If by his authority, consent, or connivance, the presumption is absolute that he was so held out to every creditor or customer. If so held out by his own negligence only, he should be held only to a creditor who had been actually misled thereby." "1 SECTION 57. EXEMPTIONS. 21 At the trial of the case of Pond vs. Kimball, in the Superior Court of Middlesex County, Massachusetts, it appeared that plaintiffs were copartners; that all the property attached was partnership property; and that some, if not all, of it came within the exemption of the statute, part as tools and implements, part as materials and stock, unless the fact that it was partnership property prevented its coming within. such exemption. The presiding judge ruled that the fact that it was partnership property did not render it liable to attachment if it would otherwise have been exempt. This decision was reversed by the Supreme Court, which said: "The exemption, in our opinion, is several, and not joint. It applies to the debtor in the singular number, and is personal and individual only. If he desires to form a partnership and combine his means with those of one, or more than one other person, he must take the precaution to retain exclusive ownership of his tools and implements, allowing the use of them to his associates, or he will lose entirely the benefit of the statutory exemptions as to that kind of property." " 22 "Poillon vs. Secor, 61 N. Y., 456. "Bond vs. Kimball, 101 Mass., 105. CHAPTER I. DEFINITION AND CLASSIFICATION. SECTION 1. DEFINITION. An early common law definition of a corporation is "a franchise created by the King, and is a body constituted by policy, with a capacity to take and do." 1 The famous definition of Chief Justice Marshall in the Dartmouth College Case', was as follows: "A corporation is an artificial being, invisible, intangible and existing only in contemplation of law. Being the mere creature of law, it possesses only those properties which the charter of its creation confers upon it, either expressly or as incidental to its very existence. These are such as are supposed best calculated to effect the object for which it was created. Among the most important are immortality, and, if the expression may be allowed, individuality; properties by which a perpetual succession of many persons are considered as the same, and may act as a single individual. They enable a corporation to manage its own affairs, and to hold property without the perplexing intricacies, the hazardous and endless necessity, of perpetual conveyances for the purpose of transmitting it from hand to hand. It is chiefly for the purpose of clothing bodies of men, in succession, with these qualities, and capacities, that corporations were invented, and are in use. By these means, a perpetual succession of individuals are capable of 14 Comyn. Digest, p. 465. Dartmouth College vs. Woodard, 4 Wheaton, quoted with approval in many decisions by the Supreme Court of the United States, and by the Supreme Courts of the various states. acting for the promotion of the particular object, like one immortal being." ing: The best recent definition is probably the follow "A corporation is a collection of natural persons, joined together by their voluntary action or by legal compulsion, by or under the authority of an act of the legislature, consisting either of a special charter, or of a general permissive statute, to accomplish some purpose, pecuniary, ideal, or governmental, authorized, by the charter or governing statute, under a scheme of organization, and by methods thereby prescribed or permitted; with the faculty of having a continuous succession during the period prescribed by the legislature for its existence, of having a corporate name by which it may make and take contracts, and sue and be sued, and with the faculty of acting as a unit in respect of all matters within the scope of the purposes for which it is created."' Among other definitions which have been given, are the following: 994 "An artificial person, created by the Legislature." "A collection of individuals united in one body, under such a grant of privileges as secures a succession of members without changing the identity of the body, and constitutes the members for the time being, one artificial person, or legal being, capable of transacting some kind of business like a natural person. 995 "A legal person with a special name, composed • Definition of Seymour D. Thomp- People vs. Watertown, 1 Hill (N. Y.), 616, 620 (quoted in Sandford vs. New York, 15 How. Pr. (N. Y.), 172; Niagara County vs. People, 7 Hill (N. Y.), 504, 507.) |