porations, and it may, upon applying the legal rules of construction, be reasonably concluded that the term should be extended to every character of corporations which can be created by legislative power, especially those which may have imposed upon them duties for the breach of which a liability in law arises.45 § 59. Classification as Affected by Public-Service Commissions Law, or Public Utilities Act.46-Still another division of corporations, and one which is of constantly increasing importance, is that of public service or public utility corporations or companies. What are embraced within this denomination is evidenced, in some degree at least, by recent enactments of the Public Service Commissions Law in New York and the Public Utilities Act in Wisconsin. Under the former, the law applies to the public services described therein, and embraces common carriers, all railroad and street railroad corporations, by whatsoever power operated, above or below any street, etc., subways, tunnels, express companies, car, sleeping-car, freight and freight-line companies, gas and electric light, heat and power companies, doing business in the State.47 45 Murphy v. Board of Chosen and that by reason of such neglect Freeholders, 57 N. J. L. 245, 251, 31 such boards become liable in damAtl. 229, per Lippincott, J. The ages whenever the death shall be term "corporation" as contained in caused by such neglect. The act of the first section of the act entitled, 1848, to which reference is made, "An act to provide for the recovery called the Death Act, was intended of damages in cases where the death to give a right of action thereunder, of a person is caused by wrongful against persons or corporations upon act, neglect or default," approved whom a liability was imposed, if March 3, 1848 (Rev. p. 294), in- death had not ensued, and in the abcludes within its meaning the boards sence of any language in the act, of chosen freeholders of the respec- which either expressly or impliedly tive counties of this State, as public excludes public corporations, it is corporations, having by the act of upon principle clear that they are in1860 (Rev. p. 86, § 1) imposed upon cluded within the provisions of the them a liability for damages for per- statute, which being remedial, must, sonal injuries occasioned by their in its nature, be liberally and beneneglect to erect, rebuild or repair ficially interpreted. bridges in such manner as not to be dangerous to public travel over them, 46 See § 104, herein. Commissions Under the latter statute 48 in 1907 were included telegraph companies, urban street railway companies, and all public utility companies, and under the act of 1905 creating the commission, all common carriers, including steam railroads, interurban electric railroads; bridge and terminal companies, express companies, car and sleeping-car, freight and freightline companies were included.50 Law, Laws N. Y., 1907, ch. 429. See §§ 52-54; and Chap. VI, herein. ment or any part of a plant or equipment within the State, for the conveyance of telephone messages or for the production, transmission, delivery or furnishing of heat, light, water or power either directly or indirectly to or for the public." Pub "The provisions of this article shall apply to the transportation of passengers, freight or property, from one point to another within the State of New York, and to any common carrier performing such service." lic Utilities Act, Laws Wis., 1907, Id., art. II, § 25. "This article shall apply to the manufacture and furnishing of gas for light, heat or power, and the generation, furnishing and transmission of electricity for light, heat or power." Id., art. IV, § 65. The p. 449, ch. 499, § 1797m-1, subdv. 1. "The term 'service' is used in this act in its broadest and most inclusive sense." Public Utilities Law, Laws Wis., 1907, p. 449, ch. 499, § 1797m–1, subdv. 4. 49"Railroad Act" of 1905. terms "Corporation," 50"The railroad commission of "Common Carrier," 'Railroad," Wisconsin is vested with power and "Railroad Corporation," "Street jurisdiction to supervise and reguRailroad," "Street Railroad Cor- late every public utility in the State poration," "Gas Corporation," and to do all things necessary and "Electrical Corporation," "Trans- convenient in the exercise of such portation of Property or Freight" power and jurisdiction." Public and "Municipality" are defined in Utilities Law; Laws Wis., 1907, p. said act, art. 1, § 2. See §§ 52-54, 449, ch. 499, § 1797m-2. and Chap. IV, herein. 48 Public Utilities Act, Laws Wis., 1907, p. 449, ch. 499, § 1797m-1, subdv. 1. "The term 'public utility' as used in this act shall mean and embrace every corporation, company, individual, association of individuals, their lessees, trustees or receivers appointed by any court whatsoever, and every town, village or city that now or hereafter may own, operate, manage or control any plant or equip The "Railroad Act" of 1905; Laws of Wis., 1905, p. 549, ch. 362, was entitled "An act, to regulate railroads and other common carriers in this State, create a board of railroad commissioners, fix their salaries, define their duties, prevent unjust discriminations, insure an adequate railway service, prescribe the mode of procedure and the rules of evidence in relation thereto, prescribe penalties for violations, and making an appropriation therefor." § 60. Corporation Considered as Civil or Political Institution-Distinction Between Incorporation and Corporation-Distinction Between Public and Private Corporations. -It is declared in an Ohio case, decided in 1853, that: "A corporation is a civil institution. It is established by a law of the State from considerations of public policy. Its existence, its capacities and its powers are all conferred by law from some real or supposed public benefit to result from it. If this mere creature of the law thus instituted or established, be not a political institution of the State, it would be difficult to conceive under what other denomination it could be placed by any sensible distinction, which could be invented. Mr. Kyd, a reputable elementary author, has furnished the following comprehensive and descriptive definition: A corporation or body politic, or body incorporate, is a collection of many individuals, united in one body, under a special denomination, having perpetual succession under an artificial form, and vested by the policy of the law with a capacity of acting, in several respects, as an individual, particularly of taking and granting property, contracting obligations and of suing and being sued; of enjoying privileges and immunities in common, and of exercising a variety of political rights, more or less extensive, according to the design of its institution, or the powers conferred upon it, either at the time of its creation, or at any subsequent period of its existence. '51 In England a corporation is usually created by a charter granted by the king, but sometimes by an act of Parliament. But the Supreme Court of the United States say, in Bank of Augusta v. Earle, 52 'In this country no franchise can be held, which is not derived from the law of the State.' In the latest edition of Angell & Ames on Corporations 53 the authors say: 'The words incorporation and corporation are frequently confounded, particularly in the old books. The distinction between them is, however, obvious; the one is a political institution, the other $1 Kyd on Corp., 13. $2 13 Pet. (38 U. S.) 519, 10 L. ed. 274. 53 Pages 3 and 4. only the act by which that institution is created. When a corporation is said to be a person it is understood to be so only in certain respects, and for certain purposes, for it is strictly a political institution.' 54 It matters not that private or individual interests may be invested in the corporation, or under authority of the charter, so far as this denomination of the institution is concerned. Individual interests or investments in private property exist under a great variety of the civil institutions of the State. Private institutions are those which are created or established by private individuals for their own private purposes. Public institutions are those which are created and exist by law or public authority. Some public benefits or rights may result from the institutions of private individuals or associations. So also some private or individual rights may arise from public institutions. The only sensible distinction between public and private institutions is to be found in the authority by which, and the purpose for which, they are created and exist. Because, therefore, a corporation may fall under the denomination of private corporations, in the artificial distinction between public and private corporations, it is none the less a public or political institution. The distinction between public and private corporations is somewhat arbitrary, and by no means determines whether the corporation is a public or private institution. If the stock. in a banking, railroad, or insurance corporation, be exclusively owned by the government, the institution is denominated a public corporation; but if a private individual be allowed to own a single share of the stock, in common with the government, it is said that it becomes a private corporation. Eleemosynary corporations, established for the purpose of public charity or for the advancement of religion, education or literature, upon donations or bequests made exclusively for 54 "A grant of incorporation is to 5 Sup. Ct. 208, 28 L. ed. 794, per bestow the character and properties Field, J., quoting from Providence of individuality on a collective and Bank v. Billings, 4 Pet. (29 U. S.) changing body of men." Kansas 514, 562, 7 L. ed. 939, per Marshall, Pac. Rd. Co. v. Atchison, Topeka & C. J.; adding: "This capacity is alSanta Fe Rd. Co., 112 U. S. 414, 416, ways given to such a body." these great and beneficial public purposes without right to or expectation of dividends, repayment or other individual or private interest therein in future, are denominated private corporations. But an incorporated village in the use and expenditure of whose property, the citizens of the village have individual and private interests, and receive daily individual and private benefits, is denominated a public corporation. To say that an incorporated bank, authorized and created from considerations of public policy, and endowed by law with extraordinary power and sovereign attribute of creating in fact, the circulating medium of the country, and regulating the standard of value, is not a public institution of the State adopted for the purposes of internal government, because it falls under the artificial denomination of private corporations, would be arrogant absurdity. And it would be equally as absurd to treat a railroad corporation as a private institution, which is endowed with extensive powers, and the extraordinary sovereign authority of exercising the right of eminent domain by taking private property for public purposes. In truth and in reality, whatever arbitrary or fictitious distinctions may be created by mere verbiage, these corporations are, in fact, public institutions, created by public authority, from considerations of public policy, and endowed with highly important civil power for the advancement of public welfare. It would be unreasonable at least (to speak with the greatest moderation) to say, that because some private interests are invested in these corporations, that, therefore, they must be denominated private institutions, and for that reason placed beyond the reach of responsibility to the law-making power of the State by which they are created. *** It is admitted upon all hands, that the legislature has control over those corporations which are denominated public corporations, either to modify or to repeal their charters, as will best subserve the public interests. But it is claimed that the charters of those corporations, technically denominated private corporations, must be regarded as contracts, and therefore beyond the control and regulation of the law-making power of the State. And this, |