« AnteriorContinuar »
right to sue, and are liable to be sued, in respect to such contracts in such aggregate capacity. The conferring of such a power places them in the category of what are termed quasicorporations, and it is not necessary, in order to support a right of action against them in respect of a contract which they have made when acting within their statutory powers, that such a right of action should be given by any statute in express terms.
8 7362. Exception as to Liability for Breach of Corporate Duties. — A class of cases mark a clear exception to this rule; and these cases are those which hold that quasi-corporations, such as counties, are not liable to be sued for a violation or neglect of a corporate duty, as they are not corporations in the full sense of the term, but are rather to be regarded as geographical subdivisions of the State. It cannot be said that they have any corporate duties to perform. At least this is the narrow ground upon which certain courts have proceeded in reaching the conclusion that counties, which are termed quasi-corporations, are not liable at common law for the mere neglect of a corporate duty."
* McLoud v. Selby, 10 Conn. 390; 8. c. 27 Am. Dec. 689; Ward v. Hartford County, 12 Conn. 404, 407. Thus, school districts in New England are regarded as quasi-corporations in respect of this capacity, and the ground on which they are so regarded was thus well stated by Bissell, J.: "That these corporations are capable of suing and being sued, would seem to be strongly inferable from the powers and privileges conferred upon them by the statute. They have power to erect school-houses, to purchase lands on which to erect them, to levy and collect taxes, to appoint treasurers and collectors, and to do all necessary acts for the purpose of sustaining and regulating schools. They may, therefore, possess property and may make contracts; and may
not these contracts be enforced? Let it once be admitted (as indeed it must be admitted) that these corporations have the power to make contracts, and there is an end of the question. For it surely would be a flagrant departure from all principle to hold that such contracts could not be enforced against them.
A mechanic builds a school-house, in pursuance of a contract entered into with the school district. Could it be endured that he might not sue on that contract because an action was not given by statute?” McLoud v. Selby, 10 Conn. 390; 8. c. 27 Am. Dec. 689.
Russell v. Men of Devon, 2 T. R. 667; 8. c. 1 Thomp. Neg. 575. This distinction is recognized in Riddle v. Proprietors, 7 Mass. 169; 8. c. 5 Am. Dec. 35. It appears to be recognized
§ 7363. This Power Conferred by Statute and Constitutional Provisions. — The power to “sue and be sued, plead and be impleaded, answer and be answered, defend and be defended, in courts of record, or any other place whatsoever,” if not an incident to a corporation, is conferred in every incorporating act,' — as, for instance, by the act of Congress incorporating the Union Pacific Railroad Company. Constitutional provisions exist in many States, providing, in distinct terms, that all corporations may sue or be sued in all courts, in like manner as natural persons.'
8 7364. By What Statutes. — Under a grant of “all such rights, privileges, and immunities as by law are incident or necessary to corporations, and what may be necessary to the corporations herein constituted,” it is held that the right to sue exists. As elsewhere seen, statutes relating to actions and to jurisdiction, which use such general words as person," "debtor," "creditor," and even "citizen," are held to include corporations.
in the New England decisions in respect of the liability of towns for the repair of highways, those courts placing that liability upon statutes, and not upon any obligation arising at common law to perform a corporate duty: See Mower v. Leicester, 9 Mass. 247; 8. c. 6 Am. Dec. 63. The distinction is recognized in Illinois, and is well stated by Breese, J., in Waltham v. Kemper, 55 Ill. 346; 8. C. 8 Am. Rep. 652. The most authoritative American case upon the subject, where a very great number of decisions are referred to by Gray, C. J., in his usual exhaustive manner, is Hill v. Boston, 122 Mass. 344; 8. C. 23 Am. Rep. 332; 2 Thomp. Neg. 698,-where a municipal corporation is placed, in this regard, on the footing of a county, and is held not liable to an act on for an injury suffered by reason of the unsafe condition of a staircase in a school-house by which a child is hurt while attending school. That counties are not liable to actions for failing to keep in repair their highways and bridges has been held in the following (among many other) cases : Larkin v. Saginaw County, 11 Mich. 88; 8. c. 82 Am. Dec. 63; Hedges v. Madi
Bon County, 6 I. 567; Huffman o. San Joaquin County, 21 Cal. 426; Reardon v. St. Louis County, 36 Mo. 555; Swineford v. Franklin County, 6 Cent. L. J. 434; Brabham v. Hinds County, 54 Miss. 363; 8. C. 28 Am. Rep. 352; Covington County v. Kinney, 45 Ala. 176; Sims v. Butler County, 49 Ala. 110. Exceptions to this rule have been conceded in various States, upon grounds which it will not be in place here to state. See 1 Thomp. Neg. 616, et seq.
1 Bank v. Deveaux, 5 Cranch (U. S.), 61, 85.
3 Smith v. Union Pac. R. Co., 2 Dill, (U. S.) 279. See also Land v. Coffman, 50 Mo. 243; Lathrop v. Union Pac. R. Co., 1 MacArthur (U. S.), 234.
With some variation of language, this provision is found in the following constitutions, and doubtless in inany others: Ala. Const. 1875, art. 13, § 12; Cal. Consi. 1879, art. 12, $ 4; Kan. Const. 1859, art. 12, $ 6; Mich. Const. 1850, art. 15, § 11; Minn. Const. 1857, art. 10, $ 1; Neb. Const. 1875, art. 11, 83; Nev. Const. 1864, art. 8, 85; N.C. Const., Amend. of 1876, art. 8, $ 3.
8 7365. By What Statutes not conferred. -A statute in. corporating the members of a voluntary association, to whom moneys were due, and conferring upon the corporation the power to receive all those moneys to its use, and to give receipts to the debtors which would be evidence in any action to recover such moneys, was held not to empower the corporation to maintain an action at law in its own name to collect the same,—though it might give effectual discharges to the debtors on receiving payment. The decision seems unsound. Since the body became incorporated with power to receive the moneys, the right of action accrued to it by implication of law, under the principles above considered. A statute providing for an appeal from an award of arbitrators, upon the defendants entering into a recognizance with one or more sureties in the nature of special bail to make certain pay. ments, or in default thereof to surrender the defendant or defendants to the jail of the proper county, has no application to corporations; since these bodies, being political, can neither be surrendered nor imprisoned. A corporation, therefore, might have its appeal without entering into a recognizance."
§ 7366. Corporations Deemed “Persons” for Remedial Purposes. — The word “person" in a statute is interpreted
Marsh v. Astoria Lodge, 27 Ill. 21.
* Ante, $ 5689.
Ante, If 11, 5689; post, 88 7366, 7790, 7804, 7900, 8059.
Ante, 9 6468. Post, g 7790. • Ante, $ 12; post, 697448, 7900.
"A resolve of the legislature, authorizing a part of a society to hold meet
ings, choose officers, levy taxes, and repair their meeting-house, has been held to give a right to sue for the destruction of such meeting-house after it is repaired. Tilden v. Metcali, 2 Day (Conn.), 259.
• Scots Obaritable Soc. v. Shaw, 8 Mass. 532.
Carpentier v. Delaware Ins. Co., 2 Binn. (Pa.) 264.
as including corporations aggregate, when the circumstances in which such corporations are placed are identical with those of natural persons who are expressly included in the stat. ute,' unless there is something in the statute showing a legislative intention to restrict its application to natural persons.
§ 7367. Suable in What Manner. - A private corporation is a creature of the State, and must be sued in such manner as the legislature provides; 8 but if there is no statute prescribing the mode, the ordinary legal remedies applicable in the case of natural persons will be equally applicable in the case of corporations, except in so far as the differences which exist between artificial and natural bodies prevent them from being applied.
§ 7368. Power how Affected by Want of Organization. In strictness, a body of adventurers, not having a valid charter, or not duly organized as a corporation, cannot maintain an action in that character;* though, as elsewhere seen, the defendant may be estopped by his conduct from setting up that they are not a corporation. On the other hand, if a body of adventurers, assuming to act as a corporation, but who have not been legally organized as such, threaten an injury to a
Ante, $$ 11, 5689, 7366; post, 09 7790, 7804, 8059; Gaskell v. Beard, 33 N. Y. St. Rep. 852 ; 8. c. 11 N. Y. Supp. 399.
* Crafford v. Warwick Co., 87 Va. 110; 8. c. 12 S. E. Rep. 147; 10 L. R. A. 129. See also Jeffries Neck Pasture v. Ipswich, 153 Mass. 42; 8. c. 26 N. E. Rep. 239. Therefore, by statute in Massachusetts (Pub. Stats. Mass., ch. 3, cl. 16), a corporation may in that State maintain a petition to quiet title to lands. Jeffries Neck Pasture v. Ipswich, supra. Lord Coke in commenting upon the statute of 31 Elizabeth, chapter 7, respecting the erection of cottages, where the language is “no person shall," etc., says:
“This extends as well to persons, politicke and incorporate, as to naturall persons whatsoever.” 2 Co. Inst. 736. See also Bank v. Merchants' Bank, 1 Rob. (Va.) 573. A corporation has been held to be an“ inhabitant" under a statute providing for the reparation of bridges (2 Co. Inst. 703), and an “ inhabitant and occupier," and therefore liable as such to pay poor rates. Rex v. Gardner, Cowp. 79, 83.
* Holgate v. Oregon &c. R. Co., 16 Or. 123; 8. c. 17 Pac. Rep. 859.
• Doboy &c. Tel. Co. v. De Magathias, 25 Fed. Rep. 697; Workingmen's Accommodation Bank v. Converse, 29 La. An. 369.
Ante, $ 1853; post, 8 7647, et seq.
third person, he may, it has been held, maintain a preventive action against them in their assumed corporate name. We have already seen that an action is not maintainable against a corporation for obligations contracted in its behalf, prior to its organization, in the absence of some act of ratification or adoption. But this does not concern the capacity of a corporation to be sued, as much as the causes for which it may or may not be sued.
§ 7369. De Facto Corporations. — If, under principles already considered,' the corporation exists de facto, it may exercise the power to sue, and the question of its having the right to exercise it will be deemed one which can only be raised by the State, except in those cases where it is proceeding to assert rights which, from their nature, can only exist in a corporation, e. g., to condemn land for the purposes of a railroad, under a statute granting such a power to corporations.' A body which might have been properly organized as a corporation under an enabling statute, and which has attempted, though possibly without complying with the requisite formalities, so to organize itself, and which has acted as a corporation, executing deeds and releases in its corporate
· Newton County Draining Co. v. Nofsinger, 43 Ind. 566. This case presents the incongruity of an injunction being procured against a threatened trespass by a defendant, impleaded as a corporation, on the ground that it had never been legally organized as such; and because of this absurdity, Pettit, J., dissented. Statutes exist, imposing limitations on the power of corporations to sue, until they have complied with certain formalities. For instance, section 299 of the Civil Code of California provides that every corporation must file in the office of the clerk of every county in the State in which it holds any property, except in the county where its original articles of incorporation
are filed, a certified copy of such articles, and prohibits a corporation failing to comply with this provision from maintaining or defending any action or proceeding in relation to such property, its rents, issues, or profits, until it does so comply. This, it has been held, does not prevent it from defending an action brought against it to recover for work and labor alleged to have been performed upon its property. Weeks v. Garibaldi &c. Min. Co., 73 Cal. 599; 8. C. 15 Pac. Rep. 302.
? Ante, $ 480; Franklin &c. Ins. Co. v. Hart, 31 Md. 59.
• Ante, $ 495, et seq.