2 of public taxes laid upon the shares of the capital stock of the corporation, under a statute constituting the corporation their agent for the purpose of assessment and collection;1 nor in an action by a trustee, in a deed of trust for the creditors, of an insolvent corporation, to have the court, by its decree, direct an assessment to be made upon its stockholders for the liquidation of its debts, - the stockholders being represented by the corporation and bound through it; in a bill in equity to secure the appointment of a receiver of the assets of the corporation; in an action by one of the stockholders to prevent a misappropriation of corporate funds by the directors; and in an action against the corporation, founded upon the fraudulent practices of its officers. Under a statute, providing that when two or more persons associate in any business and transact such business under a common name, whether it comprises the names of such persons or not, the associates may be sued by such common name, and when they are so sued the members of the association need not be joined." 87583. What Objections may be Raised by One having No Right to Plead. Neither the stockholders nor the officers of a corporation unless parties to the record can be regarded as parties to the suit, and, of course, strictly speak 1 Planters' Crescent Oil Co. v. Jefferson Assessor, 41 La. An. 1137; 8. c. 6 South. Rep. 809. 2 Vanderwerken v. Glenn, 85 Va. 9; 8. c. 13 Va. L. J. 91; 6 S. E. Rep. 806; 17 Wash. L. Rep. 86; Hamilton v. Glenn, 85 Va. 901; s. c. 9 S. E. Rep. 129. That this is not the universal rule, see ante, § 3493. * Great Western Tel. Co. v. Gray, 122 Ill. 630; s. c. 14 N. E. Rep. 214; reversing 8. c. 23 Ill. App. 72; ante, § 6874. 'Wickersham v. Crittenden, 93 Cal. 17; 8. c. 28 Pac. Rep. 788. Compare ante, § 4564, et seq. Silver Valley Min. Co. v. Balti more Gold &c. Smelting Co., 99 N. C 445. Cal. Code Civ. Proc., § 388. Hewitt v. Storey, 39 Fed. Rep. 719. That an action cannot be maintained by two directors against the corporation, joining a preferred stockholder and another director, to restrain the preferred stockholder from suing the corporation for an accounting and for dividends, for the reason, among others, that the defendants are improperly joined as having no common interest, - see Gould v. Thompson, 39 How. Pr. (N. Y.) 5. 8 Bronson v. La Crosse &c. R. Co., 2 Wall. (U. S.) 283; French v. First ing, parties only can plead. Notwithstanding, it has been held that one having no right to plead may, upon a motion that the defendant corporation be defaulted, show that the corporation was never served with process in the action.' And, on the principle stated in a preceding section, it has been held that, in case a judgment is rendered against a corporation after its dissolution, a stockholder may prosecute a writ of error and reverse it on that ground." Nat. Bank, 7 Ben. (U. S.) 488; s. c. 11 Nat. Bank. Reg. 189; Apperson v. Mutual Benefit &c. Ins. Co., 38 N. J. L. 272, 273; Blackman v. Central R. & B. Co., 58 Ga. 189; Whitman v. Cox, 26 Me. 335. Buck v. Ashuelot Man. Co., 4 6020 Allen (Mass.), 357; Rand v. Proprietors of Upper Locks & Canals, 3 Day (Conn.), 441. Merrill v. Suffolk Bank, 31 Me. 57; 8. c. 50 Am. Dec. 619; Rankin v. Sherwood, 33 Me. 509; ante, § 7581. こ CHAPTER CLXXXII. NAME IN WHICH ACTIONS BROUGHT BY CORPORATIONS. SECTION 7589. Actions to assert corporate rights or to redress corporate injuries 7593. In such cases corporate officer SECTION 7596. When successors in office may sue. 7597. Corporation party to contract in wrong name, suable by it in right name. 7598. If payable to the officer by description, the corporation may sue. 7599. Effect of change of name of corporation. 7600. Member cannot sue for the corporation. 7601. Corporation not affected by judgment in actions against its officers. 7602. Suing or being sued in the name of an officer. 7603. Action in whose name after dissolution. § 7589. Actions to Assert Corporate Rights or to Redress Corporate Injuries Brought in Corporate Name.-As corporations have, by implication of law, the general power to sue in their artificial names,' and as this power is, in almost every instance, conferred in express language by the charter or other governing statute, the general rule is that every action brought for the purpose of asserting a right accruing to, or of redressing a wrong done to, a corporation, whether at law or in equity, should be brought in the artificial name of the corporation, and not in the name of its individual trustees, officers, or members. It will often happen, under this rule, that 1 Ante, § 7360. 'Wilson v. Trustees, 8 Ohio, 174; North St. Louis Christian Church v. McGowan, 62 Mo. 279; Porter v. the action will be brought in the name of the trustees, especially in the case of religious and educational corporations; because, in such a case, the trustees may be the body which is incorporated.' § 7590. Corporation may Sue in its Own Name on Promise Made to its Officers for its Benefit.—It is a general rule of procedure, both at common law and under the codes, that a corporation may maintain, in its artificial name, an action Nekervis, 4 Rand. (Va.) 359; Bradley v. Richardson, 2 Blatchf. (U. S.) 343; Illinois Hospital v. Higgins, 15 Ill. 185; Campbell v. Brunk, 25 Ill. 225; Hay v. McCoy, 6 Blackf. (Ind.) 69; Lexington v. M'Connell, 3 A. K. Marsh. (Ky.) 224; Mauney v. Motz, 4 Ired. Eq. (N. C.) 195; Allen v. New Jersey Southern R. Co., 49 How. Pr. (N. Y.) 14; Legrand v. Hampden Sidney College, 5 Munf. (Va.) 324. It is believed that all the decisions in this, and the succeeding sections in this article, may be reconciled upon the double proposition that an agent who contracts in his own name may sue on the contract, but that where he contracts in the name of his principal, the latter must sue. Sharp v. Jones, 18 Ind. 314; 8. c. 81 Am. Dec. 359. A religious corporation may, for instance, maintain an action in its corporate name to establish a devise made in its favor (First Baptist Church v. Robberson, 71 Mo. 326); though in this last case the suit is usually brought by the executor or trustee under the will, by a bill in the nature of a bill of interpleader, and this for his own protection. Ibid., p. 333; citing Stevens v. Warren, 101 Mass. 564; Bailey v. Briggs, 56 N. Y. 407; Com. Dig. Chan., 3, G, 6; 1 Redf. Wills, 492. So, a corporation, formed of the members of a partnership, can sue in equity in its corporate name for a debt due the partnership. Griffin v. Macaulay, 7 Gratt. (Va.) 476. A banking association, organized under the general banking laws of New York, might formerly sue in its corporate name, or in the name of its president: Leonardsville Bank v. Willard, 25 N. Y. 574. But it was necessary to state that the contract had been made with the bank using its business name: Delafield v. Kinney, 24 Wend. (N. Y.) 345. Circumstances under which a corporation might maintain an action in its own name, against a third person for the value of certain shares, for the benefit of its own treasurer: Edgeworth Co. v. Wetherbee, 6 Gray (Mass.), 166. Ante, 16. Thus, where, by a statute, "the selectmen, town clerk, and treasurer of a town for the time being," were constituted and declared to be a body corporate and 'Trustees of the Ministerial and School fund,' in such town forever, with power to prosecute and defend suits at law," it was held that a suit by them was rightly brought in the name of the "Trustees of the Ministerial and School fund in the town of L.," and that it was not necessary that the names and official characters of such trustees should be particularly set forth in the writ. Ministerial &c. Fund v. Parks, 10 Me. 441. upon any species of promise made to its trustees, directors, or other officers, in its behalf; and this is so whether the name of the corporation is disclosed by the contract or not, and whether the fact of the agency of the promisee is disclosed or not. If, in such a case, the promise is made to the agent without disclosing the name of his principal or the fact of his agency, then the corporation, being the principal, and the real party in interest, may maintain the action in its own name, upon a proper averment and proof that the promise was made to it by the name of the promisee who acted as its agent.2 1 Ante, §§ 5038, 5113. 'For instance, under the rules of pleading at common law, a banking corporation may maintain an action in its own name upon a note given to its cashier, upon an averment and proof that it was made to the corporation by that name. Smith v. Branch Bank, 5 Ala. 26. And, under the same system of pleading, where a bond is given to a committee, etc., of a corporation, to be paid to the corporation itself, the bond may be sued on in the name of the corporation; and the declaration may allege that the bond was made to the corporation under the description of the committee, etc. New York African Soc. v. Varick, 13 Johns. (N. Y.) 38. It has been so held, in the case of a bond given to the directors of a corporation, and to be paid to them, their successors and assigns. Baldwin v. Bank of Newbury, 1 Wall. (U. S.) 234, 242. See also Currin v. Fanning, 13 Hun (N.Y.), 466; s. c. sub nom. Curran v. Sears, 2 Redf. (N. Y.) 532 (devise to the trustees of a college); Bayley v. Onondaga County Mut. Ins. Co., 6 Hill (N. Y.), 476; s. c. 41 Am. Dec. 759. And so in the case of a bond made to the plaintiffs by the name and description of the "directors of the Onondaga County Mutual Insurance Co." Bayley v. Onondaga County Mut. Ins. Co., 6 Hill (N. Y.), 476; 8. c. 41 Am. Dec. 759. So, on a note payable to the "treasurer of the Board of Trustees of Carthage College," the college may sue. Friedline v. Carthage College Trustees, 23 Ill. App. 494. So, a note made payable to “G. W., treasurer of the Ministerial and School fund in Levant, or his successor in office," was suable in the name of the corporation whose treasurer he was. Ministerial &c. Fund v. Parks, 10 Me. 441. So, where a note was made payable to" J. R., agent of the Southern Life and Trust Company, or order," it was held to be suable in the name of the corporation. Southern Life &c. Co. v. Gray, 3 Fla. 262. So, where a note was indorsed to the president of a corporation by name, with an addition indicating the name of the corporation, it was held to be suable by the corporation in its corporate name. Dupont v. Mount Pleasant Ferry Co., 9 Rich. L. (S. C.) 255. So, where one subscribed for shares in a turnpike company, and agreed to pay, on demand, to J. G. or order, all assessments, it was held that an action of assumpsit could be maintained against him by the corpo |