assumpsit cannot be maintained against a corporation upon a written agreement to which the agent of the corporation has put a seal, though not the common seal of the corporation. Such an instrument is nevertheless the deed of the corporation. But the scroll or private seal of the chief engineer of a railroad corporation affixed to a contract is not the seal of the company, and will not make the contract a specialty, so as to prevent assumpsit against the company for its breach. - § 7394. Trespass.-It being settled in the modern law, contrary to earlier opinion, that a corporation can commit trespass, both upon person and property, through its agents acting in its behalf, it follows that where the common-law system of pleading prevails, an action of trespass will lie against a corporation for a direct injury done within the general scope of its corporate powers. The doctrine applies equally to municipal corporations, and, in Illinois, to towns organized under the township law; but with this limitation, that the act complained of must have been such as might have been lawfully accomplished had the municipal authorities proceeded according to law; since where the act complained of lies wholly outside of the general or special powers of the municipal corporation, it can in no event be liable.* Porter. Androscoggin &c. R. Co., 37 Me. 349. 'Saxton v. Texas &c. R. Co., 4 N. M. 201; s. c. 16 Pac. Rep. 851. Compare ante, § 5053. Ante, § 6302. • Ante, § 6303. Lyman v. White River Bridge Co., 2 Aiken (Vt.), 255; s. c. 16 Am. Dec. 705; Whiteman v. Wilmington &c. R. Co., 2 Harr. (Del.) 514; 8. c. 33 Am. Dec. 411; Underwood บ. Newport Lyceum, 5 B. Mon. (Ky.) 129; . c. 41 Am. Dec. 260; Hopkins v. Atlantic &c. Railroad, 36 N. H. 9; 8. c. 72 Am. Dec. 287, 292; Crawfordsville &c. R. Co. v. Wright, 5 Ind. 252; M'Cready v. Guardians of the Poor, 9 Serg. & R. (Pa.) 94; s. c. 11 Am. Dec. 667. That an action of trespass, for assault and battery, will lie against a railroad company, see St. Louis &c. R. Co. v. Dalby, 19 Ill. 352; ante, §§ 6304, 6306. Allen v. Decatur, 23 Ill. 332; 8. c. 76 Am. Dec. 692; Chicago v. McGraw, 75 Ill. 566, 570; Sheldon v. Kalamazoo, 25 Mich. 387; Chicago v. Turner, 80 Ill. 419, 420. § 7395. Case.-An action of trespass on the case, for malfeasance, will lie against a corporation aggregate.1 This form of action may, for instance, be maintained by a purchaser of the shares of stock of an incorporated bank against the corporation for its refusal to transfer the shares to him on its books. § 7396. Trover. - As a corporation may, through its agents, have the custody of personal property, and as it may sometimes have that custody wrongfully, it follows that it is liable in the common-law action of trover, where the common-law system of pleading prevails, or in an action of a similar nature under the modern codes of procedure, by the owner of goods and chattels, for the conversion of them to its own use. 8 7397. Replevin. For the same reason, an action of replevin will lie against a corporation, the object of this action being to recover, if possible, the specific goods or chattels and damages for their detention, and if it is not possible to recover them, then to recover their value, and also damages for their detention." 8 7398. Ejectment. The ancient notion that trespass could not be maintained against a corporation prevented, of course, corporations being made defendants in suits of ejectment. But this principle was early abandoned, and it has 1 New York v. Bailey, 2 Denio (N. Y.), 433; Harlem v. Emmert, 41 Ill. 319. 'Presbyterian Congregation v.Carlisle Bank, 5 Pa. St. 345; ante, § 2463. Yarborough v. Bank of England, 16 East, 6; Sherman v. Commercial Printing Co., 29 Mo. App. 31. That trover lies, by a shareholder, against the corporation for the conversion of his shares, see ante, § 2455. It has been held that a stock subscription list, like a promissory note or other written obligation, may be the subject of an action of replevin or long been regarded as the established law that the method of trying the title of land by ejectment extends to corporations of every kind, whether in the character of plaintiffs or defendants.' § 7399. Forcible Entry and Detainer. The same principle will support the statutory action of forcible entry and detainer against a corporation aggregate." 3 - § 7400. Slander - Libel Slander of Goods. A corporation may maintain an action for a libel; and one corporation may maintain an action against another which slanders its business and represents its product to be of inferior quality. § 7401. Book Account.-An action of "book account" may be maintained either by or against a corporation." § 7402. Account Stated. An action may be maintained against a corporation to recover upon an account stated, in like manner as against an individual, — the same presumption existing that if the account, when rendered, is not correct, the alleged debtor will make objection to it within a reasonable time. The presumption would, no doubt, have the same 1 1 Kyd on Corp. 187. See Den v. Fen, 10 N. J. L. 237. It has been held that a statute declaring any person who shall "enter into or upon any lands, tenements, or other possessions, and detain or hold the same with force and strong hand, or with weapons,' etc., guilty of a forcible entry and detainer (Mansf. Ark. Dig., § 3347), is applicable to the possession by a railroad company of a railroad, or part of a railroad, there being no reason in the nature of a possession of a section of a railroad line which takes it out of the language of such a statute, or out of the general principle which lies at the foundation of all actions of forcible entry and detainer. Iron Moun force in the case of a commercial corporation as in that of a commercial partnership; but in the case of other corporations, which act more slowly, it is conceived that it might be somewhat relaxed.1 - 7403. Use and Occupation. While an action of assumpsit will lie against a corporation for the use and occupation of land, the plaintiff waiving the tort and suing upon an implied contract, yet it has been held that a statutory "action of contract" for the use of a railroad, cannot be maintained by the owner against persons who did not recognize his title, but used the railroad adversely to him, under a bona fide claim of right, by virtue of a lease from another person.* Where a clause in § 7404. Actions on Clauses of Charter. the charter of a corporation provides that any trustee or manager shall have a claim and lien upon the proceeds of the sales of the company's property, for expenses or debts incurred by him for its benefit, this gives a remedy at law against the company to recover such expenses and debts." 87405. Actions on By-laws. - Where a right arises under the provisions of a by-law, an action, generally an action of debt at common law, will lie to enforce that right, - a subject already considered." 1 Where resolutions were adopted by the trustees of a religious society, acknowledging the justness of a claim made by the plaintiff against the corporation, fixing the amount thereof, and agreeing to pay the same in a specified time, and were duly certified by the secretary of the board of trustees, and transmitted to the plaintiff, who thereupon assented to the proposition contained in the resolutions, and agreed to accept the sum offered by the trustees, — it was held that an action would lie against the corporation, notwithstanding it had omitted § 7406. Actions for Violations of Public Duties.— In respect of the right of action against corporations, a distinction must be taken and constantly borne in mind, between the violation of a duty which the corporation owes to the public distributively, and the violation of a duty which it owes to the public in its aggregate capacity,—that is to say, to the State. In respect of its liability for a violation of a duty of the former kind, the corporation may be sued by the person to whom it owed the duty, and who was injured and damnified by its violation. In respect of a violation of a duty of the latter kind, the corporation can only be proceeded against by the State itself. A number of decisions will be found which really rest upon this distinction and conform to it, but in which the distinction itself is not clearly expressed. When a private person brings an action against a corporation in respect of the violation of some general public duty, it is sometimes loosely said that the liability of the corporation for the violation of such a duty cannot be raised in this collateral way, and that the only exception to the rule which prohibits collateral inquiry by a private citizen into the supposed illegal acts of a corporation, is where express legislative permission is granted therefor. This language does not lead the mind to a clear understanding of any principle; though the result of the decisions is that where the duty is undertaken by the corporation towards the members of the public distributively, -as where a railroad company undertakes to carry a passenger safely, or where a telegraph company undertakes to transmit a message properly, or where a canal company undertakes to keep its canal in a navigable condition for the use of its patrons, or where a municipal corporation undertakes to open a highway and keep it in repair,—the corporation is liable in an action to any individual damaged by its failure to perform the particular duty assumed. But where the duty is one that ■ Martindale v. Kansas City &c. R. Co., 60 Mo. 508, 510. Shewalter v. Pirner, 55 Mo. 218; Land v. Coffman, 50 Mo. 243; Cham bers v. St. Louis, 29 Mo. 543, 576; North Missouri Pac. R. Co. v. Winkler, 33 Mo. 354; Christian University v. Jordan, 29 Mo. 68, 71. |