corporation, being an intangible person, can appear only by attorney. We may next advert to the old doctrine that authority to appear for a corporation in a suit against it could only be communicated by its corporate seal. As already seen,3 this doctrine is exploded, and the law now is that a corporation may appoint an attorney, or any other agent, without the use of its corporate seal. Upon the question what will be evidence of the authority of the attorney to appear for the corporation, there is, then, no difference between the case of an appearance by an attorney in behalf of a corporation, and an appearance by an attorney in behalf of an individual. The rule in every case is that an appearance in behalf of the defendant, by a duly authorized, licensed, and qualified attorney of the court, will carry with it a presumption of his authority to appear, until such authority is challenged and overthrown.' § 7561. Waiving Service and Confessing Judgment. The right of a corporation to confess a judgment is unquestionably an incident of its capacity of being sued as an artificial person. Indeed, it might be regarded as an incident of its power to pay its debts. A limitation on the power may exist where it is exercised for the purpose of preferring particular creditors, the corporation being insolvent. Another limitation may concern the power of a particular officer to bind the corporation by confessing a judgment for it; and most cases concerning confessions of judgment by corporations take for granted that the corporation possesses the power, and merely challenge the power of the officer. A corporation may execute a power of attorney to confess judgment, waiving service, although its charter provides for a particular form of service.' 1 See, for example, Miller v. Bank, 2 Or. 291; McMurray v. St. Louis &c. Man. Co., 33 Mo. 377; Joliet &c. Co. v. Ingall, 23 Ill. App. 45; Stokes v. New Jersey Pottery Co., 46 N. J. L 6004 237; Thew v. Porcelain Man. Co., 5 S. C. 415; White v. Crow, 17 Fed. Rep. 98. • Millard. St. Francis Xavier Female Academy, 8 Ill. App. 341. SECTION CHAPTER CLXXXI. PARTIES TO SUCH ACTIONS. 7566. Corporation when a necessary plaintiff. 7567. Corporations as joint plaintiffs. 7568. When corporation a defendant in actions at law. 7569. Joinder of several corporations as defendants. 7570. When corporation is a necessary party defendant in equity. 7571. Is a necessary party when holder of legal title. 7572. Corporation when not a neces- 7574. President when a necessary agents, etc., when not necessary or proper parties. 7576. When receivers entitled to be made parties. 7577. When stockholders may be par- 7578. Further of this subject. 7580. Statutory exceptions permit- 7581. Other views as to the joinder § 7566. Corporation when a Necessary Plaintiff. - The corporation is a necessary plaintiff in an action to vindicate its rights in respect of its property, where it has made a conveyance thereof to secure a debt; because it remains the substantial owner, although the legal title and right of possession is in the trustee to whom conveyance has been made.1 Two corpora § 7567. Corporations as Joint Plaintiffs. tions claiming lands as tenants in common cannot join in a writ of entry, for the reason that corporations cannot hold 1 Samuel v. Holladay, 1 Woolw. (U.S.) 400. • Rehoboth 11. Hunt, 1 Pick. (Mass.) 224, 228. 1 land as tenants in common, which is contrary to the general theory; but if one of them has a right to maintain an action, the court may grant leave to strike out the name of the other. It is said that each of them may sue for its undivided right.3 But two corporations may unite in an action of assumpsit to recover money deposited in a bank in their joint names. § 7568. When Corporation a Defendant in Actions at Law. In actions ex contractu, at law, the corporation is the party to be sued where the obligation which is the subject of the suit is its obligation, and not that of the directors, trustees, or agents, by the hand or agency of whom it has been executed, - -a subject considered at length in a former title. § 7569. Joinder of Several Corporations as Defendants. There is nothing in the nature of corporations which prevents several corporations from being joined as defendants in an action, either at law or in equity. Consequently, an action may be maintained jointly against two railroad companies, for injuries received in a collision caused by the concurrent negligence of both defendants, although there may be no concert of action or common purpose between them. So, if two insurance companies are severally liable on the same policy, they may be joined as defendants in an action to recover thereon.9 But where a complaint in an action alleged that several newspaper corporations together constituted the American Newspaper Union, which was a corporation, and the cause of action was a breach of contract by the general agent of the union for advertising in the newspapers represented by him, it was held that, as incorporators, the several corporations composing the 1 Ante, § 5793. 2 Ibid. Ibid. 4 New York & Sharon Canal Co. v. Fulton Bank, 7 Wend. (N. Y.) 412. Compare Gathwright v. Callaway County, 10 Mo. 663. Herod v. Rodman, 16 Ind. 241. 6 Ante, § 5074, et seq.; § 5127, et 'Flaherty v. Minneapolis &c. R. • Blasingame v. Home Ins. Co., 75 union ought not to be joined as defendants. So, in a suit in equity by bondholders of one railroad company, whose road has been leased to another, through the influence of a third, which has obtained control of the property, to obtain an accounting of earnings, an injunction, and a rescission of the lease, all three companies are properly joined as parties defendant.' § 7570. When Corporation is a Necessary Party Defendant in Equity.—On the contrary, in every action in equity directly affecting the property or rights of the corporation, it is a necessary party defendant, except where it proceeds as plaintiff, although all its stockholders may join with it; and this for the reason, already stated, that the stockholders are not the joint owners of the property of the corporation, but that the title rests in the corporate entity as a person distinct from its aggregate members. Therefore, a proceeding in equity, to appoint a receiver of the property of a de facto corporation, cannot be sustained against all its members, unless the corporation is joined. The corporation is a necessary party to a suit by creditors against stockholders for collecting moneys due on unpaid assessments of their stock, or for capital once paid in, but afterwards improperly divided. It is upon this ground, as we have seen, that courts of equity have frequently refused to entertain jurisdiction of proceedings by creditors against the stockholders of foreign corporations, resident within the local jurisdiction. Here, the inability to make the corporation a party defendant is frequently regarded as an insuperable obstacle in the way of doing complete justice. But other courts have regarded this difficulty as not insuperable. The courts, in some of the cases previously cited, have found another objection in the supposition that 1 Clegg v. Aikens, 5 Abb. N. Cas. (N. Y.) 95. 'Port Royal &c. R. Co. v. Branch, 78 Ga. 113. ⚫ Ante, § 1071. • Ante, § 6874; and see Baker v. Backus, 32 Ill. 79. Bank v. Adams, 1 Pars. Sel. Cas. (Pa.) 534; First Nat. Bank v. Smith, 6 Fed. Rep. 215; Dormitzer v. Illinois &c. Bridge Co., 6 Fed. Rep. 217; Walsh v. Memphis &c. R. Co., 6 Fed. Rep. 797; United States v. Globe Works, 7 Fed. Rep. 530. Bank v. Adams, 1 Pars. Sel. Cas. (Pa.) 534, 549. |