which has no existence or to which the defendant has no title, and if the want of title was known to the plaintiff at the time of beginning suit, the bill would not be retained for the assessment of damages. The same doctrine is declared in Hurlbut v. Kantzler, 112 Ill. 482. Here, Greer, the appellee, knew when he accepted the contract from Sellers that the property named in the contract was owned by Morris Sellers & Co., a corporation. He also knew that Sellers had no authority to sell the property, and, knowing these facts, he could not maintain a bill for specific performance, nor would the bill be retained for an assessment of damages for a breach of the contract. The judgment of the appellate court will be reversed and the decree of the superior court of Cook county will be affirmed. Judgment reversed. Sec. 14. Same. (5) Also as to suits by or against third per sons. WILLIAMSON ET AL., SYNDICS, V. SMOOT ET AL.' 1819. IN THE SUPREME COURT OF LOUISIANA. 7 Martin (La.) 31-33, or vol. 7 of Louisiana Term Reports. Appeal from the court of the first district. MATTHEWS, J., delivered the opinion of the court. The plaintiffs having caused an attachment to be levied on the steamboat Alabama, the St. Stephens Steamboat Company intervened in their corporate capacity, and claimed her as their, property. The intervening party are a body politic, created by an act of the legislature of the territory of Alabama, the capital stock of which is divided into shares of a certain amount, and Smoot, the defendant, owns ten of them, subscribed for by him. [The questions to be decided are 2. Can the shares or stock of any individual stockholder be legally attached?] II. The existence of the claimants being recognized as a body corporate, and it being admitted that the boat attached belongs to them as a part of their common stock, it is clear that Smoot does not possess such certain and distinct individual property in it as to make his interest attachable. The estate and rights of a corporation belong so completely to the body that none of the individuals who compose it has any right of ownership in them, nor can dispose of any part of them. Civ. Code, 88, art. 11. The court is of opinion that the district court erred in disallowing the claim of the company. It is, therefore, ordered, adjudged and decreed that the judgment be annulled, avoided and reversed, and that the attachment of the Part of the opinion relating to the recognition of a foreign corporation by a state is omitted. plaintiff and appellant be quashed, so far as it relates to the said steamboat, the Alabama, and that she be released therefrom. Note. 1. Evidence.-Admissions of shareholders are not admissions of the corporation. Fairfield County Turnpike Co. v. Thorp, 13 Conn. 173; Pollevs v. Ocean Ins. Co., 2 Shep. (Maine) 141; Osgood v. Manhattan Bank, 3 Cow. (N. Y.) 612; Hartford Bank v. Hart, 3 Day (Conn.) 493; Mayor of London v. Long, 1 Campb. 22. 2. Judge, by holding stock, is disqualified to try a case in which the corporation is a party. Bonham's Case, 8 Rep. 226; Day v. Savadge, Hob. 85, 87; Washington Ins. Co. v. Price, 1 Hop. Ch. (N. Y.) 1; Gregory v. Cleveland, etc., R. Co., 4 Ohio St. 675; Northampton v. Smith, 11 Met. (Mass.) 390; Newcome v. Light, 58 Texas 141; Dimes v. Grand Junction Canal, 3 H. L. Cas. 759; State v. Young, 31 Fla. 594, 34 Am. St. 41. But see Stewart v. Mech. & F. Bank, 19 Johns. (N. Y.) 501; Searsburgh Turnpike Co. v. Cutter, 6 Vt. 315. 3. Juror, who holds stock can not try a case in which the corporation is a party. Page v. Contoocook V. R. Co., 1 Fost. (21 N. H.) 438; Peninsular R. Co. v. Howard, 20 Mich. 18; Michigan Air Line R. Co. v. Barnes, 40 Mich. 383; Georgia A. Co. v. Hart, 60 Ga. 550; Butler v. Glens, etc., R. Co., 121 N. Y. 112; McLaughlin v. Louisville Elec. L. Co., 100 Ky. 173. 4. Witness.-At common law a shareholder was disqualified, because of interest, to be a witness for the corporation. Porter v. Bank, etc., 19 Vt. 410; McAuley v. The York, etc., 6 Cal. 80; Mokelumne, etc., Co. v. Woodbury, 14 Cal. 265; 1903, Read v. Toledo Loan Company, 68 O. S. 280, 96 Am. St. R. 663. 5. Sheriff, though a stockholder, is not disqualified to serve process on the corporation. Merchants' Bank v. Cook, 4 Pick. (Mass.) 405; Adams v. Wiscasset Bank, 1 Greenleaf (Maine) 361, 10 Am. Dec. 88; Barker v. Remick, 43 N. H. 235. 6. Acknowledgment. Shareholder incompetent to take. 1902, Ogden Building & L. Ass'n v. Mensch, 196 Ill. 554, 89 Am. St. R. 330. See Brewster, Conveyancing §§ 285-7; 1903, Read v. Toledo Loan Co., 68 O. S. 280, 96 Am. St. R. 663, 67 N. E. 729. Sec. 15. Same. (6) Or as to suits between it and its members. 1430. "If mayor and commonalty disseise one of the commonalty he shall have assise against them, for they are as several persons, viz., body politic and body natural. Per Paston, Br. Corporations, pl. 24, cites 8 H. VI, 1, 14," as given in 6 Viner's Abr., Corporations, § 2, .p. 304. WARING v. CATAWBA COMPANY.1 1797. IN THE SUPERIOR COURTS OF SOUTH CAROLINA. (South Carolina) 109-111. Assumpsit for goods sold, and for work and labor, etc. 2 Bay This case came before the court upon a plea in abatement, which pleaded that plaintiff was himself a member of the company, and, therefore, could not maintain any action against it in his individual capacity. Mr. Trezevant, for the plaintiff, argued that there was a wide difference between a copartnership in trade and a corporation. Copartners, he admitted, must sue and be sued jointly; that they were jointly and severally liable, etc. But a corporation (as in the present case) Part of arguments omitted. must be sued in its corporate name; that the private property of its members were not liable, only the corporate property, so that there was a wide difference between a corporation and a copartnership, both as to the mode of bringing an action and as to the effect of any judgment or decree against them. The attorney-general, contra, said this company ought to be considered as an association for gain, or the emolument of its members, and therefore in law should only be considered as a kind of copartnership, and not as a public corporation. The court, after hearing the arguments, overruled the plea in abatement, as containing principles subversive of justice; but they observed that the two cases of Bourdeaux and Drayton against The Santee Canal Company had settled this point, as they had both been allowed by this court to maintain their actions for their salaries, etc., against the company, as well as the cases respecting the other public societies, mentioned in the argument. The plaintiff was then allowed to go on and prove his debt to a jury. Present, Burke, Grimke and Bay; but as Judge Grimke was a member of the company, he declined giving an opinion. Note. See Culbertson v. Navigation Co., Fed. Cas. 3464; Rogers v. Society, 19 Vt. 187. NOTES TO ARTICLE II. 1. Ancient ideas.-The idea of an artificial person seems as old as our race. In fact the underlying idea of a person is not that it is an individual human being, but rather that part or character which one sustains in the world. The word comes from the Latin, meaning "a mask for actors," or "the character represented by such mask.' See Century Dictionary, Austin's Jurisprudence (Campbell's edition), § 438; Holland's Jurisprudence, p. 65 (edition of 1880). This being the primary meaning of the word, it was immaterial whether this person was composed of a single human being, or many, or not even a human being at all, but only a thing or group of things, provided they or it had the same status, or was entitled to the same rights or subject to the same duties as any single human being was. So, too, the whole hierarchy of gods and goddesses that peopled the "heavens and earth" of the ancient world was nothing but personifications of the forces of nature. Morawetz (Private Corporations, § 1, p. 2), says: "The conception of a number of individuals as a corporate or collective entity occurs in the earliest stages of human development, and is essential to many of the most ordinary processes of thought. Thus the existence of tribes, village communities, families, clans and nations implies a conception of these several bodies of individuals as entities having corporate rights and attributes." The oldest corporate body or artificial person seems to have been the family. Hearn, in "The Aryan Household," pp. 64, 5, 6, thus characterizes the ancient family: "It formed an organized permanent body, distinct from its individual members, owning property, and having other rights and duties of its own. It was a permanent association. It was not intended to pass away and be reformed like the generations of men. It was constructed and meant to endure forever. It was, in our technical language, a corporation. It had perpetual succession. It included in its members both the living and the dead. These members had various degrees of rank; but the whole number, taken collectively, formed one well defined and distinct individuality. Of this corporate entity, the house father for the time being was the head, or, as we might say, the managing di rector." Mr. Hearn cites the following authorities: Maine's Early History of Institutions, p. 78 (the Hindu family); K. O. Müller's Dorians, vol. 2, p. 240 (the Greek family); M. Ortolan, History of Roman Law, p. 577 (the Roman family); M. de Laveleye, De la Proprieté, p. 23 (the Slav family); the Editor of Ancient Laws of Ireland, Int., p. 79 (the Irish family); Maine's Ancient Law, p. 143 (the German family). 2. In the Roman civil law. Although corporations do not seem to be mentioned in the Institutes of Gaius (c. 180 A. D.) they are in the Institutes of Justinian and there are many provisions in the digests (A. D. 533) relating to them; the ideas above expressed were embodied in the Roman law. "Every being capable of having and being subject to rights was called in Roman law a persona. Thus, not only was the individual citizen when looked at as having this capacity, a persona, but also corporations and public bodies. The word person has also another sense. It was used not only for the being who had the capacity of enjoying rights and fulfilling duties, but also for the different characters or parts in which this capacity showed itself; or to borrow the metaphor suggested by the etymology of the word, for the different masks or faces which the actor wore in playing his part in the drama of civic and social life. Thus, for instance, the same man might have the persona patris, or tutoris, or mariti; that is, might be regarded in his character of father, tutor, or husband. Status (legal standing) is the correlative of persona. Status is the legal capacity of a persona; persona is that which has status." Note of T. C. Sandars in Hammond's Edition of Sandars' Justinian's Institutes. De Jure Personarum, p. 76. See, also, Mackeldey, Handbook of Roman Law (Dropsie's Translation, 1883, sections 128, 129, 155.) * * “A universitas, or corporate body, exists when a number of persons are so united that the law takes no notice of their separate existence, but recognizes them only under a common name, which is not the name of any one of them. (Digest 3, 4, 2; 3, 4, 7, 1). All the members are considered in law as a single unit or being. (Digest 46, 1, 22.) Such units are sometimes called fictitious persons, because the corporate body, as such, may sue and be sued, receive or part with property, bind itself or bind others, through some agent or syndic (Digest 3, 4, 1, 1), who acts in the name of the whole, just as any individual may act for himself. (Digest 3, 4, 7, 1.) The chief characteristic of such a body is that it does not necessarily die. (Digest 5, 1, 76.) There were many such corporations in Rome, chiefly connected with trades, such as the guild of bakers, and shipowners, companies of tax-gatherers, companies for working mines of gold, silver, salt, etc. The internal government of the corporate bodies was in the hands of the members (sodales).—Hunter's Roman Law, 2d ed., pp. 314-5. * Sheldon Amos, in his "History and Principles of the Civil Law of Rome." p. 118, says: "Such a conception (as that of legal persons) had thoroughly penetrated the fabric of Roman law and society long before the time of Justinian, and the appropriate legal consequences had worked themselves out with considerable exactness. The conception, indeed, was extended for purposes of legal convenience, even beyond the original sense of an assemblage of persons, determinate or indeterminate, treated as integral unity. The same hypothesis of a legal personality was made in certain cases where no human beings were directly concerned at all, but where it was desired to assume, provisionally, a fixed center, to which a group of rights and duties might for some purposes be referred. Thus, in the case of an inheritance on which the heir had not yet entered, it was convenient for the moment to call it a person, and to estimate the rights and duties that would attach to a person so situated than to be making constant references to all the innumerable human beings who might be actually interested in the succession." Taylor, in his work on Corporations, ch. 1, takes a slightly different view, and holds that at least in the early period of the Roman law the idea of the artificial personality of a corporation, if it existed at all, was in a very rudimentary shape, though he admits it was present in the later periods, as evidenced by such provisions as, "If anything is owed to a corporation, it is not owed to any single [member]; nor what a corporation owes do the single [members] owe." ["Si quid universitati debetur, singulis non debetur; nec quod debet universitas singuli debent." Digest iii, 4, lex 7, § 1.] And in the notes (p. 3) he cites Ihring, to the effect that the members of a corporation were the true subjects of corporate rights and liabilities, at least among themselves, and the corporation was only the form assumed toward outsiders. Gheist, etc., iii, Theil., pp. 219, 220, 343-4. So, too, Pollock and Maitland say: "It would be a great mistake to suppose that what we are wont to consider the true theory of universitates lay so plainly written on the face of the Roman law books that no one could read them attentively without grasping it. The glossators did not grasp it. Bracton's master, Azo, had not grasped it." History of English Law, vol. 1, p. 477. * 3. In the Canon law.-The personification of an institution, such as The Church, was one of the earliest and most persistent ideas of the early Christian world; so, too, the blending of many members into one body was an early Christian conception. "The Church of God." Acts xx, 28; 1 Cor. i, 1 and 2; Rev. ii, 7. "He is the head of the body, the church." Colos. i, 18; Eph. i, 22, 23. "For as the body is one and hath many members, and all the members of that one body, being many are one body; so, also, is Christ Now ye are the body of Christ, and members in particular." 1 Cor. xii, 12, 27. Pollock and Maitland, History of English Law, vol. 1, p. 489, thus summarises the history on this point: "Within the ecclesiastical sphere there have been 'juristic persons' from an extremely remote time. Confining our view to England, we may say that they have existed ever since thelberht sanctioned God's property with a twelve-fold bot, and gave lands to St. Andrew. God and the saints, it is needless to say, were not regarded as imaginary persons; still their property had to be administered for them by 'the church,' and the personality of the church is more purely juristic. A personified building gives way to a personified institution or a personified purpose. Then the worldly business of the church is often conducted for it, not by a single man, but by a group of men acting in common; still these men are not the eccle sia; no, not though they be all taken together. Thus, canonists have obtained a foundation of fact and practical law for their theories. They see and proclaim that the universitas is persona ficta, not found in the world of sense, but created by law, that it is invisible, immortal, a body that has no body and no soul. It can not sin, it can not be excommunicated, it can not commit a crime, it can not be punished; very probably it can not commit a delict. These theories are very generally worked out in the thirteenth and the following centuries; they bear abundant fruit in our latest Year Books. To 'the church,' modern law owes its conception of a juristic person, and the clear line that it draws between 'the corporation aggregate,' and the sum of its members." In fact it has been said that Pope Innocent IV (A. D. 12431255) was the father of the modern learning of corporations. Ib., p. 477. * * * 4. In the early common law.-The personification of the church, as having rights, was a common idea in the Saxon laws. "The property of God and the church twelve-fold." Laws of Ethelberht, 1 (c. 600 A. D.). "If any carry off a nun from a minster let him pay 120 shillings, half to the king and_half_to the bishop and to the church-hlaford," which Stearns (Germs and Developments of Laws of England, n. 1, p. 78), translates "church corporation," though the word is more frequently rendered tribute. See Laws of Alfred, 8 (c. 890 A. D.). Under the Laws of Edward the Confessor (c. 1043-1066), there was a peace of the church as there was of the king (1,6); lands were held of the church; it had fiefs, and it was entitled to tithes (3, 4, 7). These provisions of the laws of Edward were also in the confirmation of them by William the Conqueror. London traced some of its liberties to a charter granted by the Conqueror, sealed with his seal, "bitten with his tooth in token of sooth." Coke says he had seen a "charter made by Henry I (1100-1135), by which he granted them gildam mercatorum, and a confirmation by Henry II (1154-1189), by which charters they were incorporated." 10 Rep. 30. Though corporations seem to have been in existence from the |