was held that damages could not be recovered from the corporate funds and that the only redress of the injured party was against the wrong-doer.1

Second. Public corporations, being agents of the sovereign state, share its immunity from suit unless in the charter or some governing statute, liability is imposed upon them either expressly or by implication. Such liability will arise where the law expressly or by necessary intendment imposes a duty upon the public corporation, gives it the means of discharging the duty and the power of raising money for the purpose of paying damages in the case of a breach, but not otherwise. In Weddle v. School Commissioners, 94 Md. 334, the daughter of the equitable plaintiff was killed by negligence in the maintenance of a school ground, under the general supervision and control of the appellee. The appellee was a body corporate with power to sue and be sued, but it had no power to raise a fund for the purpose of paying damages. It was held that the suit. could not be maintained."

$85. Crimes. The law governing the liability of a corporation for criminal offenses has developed much in the same way as that relating to its torts. Originally, the fictitious person could not commit crime; then came the rule that it might be indicted for acts of non-feasance,

1 "While this rule of law is well established, the reasons assigned for it are not uniform. Some courts hold that the funds of a charitable corporation cannot be appropriated to payment for an injury arising from the neglect or wrongdoing of its servants; others exempt charitable corporations from liability on the ground of public policy; still others hold that one who accepts the benefits of a charity assumes the risk of negligence."-6 Cyc. 975-76.

2 See also, Carter v. Worcester County, 94 Md. 626,— -a case of false imprisonment; 13 Cyc. 117; and 17 L. R. A. (N. S.) 344,

note.

such as the failure to perform some public duty; finally and by progressive stages, the rule was established as it now exists, supported by the great weight of authority, that for mis-feasance as well as for non-feasance, the corporation is indictable. There are. of course, certain crimes which in the nature of things a corporation cannot be guilty of, and similarly, there are punishments such as imprisonment, that it cannot undergo.1 It may be punished by fines and forfeitures, including forfeiture of the charter; and, in a given case, the offense of the corporation may also be the offense of some officer or agent.2

1 If a penal statute is sufficiently broad to include corporations, and inflicts both fine and imprisonment, a corporation may be fined under it. United States v. Union Supply Co., 215 U. S. 51. See also, N. Y. C. R. Co. v. United States, 212 U. S. 481.

2 See, for a full discussion of the subject, 5 Thompson Corporations, secs. 6418, etc.; 2 Morawetz Corporations, sec. 733.

PART VI.

CAPITAL STOCK.

H

CHAPTER XIV.

DESCRIPTION AND CLASSIFICATION.

§ 86. Scope of Part VI. The difficult questions of corporation law thus far treated arise mostly from the application to modern business corporations of theories evolved from the earlier types. The de facto and the estoppel doctrines applied to the defence of nul tiel corporation; estoppel applied to the defence of ultra vires;-these represent the effort of the courts to prevent, as far as possible, the injustice that sometimes results when you measure and regulate by the fiction theory all the manifold dealings between business corporations and the community.

The subject of capital stock, however, is a part of the modern law, and one might reasonably expect to find it free from conflict of decision and confusion of ideas. But here also, original conceptions have shifted; earlier views and theories have been modified or abandoned; and many important questions are answered in different and some

1 The courts formerly treated shareholding as merely an incident of membership. A member had but one vote, no matter how many shares he owned; nor could he transfer his shares to whom he pleased. In the modern view, the share, considered as transferable property, is the principal thing and membership is the incident. It is said that in the old trading companies, the capital stock was subscribed for each venture; a member might be, but was not necessarily, a shareholder.