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VOLUMES AND CASES TO BE INCLUDED.

SUPREME COURT REPORTS.

Vols. Black, 2; Cranch, 9; Dallas, 3; Howard, 24; Otto, 16; Peters, 16; Wallace, 23; Wheaton, 12,

105 CIRCUIT AND DISTRICT COURT REPORTS.

Abbott's Admiralty, 1; Abbott's U. S., 2; Baldwin, 1; Bee, 1; Benedict, 10; Bissell, 9;

Blatchford, 19; Blatchford's Prize Cases, 1; Blatchford & Howland, 1; Bond, 2;
Brown, 1; Chase, 1; Clifford, 4; Crabbe, 1; Cranch, C. C., 5; Curtis, 2; Daveis, 1;
Deady, 1; Dillon, 5; Flippin, 2; Fisher's Prize Cases, 1; Gallison, 3; Gilpin, 1;
Hempstead, 1; Hoffman, 1; Holmes, 1; Hughes, 4; Lowell, 2; McAllister, 1; Mc-
Cahon, 1; McCrary, 3; McLean, 6; Marshall, 2; Mason, 5; Newberry, 1; Olcott, 1;
Paine, 2; Peters' C. C., 1; Peters' Admiralty, 2; Sawyer, 7; Sprague, 2; Story, 3;
Sumner, 3; Taney, 1; Wallace, C. C., 1; Wallace, Jr., 3; Ware, 2; Washington, 4;
Woods, 3; Woodbury & Minot, 4; Woolworth, 1; Van Ness, 1,

142 OPINIONS OF ATTORNEYS-GENERAL AND COURT OF CLAIMS,

33 FEDERAL REPORTER,

12 PARTIAL LIST OF FEDERAL CASES TAKEN FROM OTHER SOURCES.

Smith (N. H.); 3 and 4 Day (Conn.); 16, 32 and 34 Conn. ; 2 Brown (Pa.); 6 Call (Va.);

2 Martin (N. C.); 25 Sup. Tex. ; Cooke (Tenn.); Overton (Tenn.); Vt. Reps., 20-25, and 29; 35 Georgia; American Law Register, 30 Vols.; Brewster (Pa.), 3 and 4; Legal Gazette Reports (Pa.), 1; 2 Haywood (N. C.); Pittsburgh Reports, the Pittsburgh Legal Journal, 3 Vols.; The Philadelphia Reports, 12 Vols. - a reprint of the Legal Intelligencer,

20

THE WHOLE, IN ORIGINAL VOLUMES, MAKE A TOTAL OF

312

ABBREVIATIONS.

Abbott's Admiralty Abb. Adm.
Abbott's U.S...

Abb.
Albany Law Journal ...... Alb. L. J.
American Law Register... Am. L. Reg.
Baldwin

Bald.
Bee..

Bee. Benedict

Ben. Bissell.

Biss. Black.

Black. Blatchford..

Blatch, Blatchford's Prize Cases... Bl. Pr. Cas. Blatchford & Howland.... Bl. & How. Bond

Bond. Brewster.

Brewster. Brockenbrough

Marsh. Brown.....

Brown. Call ..

Call (Va.). Central Law Journal.. Cent. L. J. Chase's Decisions.

Chase's Dec. Chicago Legal News Ch. Leg. N. Clifford

Cliff. Colorado Territory. Colo. T'y. Connecticut Reports.. Conn. Cooke .....

Cooke (Tenn.). Court of Claims.

Ct. CI. Crabbe

Crabbe. Cranch

Cr. Cranch's Circuit Court.... Cr. C. C. Curtis ...

Curt. Dakota Territory.

Dak. T'y. Dallas

Dal. Daveis..

av. Day

Day (Conn.). Deady.

Deady. Dillon

Dill. Federal Reporter..

Fed. R. Fisher's Patent Cases.. Fish. Pat. Cas. Flippin

Flip. Gallison

Gall. Gilpin

Gilp. Hempstead

Hemp. Hoffman.

Hoff. Holmes.

Holmes. Howard

How, Hughes ...

Hughes. Law and Equity Reporter.. Law & Eq. Rep. Legal Gazette Reports. Leg. Gaz. R.

Lowell

Low, McAllister..

McAl. McCahon..

McCahon. McCrary

McC. McLean

McL. MacArthur

MacArth. Marshall .

Marsh. Martin.

Martin (N. C.). Mason

Mason. Montana Territory

Mont. T'y. Newberry.

Newb. National Bankruptcy Register

N. B. R. Olcott

Olc. Opinions of Attorneys-General..

Opp. Att'y Genl. Oregon

Oreg. Otto.

Otto. Overton

Overton (Tenn.). Paine.

Paine. Peters

Pet. Peters' Admiralty.

Pet. Adm. Peters' Circuit Court

Pet. C. C. Philadelphia Reports Phil. Pittsburgh Reports

Pittsb. R. Sawyer.

Saw. Smith

Smith (N. H.). Sprague

Spr. Story

Story. Sumner

Sumn. Taney

Taney. Utah Territory

Utah Ty. Vermont Reports

Vt. Wallace

Wall. Wallace's Circuit Cours Wall. C. C. Wallace, Jr...

Wall, Jr. Ware ...

Ware. Washington.....

Wash. Washington Territory.

Wash. T'y. Wheaton

Wheat. Wheeler's Criminal Cases .. Wheeler. Woods.....

Woods. Woodbury & Minot

Woodb. & M. Woolworth

Woolw. Wyoming Territory

Wyom. Thy. Van Ness

Van Ness.

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[See BANKS; BANKS, NATIONAL. Railroad Mortgages, see CONVEYANCES. As to Express Companies and other Carriers, see CARRIERS. Liens on Railroads, see LIENS. Railroad Lands, see LANDS. Municipal and other Cor. porate Securities, see BONDS. As to constitutional questions, see CONSTITUTION AND LAWS.]

A. PRIVATE CORPORATIONS.
B. MUNICIPAL CORPORATIONS.

A. PRIVATE CORPORATIONS.

I. CREATION, NATURE, NAME AND DURA

TION, SS 1-73.
II. SUBSCRIPTIONS AN STOCK, SS 74-329.
III. PERSONAL LIABILITY OF STOCKHOLDERS,

SS 330_428.
IV. TRANSFER OF STOCK, SS 429-532.

V. RIGHTS OF STOCKHOLDERS, SS 533–659.
VI. OFFICERS AND AGENTS, SS 660-779.

VII. POWERS, DUTIES AND LIABILITIES,

SS 780–1030.
VIII. CONTRACTS, SS 1031-1076.
IX. FOREIGN CORPORATIONS, SS 1077-1248.
X. REGULATION AND CONTROL, SS 1249–

1424.
XI. DISSOLUTION, SS 1425–1499.
XII. RAILWAY COMPANIES, SS 1500–1842.
XIII. MISCELLANEOUS, SS 1843–1951.

I. CREATION, NATURE, NAME AND DURATION.

SUMMARY Created by general law, SS 1, 3, 4.- Grant to a corporation not organized, $ 2.

English joint stock company, $ 5.— Special legislation, $ 6.- Estoppel to deny validity of

act, $7. $ 1. An association authorized by a general law, providing the mode in which associations shall be organized, conferring upon them the ordinary powers of corporations, and expressly providing that such an association when formed shall “constitute a body corporate and politic in fact and in name,” is a corporation, Falconer v. Campbell, SS 8–15. See $ 50.

§ 2. A charter, in so far as it is a grant to a corporation not organized until after the charter is given, is a grant to a person not in esse; but is not objectionable on this ground. Ibid.

$ 3. The fact that an indefinite number of corporations may be created under a general law is not objectionable. Ibid.

$ 4. A constitutional provision that “the legislature shall pass no act of incorporation, unless with the assent of at least two-thirds of each house,” is not an inhibition of the creation of corporations by general law. Ibid.

$5. An English “joint stock” company is a “corporation," and taxable as such, although its members are individually liable for its debts, and although it cannot sue or be sued in its corporate name. Liverpool Ins. Co. v. Massa chusetts, SS 16-19.

$ 6. A special act of the legislature authorizing an existing railway corporation to buy another railroad and to change its name is not in contravention of a constitutional provision forbidding the creation of corporations by special act. Wallace v. Loomis, SS 20-26. See $ 41.

$ 7. One who buys bonds and goes into court claiming rights under a mortgage made to secure them, which recognizes the act creating the company, cannot deny the validity of such act. It is by virtue of it alone that he has any standing in court. Ibid. [NOTES. - See S 27-73.]

* Edited by ADELBERT HAMILTON, Esq., of the Chicago Bar. VOL X-2

17

FALCONER v. CAMPBELL.

(Circuit Court for Michigan: 2 McLean, 195–213. 1840.) Opinion by the Court..

STATEMENT OF Facts.--. This action is brought against the directors of the Detroit City Bank to recover from them the amount of a bill of exchange, drawn by the bank in favor of the plaintiffs, on the Albany City Bank of New York, which was protested for non-payment.

The declaration states that whereas, heretofore, in the year 1837, books were opened to receive subscriptions of stock for a bank to be called the Detroit City.Bank, under the act entitled “ An act to organize and regulate banking associations,” which subscriptions were received. That afterwards the defendants were elected directors of said Detroit City Bank or banking association, and then and there entered into the duties of their offices, respectively, as directors of said bank. That Frederick II. Harris was elected cashier of the bank, and that the defendants, claiming to have complied with all the provisions and requirements of said act of the legislature, and claiming to constitute a body corporate under the name of the Detroit City Bank, at Detroit, commenced doing business as a bank or banking association, under the name aforesaid, and by virtue of said act of the legislature; and continued to do business as a bank until the 10th of February, 1839, when the bank failed. And the plaintiffs aver that the bank then and there becaine insolvent, and is still insolvent, and that the defendants continued to act as directors of the bank the whole time aforesaid; and that, as directors, they became subject to the provisions of an act to amend “An act entitled 'an act to organize and regulate banking associations, and for other purposes,'” which took effect the 10th January, 1838. And the plaintiffs aver that the 6th December, 1838, the bank, by its cashier, made its bill of exchange, directed to the cashier of the Albany City Bank, of the state of New York, for $717.39, to be paid in six months after the date thereof to John Falconer & Co., who indorsed the same to the plaintiffs. That the bill, not being paid at maturity, was protested, of which due notice was given; and that, by force of the statute, the defendants became liable to pay, etc. In the second count the plaintiffs allege that "the said Detroit City Bank was organized and transacted business as a banking institution,” etc., and the same allegation is contained in the third count, which is a general one.

The defendants filed a general demurrer, and in the argument it is insisted that the declaration, in several particulars, is insufficient. Before these are considered we will examine the principal questions raised by the demurrer. These are: First. Are the associations authorized by the general law corporations? Second. Had the legislature power to pass such a law?

$ 8. Whether certain associations are corporations.

The act in question is entitled “An act to organize and regulate banking associations." The first, second, third, fourth, fifth, sixth and seventh sections provide in what mode the associations shall be formed. Application is to be made, in writing, to the treasurer and clerk of the county where the business is to be transacted, stating the amount of capital proposed. Of this application public notice is required to be given. Bond in the sum of $30,000, to be approved of by the treasurer and clerk, must be entered into. The capital stock is limited, and the subscriptions are to be received and apportioned, etc. Ten per cent. on shares subscribed is required to be paid. And when the

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capital stock of the proposed association shall be subscribed and ten per cent. paid, on notice being given to the stockholders, they are authorized to meet and elect nine directors, a majority of whom are authorized to manage the affairs of the association. They are required to elect one of their number president; and in the ninth section it is provided that “all such persons as shall become stockholders of any such association shall, on compliance with the provisions of the act, constitute a body corporate and politic in fact and in name, and by such name as they shall designate and assume to themselves, etc.; and by such name they and their successors shall and may have continued succession, and shall, in their corporate capacity, be capable of suing and being sued, pleading and being impleaded, etc., in all courts whatsoever; and that they and their successors may have a common seal, and by such name as they shall designate, adopt and assume as aforesaid, shall be in law capable of purchasing, holding and conveying any estate, real or personal,” etc. By the fifteenth section the directors for the time being, or a majority of them, have power to make by-laws.

The ordinary powers of a corporation are — 1. Perpetual succession; 2. To sue and be sued, and to receive and grant by their corporate name; 3. To purchase and hold lands and chattels; 4. To have a common seal; and 5. To make by-laws. Some of these powers are incidents to a corporation, but they are all, generally, expressly given by statute in this country; and these powers are all given in the act under consideration. It expressly provides that the association authorized by the act, when formed, shall “constitute a body corporate and politic in fact and in name.” The act not only gives in terms all the requisites to constitute a corporation, but the body, when formed, is technically designated by it as such. Where, then, is the ground for argument or doubt on the subject? Did not the legislature comprehend the force of the language they used? They have created an artificial being, giving to it, in well-defined terms, its just proportions and powers, and have called it by its appropriate and technical name. Could the legislature, in language more clear and forcible, have created a corporation? Not a quasi corporation; not a joint stock company, or a limited partnership, but, substantially and technically, a corporation. In illustration of this act of the legislature, it is unnecessary to refer to the mode of creating corporations in England by grant from the crown, or point out the distinction which may exist between a body thus created and one created by a statutory grant; or between an ancient and modern being of this sort. It is enough to know that it is not essential to the character of a corporation that its powers should be equal to any similar association, either ancient or modern. It is sufficient, if, in its corporate name, it exercises the powers and rights of a natural person in the management of its concerns. We can entertain no doubt that the associations authorized under the above act were intended to be, and are, in fact, corporations.

$ 9. Requiring the assent of two-thirds of the legislature to the creation of a corporation does not inhibit a general law of incorporation.

Had the legislature power to pass this law? This is the great question in the case, and it is fully and fairly presented by the demurrer. The second section of the twelfth article of the constitution of Michigan declares that "the legislature shall pass no act of incorporation, unless with the assent of at least two-thirds of each house." And it is earnestly, ingeniously and ably contended that this is an inhibition of the creation of corporations by a general law. That corporate powers under it can only be conferred by express enact

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