§ 7759. Corporations may Enforce Mechanics' Liens. A corporation, being a mere collection of natural persons, and being, under a principle of interpretation, a "person," within the meaning of statutes using that word, when it can be as well applied to corporations as to individuals,1 — there is no difficulty in holding that statutes giving mechanics' liens for labor done or materials used in the erection of buildings, etc., extends to cases where labor is done and materials are furnished by incorporated companies.2 Thus, a corporation may have the benefit of a mechanic's lien created in favor of "any machinist." Certainly, there is no reason why the benefit of such a lien should be extended to a partnership, and denied to the same body of individuals, if for certain reasons they should become incorporated under a general enabling act. This conclusion is clearer where there is a statute enacting that the word "person" shall include corporations. There is a doubtful decision to the effect that a private business corporation, created by articles of associa

132 U. S. 220; s. c. 10 Sup. Ct. Rep. 60. Where several adventurers agreed to organize a corporation and one of them, by an arrangement with the others, purchased land in his own name and erected a building thereon, all of which became the property of the corporation after its organization, -it was held that he was not entitled to a mechanic's lien upon the property on account of the improvements made thereon by him, because they were not made under any contract with the owner of the land, as required by the Iowa statute; but that he was entitled to judgment against the corporation for the expenditures made by him for its use and benefit. Littleton Sav. Bank v. Osceola Land Co., 76 Iowa, 660; 8. c. 39 N.W. Rep. 201. The possessory lien, which one who does work on the personal property of another delivered into his possession for that purpose,

may exercise against it until his compensation is paid, cannot be exercised against telegraph poles and wires by a contractor who has strung the wires; because a line of telegraph is real, and not personal, property. Vane v. Newcombe, 132 U. S. 220; s. c. 10 Sup. Ct. Rep. 60; Bankers' &c. Tel. Co. v. Bankers' &c. Tel. Co., 27 Fed. Rep. 536. If there were such a lien, the contractor would waive it by proceeding, though unsuccessfully, under a statute relating to mechanics' liens. Vane v. Newcombe, supra.

Ante, §§ 11, 5689, 7366; post, §§ 7790, 7804, 7900, 8059.

2 Loudon v. Coleman, 59 Ga. 653; Doane v. Clinton, 2 Utah, 417; Stout v. McLachlin, 38 Kan. 120; Fagan v. Boyle Ice Machine Co., 65 Tex. 324. 3 Ibid.; construing Ga. Code, § 1966. Fagan v. Boyle Ice Machine Co., 65 Tex. 324.

tion under a general enabling statute, cannot have a mechanic's lien for doing something in excess of the powers which they have taken to themselves in their articles. The articles described the objects for which the corporation was created, to be manufacturing and selling lumber, and it was held that the corporation could not have a mechanic's lien for labor performed in the constrution of a building.' But this decision proceeded partly upon the principle that the remedy given by statutes creating mechanics' liens, is an extraordinary one, "in derogation of common law and ought to be strictly construed."

§ 7760. Who may Appeal from Judgments against Corporations. In an action against an insolvent corporation, under a statute of Minnesota, a creditor, who has become a party and proved his claim, may appeal from an order directing a sale of the property, as well as an order confirming such sale." Separate creditors of an insolvent corporation, who have a common interest in the reversal or modification of a decree as to the mode of payment of their claims, and who are all aggrieved in the same way and by the same portion of the decree, may join in prosecuting an appeal there from. Elsewhere we have had occasion to consider the statute of New York permitting the examination of parties and its application to corporations." It has been held in that State that a defendant corporation is the party aggrieved by, and can therefore properly appeal from,

1 Dalles Lumber &c. Co. v. Wasco Woollen Man. Co., 3 Or. 527.

* See Kendall v. McFarland, 4 Or. 292, 328, where this interpretation is repeated, citing the preceding case. It may be suggested here that many courts construe mechanics' liens remedially and beneficially, as the legistature in enacting them manifestly intended. There is authority for the proposition that mechanics' lien laws do not extend to municipal corporations, so as to give the right to such a corporation to establish and

enforce such a lien for municipal charges, unless specially authorized by statute. Mauch Chunk v. Shortz, 61 Pa. St. 399; Yates v. Meadville, 56 Pa. St. 21; Philadelphia v. Greble, 38 Pa. St. 339.

Minn. Gen. Stat. 1878, ch. 76. Hospes v. Northwestern Man. &c. Co., 41 Minn. 256; s. c. 43 N. W. Rep. 180.

• Re California Mut. L. Ins. Co., 81 Cal. 364; s. c. 22 Pac. Rep. 869.

• Ante, § 7412.

an order requiring its chairman to be examined, for the purpose of enabling plaintiff to frame his complaint.' Where an action was brought by the board of managers of a corporation in its corporate name, and a body claiming to be the successors of such board moved to dismiss the action, and their motion was sustained, it was held that the old board should have been allowed to appeal, in order that the appellate court might finally decide which of the two boards was legally constituted."

§ 7761. Questions Which may be Considered on Such Appeals. In an action against an insolvent corporation under a Minnesota statute, where an appeal is prosecuted by a creditor, who has become a party and proved his claim, from an order confirming a sale of the property of the corporation, the appellate court may consider both the legality of the sale and the adequacy of the price. Mere discretionary action is not

reviewable on appeal; therefore, where a court, acting under a statute,' had granted the petition of a corporation to change its corporate name, against the objection of another corporation, made on the ground that the name sought to be assumed by the petitioner so nearly resembles its own as to lead to confusion and result in injury to the objector, the appeal presented nothing for review, and was accordingly dismissed. The court proceeded upon the ground that the statute, by authorizing the court to grant the order where it appears "that there is no reasonable objection to such corporation changing its name," put the granting or refusal of it within the discretion of the court, which discretion was not reviewable on appeal unless plainly abused."

§ 7762. Status as Suitors of Corporations Owned by the State.-Corporations organized for private purposes and owned by the State, such as banks under some of the former systems, are private corporations, and stand as such before the court in all matters of litigation, and are not allowed to exercise any of the sovereign privileges of the State. The doctrine is that when a State goes into a private business, it casts off its sovereignty pro hac vice, and the corporation through which it acts stands on the footing of any similar corporation. The former State Bank of Arkansas, for instance, bringing a bill for an injunction was required to verify the allegations of its bill, and to give bond, like other suitors, and was not allowed to prosecute its suit under cover of privileges belonging alone to the State, by uniting the State as a complainant.'

Laws N. Y. 1870, ch. 322. Re United States Mercantile Reporting Co., 115 N. Y. 176; s. c. 24 N. Y. St. Rep. 548; 21 N. E. Rep. 1034. Compare ante, § 287, et seq. 6166

Ante, § 1133. Compare ante, § 5384.

Ex parte State and State Bank, 15 Ark. 263.

SECTION

CHAPTER CLXXXVII.

INJUNCTIONS IN SUCH ACTIONS.

7767. Scope of this chapter.
7768. Restraining ultra vires acts of
corporations injurious to pri-
vate right.

7769. Injunctions against breaches of
contracts.

7770. Enjoining a corporation from breaking the contracts of its stockholders.

7771. Enjoining corporations from committing trespasses upon property.

7772. Enjoining the unlawful appropriation of private property for public purposes.

7773. Whether such an injunction ought to be denied on the ground of adequate remedy at law.

7774. Enjoining the ultra vires acts of corporations injurious to public right.

7775. Such jurisdiction supported upon the ground of trust.

SECTION

7776. Injunctions to restrain invasions of corporate franchises. 7777. When not necessary to establish the franchise in a trial at law.

7778. To enjoin State railroad com-
missioners from establishing
rates and charges.

7779. To enjoin State railroad com-
missioners from enforcing
unreasonable rates.
7780. Whether a bill for an injunction
against railway commission-
ers is a suit against the State.
7781. At the suit of private persons
to compel corporations to
perform their public duties.
7782. Injunctions against strikes, boy-
cots, and other combinations
among workingmen.
7783. Other decisions illustrating the
use of injunctions in the case
of corporations.

7784. Cases where such injunctions
not granted.

8 7767. Scope of This Chapter. We have already had occasion to consider the use of the remedy in equity by injunction in many relations, to protect rights in corporations. It is proposed to collect in this chapter a number of additional decisions which have come under the eye of the author, and to present them without much claim to logical sequence or to completion.

8 7768. Restraining Ultra Vires Acts of Corporations Injurious to Private Right.-There is no doubt whatever, either in England or America, of the jurisdiction of courts of