ministration of justice. With scarcely an exception, all the powers and functions of the county organization have a direct and exclusive reference to the general policy of the State, and are, in fact, but a branch of the general administration of that policy." 1

§ 24. Same subject. An incorporated city or town sometimes embraces by legislative provision two distinct corporations, as for example, the municipal and the school corporation existing within the same territory. It is in such cases a distinct corporation for school purposes, and under the statute or charter may be bound as such for the contract price of materials furnished and labor performed by another in the erection of a school building for such corporation.2 More generally, however, school-districts are organized under the general laws of the State, and fall within the class of corporations known as quasi corporations.3

§ 25 (10 a). Same subject. Distinction between Public and quasi and Municipal Corporations. Civil corporations are of different grades or classes, but in essence and nature they must all be regarded as public. The school-district or the road-district is usually invested by general enactments operating throughout the State with a corporate character, the better to perform within and for the locality its special function, which is indicated by its name. It is but an instrumentality of the State, and the State incorporates it that it may the more effectually discharge its appointed duty. So with counties. They are involuntary political or civil divisions of the State, created by general laws to aid in the administration of government. Their powers are not uniform in all the States, but these generally relate to the administration of justice, the support of the poor, the establishment and repair of highways, - all of which are matters of State, as distinguished from municipal concern. They are purely auxiliaries of the State; and to the general statutes of the State they owe their creation, and the statutes confer upon them all the powers they possess, prescribe all the duties they owe, and impose all liabilities to which they are subject.1 Considered with respect to the limited number of their corporate powers, the bodies above named rank low down in the scale or grade of corporate existence; and hence have been frequently termed quasi corporations. This designation distinguishes them on the one hand

mental enactments. School-districts are in New Hampshire quasi corporations of the most limited powers known to the laws. They have no powers derived from usage. They have the powers expressly granted to them, and such implied powers as are necessary to enable them to perform their duties, and no more. Among them is the power to vote money for specified purposes, and the power to appoint committees 'to carry their votes' relative to those purposes into effect.' The district may clearly, by their votes for building and repairing school-houses, limit the expense to a definite sum; and they may limit the precise repairs or the exact description of the school-house to be built, and when this is done the committee (appointed to 'carry the votes into effect') cannot bind the district by exceeding those limits. These committees are special agents, without any general powers over the affairs of the district, and their powers are confined to a special purpose; and no inference can be drawn from the general nature of their

powers. The liability of such powers to abuse furnishes the strongest arguments against their existence," as a committee might load the district with debts, though the district had expressly limited their authority. See also Wilson v. School Dist., 32 (N. H.) 118 (1855); Foster v. Lane, 10 Foster, 30 (N. H.) 305, 315; Giles v. School Dist., 11 Fost. 31 (N. H.) 304; Scales v. Chattahoochee County, 41 Ga. 225 (1870); Rogers v. People, 68 Ill. 154 (1873), citing text. So also Beach v. Leahy, 11 Kansas, 23, 30 (1873). A schooldistrict is bound by the contract of its board for repairs of its school-house, notwithstanding that a given sum had been voted for such repairs and expended for such object. Conklin v. School Dist. 22 Kansas, 521. And under a parol contract. Cases in note 2, supra.

1 Ante, secs. 9, 12, 14, 17, 19-23. Post, secs. 46, 963-966, 1014.

2 Hamilton County v. Garrett, 62 Tex. 602.

from private corporations aggregate, and on the other from municipal corporations proper, such as cities or towns acting under charters, or incorporating statutes, and which are invested with more powers and endowed with special functions relating to the particular or local interests of the municipality, and to this end are granted a larger measure of corporate life.

26. Same subject. It will appear hereafter that nearly all of the courts have drawn a marked line of distinction between municipal corporations and quasi corporations, in respect to their liability to persons injured by their neglect of duty; holding the former liable, without an express statute giving the action, in cases in which the latter are not considered liable unless made so by express legislative enactment. One reason given for the distinction is, that with respect to local or municipal powers proper (as distinguished from those conferred upon the municipality as a mere agent of the State) the inhabitants are to be regarded as having been clothed with them at their request and for their peculiar and special advantage, and that as to such powers and the duties springing out of them, the corporation has a private character, and is liable, on the like principles and generally to the same extent as a private corporation. This subject will be fully examined in its appropriate place, and is alluded to here only for the purpose of noting the distinction which has been made between municipal and public corporations. But that a municipal corporation is in any just view a private corporation, or possesses a double character, the one private and the other public, although often asserted, is only true in a modified sense. their nature and purposes, municipal corporations, however numerous and complex their powers and functions, are essentially public.2

In

§ 27. Same subject. Concerning the distinction mentioned in the preceding section, the following views may, perhaps, on principle be

1 Post, ch. xxiii. Text approved. Hannon v. St. Louis County, 62 Mo. 313, 316 (1876); Heller v. Stremmel, 52 Mo. 309 (1873); State v. Leffingwell, 54 Mo. 458, 471 (1873); Union Township v. Gibboney, 94 Pa. St. 534.

2 The doctrine of the private character of municipal corporations, as respects their property rights, is argued with great force by Cooley, J., in People v. Detroit, 28 Mich. 228; s. c. 15 Am. Rep. 202. See post, ch. iv, secs. 58, 72, 73. In the Roman law, see ante, sec. 3. The author allows

the last two sentences of the text, as they appeared in the third edition, to stand. But to prevent misconception he now adds that while, in his judgment, a municipal corporation is essentially a public and not in any true sense a private corporation, still it does not follow that it may not have, under the Constitutions of the States, certain primordial and fundamental rights, which, although they are not beyond legislative regulation, are nevertheless beyond legislative destruction. See post, ch. iv.

considered as sound. As respects the usual and ordinary legislative and governmental powers conferred upon a municipality, the better to enable it to aid the State in properly governing that portion of its people residing within the municipality, such powers are in their very nature public, although embodied in a charter and not conferred by laws general in their nature and applicable to the entire State. But powers or franchises of an exceptional, or extraordinary or non-municipal nature may be, and sometimes are, conferred upon municipalities, such as are frequently conferred upon individuals or private corporations. Thus, for example, a city may be expressly authorized in its discretion to erect a public wharf and charge tolls for its use, or to supply its inhabitants with water or gas, charging them therefor and making a profit thereby. In one sense such powers are public in their nature because conferred for the public advantage. In another sense they may be considered private, because they are such as may be, and often are, conferred upon individuals and private corporations, and result in a special advantage or benefit to the municipality as distinct from the public at large. In this limited sense, and as forming a basis for the implied civil liability for damages caused by the negligent execution of such powers, it may be said that a municipality has a private as well as a public character. And so, as hereafter shown, a municipality may have property rights which are so far private in their nature that they are not held at the pleasure of the legislature.*

§ 28 (11). The New England Town. In the New England States, public corporations have, in many respects, a peculiar character. In some instances, there are acts incorporating cities, giving them defined powers and providing a special mode of government; but even then the general laws in relation to towns, when not inconsistent with the provisions of the local act, ordinarily apply to the places specially incorporated. In the New England town proper, the citizens administer the general affairs in person, at the stated corporate or town meetings, and through officers elected by themselves. The towns are charged with the support of schools, the

1 See cases cited post, sec. 66; and for illustrations and application of the doctrine, post, secs. 57, 58, 775; also chap. xxiii., Actions, secs. 963-967, 1014, 1018. See observations of Hunt, J., in Barnes v. District of Columbia, 91 U. S. 540 (1875); and of Gray, C. J., in Hill v. Boston, 122 Mass. 344 (1877), noted infra,

sec. 965.

2 Pittsburg v. Grier, 22 Pa. St.53 (1853); post, sec. 113, note, and the chapter xxiii. on Actions, secs. 966, 967, 980.

8 lb., post, chap. xxiii. on Actions.
Chap. iv., post.

5 In towns, according to the use of the word in the New England States and some of the others, the citizens administer the general affairs in person, in town meet

relief of the poor, the laying out and repair of highways, and are empowered to preserve peace and good order, maintain internal police, and direct and manage generally, in a manner not repugnant to the laws of the State, their prudential affairs; and for defraying these and all necessary and lawful charges, they may levy and collect taxes. Speaking generally, the New England towns are organized after the same model; and an exact notion of their character will be best obtained by reference to the leading statutory provisions in Massachusetts respecting them, given in the note.1 The town in