty shall be entitled to be the owner in whole or in part, directly or indirectly, of any ship or vessel required to be registered, etc." Sec. 13. "That if it shall become necessary to register any vessel belonging to any corporate body in the United Kingdom, the following declaration shall be taken and subscribed by the secretary, etc.. 'I, A. B., Secretary,' etc., 'do hereby declare,' etc., 'that the same (ship) doth wholly and truly

2 This act provided, section 5,

*

*

belong to [name of company or corporation].'”

*

*

members the owners. If all the individuals of the corporation were duly qualified British subjects, they could not register the vessel in their individual names as owners; but must register it as belonging wholly to the corporation as owner. The terms of the 23d section, with respect to the condition of the bond to be given upon obtaining the registry, as to foreigners purchasing or becoming entitled to any part or share of or interest in any ship or vessel, would appear to be applicable to a case of purchase or transfer of property in the vessel itself, as it provides that the certificate shall be delivered up, "within seven days after such purchase or transfer of property in such ship," and does not, as it seems to us, bear materially on the present question. It was contended that the effect might be to defeat the object and policy of the navigation laws in this respect, inasmuch as the individual members of the British corporation might, either originally or by transfer, be all foreigners. Such does not appear to be contemplated or provided for by the act in question. If it be casus omissus, and evil consequences arise, they may be remedied by the interference of the legislature, or, possibly (though we do not wish to be understood as giving any opinion upon this point), by repealing the letters patent, as improvidently giving powers operating to defeat the law and public policy, and, in future patents, by providing against the objection. But, as the case stands, it seems to us that the British corporation is, to all intents, the legal owner of the vessel, and entitled to the registry, and that we can not notice any disqualification of an individual member, which might disable him, if owner, from registering the vessel in his own name. There will, therefore, be judgment for the prosecutors, and a peremptory mandamus. Judgment for the Crown.

Note. See also, Russell v. Temple, 3 Dane's Abr. (Mass.) 108; Bundy v. Iron Co., 38 Ohio St. 300; Button v. Hoffman, 61 Wis. 20, 50 Am. R. 131; Baldwin v. Canfield, 26 Minn. 43; Tomlinson v. Bricklayers' Union, 87 Ind. 308; Wheelock v. Moulton, 15 Vt. 519; Atchison, etc., R. Co. v. Cochran, 43 Kan. 225, 23 Pac. 151; Central T. Co. v. Kneeland, 138 U. S. 414; Louisville Bank Co. v. Eisenman, 94 Ky. 83, 42 Ám. St. 335; Humphreys v. McKissock, 140 U.S. 304; Parker v. Hotel Co., 96 Tenn. 252, 34 S. W. 209; Pott v. Schmucker, 84 Md. 535, 57 Am. St. 415; Gallagher v. Germania Brewing Co., 53 Minn. 214; Barrick v. Gifford, 47 O. S. 180, 21 Am. St. R. 798; Engiand v. Dearborn, 141 Mass. 590; Rough v. Breitung, 117 Mich. 48, 75 N. W. Rep. 147; Warren v. Davenport Fire Ins. Co., 31 Iowa 464, holding a stockholder has an insurable interest in the corporation.