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the act. People ex rel. Murphy v. Kelly, 76 N. Y. 475. vision was made for divesting the corporation of all its property, and vesting it in the two cities, not in the bridge trustees. There can be no pretence that there is any language in the act expressly creating a new corporation to take the place of the one dissolved. After the dissolution of the bridge corporation, and the acquisition of all its property, and the interest of all its stockholders on behalf of the two cities, there remained no longer any stock, or any shares of stock, or any fixed capital, or any stockholders. The two cities. became the conjoint owners of all the bridge property as the proprietors thereof in certain proportions. There could have been no intention on the part of the legislature to create a new corporation. If there had been an intention to use a corporation for the construction of the bridge, it would not have been necessary to utterly destroy the existing corporation. That could have been so moulded as to suit the new purposes. Such an intention might have defeated the purposes of the act in view of the constitutional amendment then recently adopted. That absolutely prohibits the two cities from giving money or loaning credit to any corporation whatever. Without now determining that the legislature could not have created a private corporation with authority to build this bridge for the sole benefit of the two cities, with money to be furnished solely by them, it is believed, from the language of the act, that the projectors and promoters of the bridge, who procured its passage, meant to avoid the risk of a collision with the constitution by the creation of a corporation to build and maintain the bridge with the funds and credit of the two cities. Nor, in view of that constitutional provisions, should we hold that a corporation was created by implication, and thus bring the act under the possible condemnation of the constitution. Express words of incorporation need not be used to create a corporation. One may arise without express words of creation out of the general language used in an act where a corporation is necessary to accomplish the purpose of the act. Here a corporation was not needed to accomplish any of the purposes of the act of 1875. It was not needed to take and hold the bridge property, as that was all vested in the two cities. It was not needed to take and hold the real estate to be acquired for the bridge, as that was all to be vested in the same way. Every purpose of the act could be accomplished by the trustees acting for and on behalf of the two cities as their representatives and agents, the cities furnishing all the corporate capacity needed to hold and perpetuate indefinitely the bridge and the property and franchises connected therewith.

The language in section 5 of the act, which empowers the trustees" to purchase, acquire, and hold" for the two cities real estate, did not authorize them to take the title to the real estate in their own names as trustees. They were to purchase and acquire the title on behalf of the two cities and in their names, and to hold it as trustees for them. Other parts of the act, if this were doubtful, make it plain. All the real estate owned by the bridge corporation at the time of its dissolution, and all that should be acquired by hostile proceedings under section 10, were in terms vested in the two cities; and it could not have been the legislative intention that a portion of the real estate should be vested in the trustees and a portion in the cities.

The authority conferred upon the trustees by section 5, to sue for penalties in the aggregate name of "the trustees of the New York and Brooklyn Bridge," and the authority under section 10 to substitute the trustees as a party to any action pending for or against the corporation, do not show a legislative intention to create a corporation nor raise one by implication. The legislature could have authorized the same actions and proceedings to be maintained in the name of the president of the board of trustees, or in the name of any other officer or agent of the cities, or of either of them. All that was mere matter of convenience. It is not uncommon for statutes to endow administrative boards which are organized for public purposes, and are mere public agents, with capacity to sue and be sued by an aggregate name. The name in which these trustees were authorized to sue was not given to them as a corporate name. They were not a self-perpetuating body; they owned no property, and whatever money they should recover for penalties or receive from any source, and whatever personal property should at any time be in their possession, they would be obliged to hold and administer for the benefit of the two cities for the precise purposes mentioned in the act. They represented and acted for the two cities as their agents just as the water commissioners represented the city of New York in the cases of Appleton v. Water Commissioners, 2 Hill, 432, and Bailey v. Mayor, etc., 3 id. 531, and 2 Denio, 433; as the board of public works represented the District of Columbia in the case of Barnes v. District of Columbia, 91 U. S. 540; as the Rochester water commissioners represented the city of Rochester in 66 N. Y. 413, and as the park commissioners represented the city of New York in the case of Ehrgott v. Mayor, recently decided by us. In all the cases mentioned the commissioners and boards had powers quite as absolute and independent as those possessed by these trustees,

and yet they were held to be mere agents of the municipalities which they represented.

In Ex parte Newport Marsh Trustees, 16 Sim. 346, the trustees were held to be a corporation by implication because a corporation was necessary for the purposes of the act of Parliament creating them. In the Mersey Docks Cases, 11 H. of L. Cas. 687, "the Mersey Docks and Harbor Board" was expressly created a corporation by act of Parliament.

The litigation in the case of Miller v. Mayor, etc., 13 Blatchf. 469; 109 U. S. 385, and that in the case of People ex rel. Murphy v. Kelly, 76 N. Y. 475, were conducted through all their stages without the presence as a party of "the trustees of the New York and Brooklyn Bridge," as a corporation, and yet if there was such a corporation, its presence as a party was necessary to a proper determination of those cases. In the latter case it was said: "The act of 1875 is not, as claimed by the appellant, in conflict with the constitutional provision above recited. It was not the purpose or effect of the act to make the city of New York a stockholder in the bridge company, or to cause it to loan any money or credit to such company. It was the purpose of the act to extinguish the company, and vest all its property in the two cities. for a public purpose."

So far the discussion has proceeded without noticing the fact that the complaint alleges that the defendant is a domestic corporation, and if that is to be taken as a pure allegation of fact, then it is admitted by the demurrer. But such effect has not been claimed for the allegation on the argument before us. We must take notice of the public acts authorizing the construction of the bridge, and those acts may be read as if embodied in the complaint, and then the allegation that the defendant is a corporation is a mere conclusion of law not admitted by the demurrer. We must look at the acts to see whether it is a corporation or not, and we have reached the conclusion, for the reasons which we have given, that it is not.

It follows that no judgment could in this action be rendered against "the trustees of the New York and Brooklyn Bridge" as a corporation.

The judgment should be affirmed, with costs.

All concur.

Judgment affirmed.

"It is indeed a principle of law which has often been acted on, that where rights, privileges and powers are granted by law to an association of persons by a collective name, and there is no mode by which such rights

can be enjoyed, or such powers exercised, without acting in a corporate capacity, such associations are, by implication, a corporation, so far as to enable them to exercise the rights and powers granted." Angell & Ames on Corporations, § 78.

While no precise words are necessary, legislative intent must be manifest. Sutton's Hospital, 10 Coke, 30; River Tone v. Ash, 10 Barn. & Cress. 349; Liverpool Ins. Co. v. Mass., 10 Wall. (U. S.) 566; Andrews Bros. v. Youngstown Coke Co., 86 Fed. Rep. 585.— Ed.

(b) Under General Laws.

THE FRANKLIN BRIDGE Co., PLAINTIFFS IN ERROR, v. YOUNG WOOD, DEFENDANT.

14 Georgia Reports 80 (1853).

ASSUMPSIT in Heard Superior Court. Tried before Hill, J., May Term, 1853.

The Franklin Bridge Co. was incorporated under the act of the legislature of 1843, to prescribe the mode of incorporating companies for certain purposes, by an order of the Inferior Court of Heard county.

The company sued the defendant, Wood, for his subscription to their stock.

The defendant pleaded that the company was not legally incorporated; contending that the act of the legislature, referred to, was unconstitutional and void.

Upon argument, the court held that the act aforesaid was unconstitutional, and non-suited the plaintiffs.

To this decision plaintiff excepted.

LUMPKIN, J., delivered the opinion.

Is the act of 1843, and that of 1845, amendatory thereof, pointing out the manner of creating certain corporations and defining their rights, privileges, and liabilities, unconstitutional?

By the first section of the act of 1843 it is provided that "when the persons interested shall desire to have any church, camp-ground, manufacturing company, trading company, ice company, fire company, theatre company, or hotel company, bridge company, and ferry company, incorporated, they shall petition in writing the superior or inferior court of the county where such association may have been formed, or may desire to transact business for that purpose, setting forth the object of their association, and the privilege they desire to exercise, together with the name and style by which they desire to be incorporated; and said court shall pass a

rule or order, directing said petition to be entered of record on the minutes of said court."

Sec. 2 enacts that "when such rule or order is passed, and said petition is entered of record, the said companies or associations shall have power respectively, under and by the name designated in their petition, to have and use a common seal to contract and be contracted with to sue and be sued to answer and be answered unto in any court of law or equity to appoint such officers as they may deem necessary, and to make such rules and regulations as they may think proper for their own government, not contrary to the laws of this state; but shall make no contracts, or purchase or hold any property of any kind, except such as may be absolutely necessary to carry into effect the object of their incorporation. Nothing herein contained shall be so construed as to confer banking or insurance privileges on any company or association herein enumerated; 3 and the individual members of such manufacturing, trading, theatre, ice, and hotel companies shall be bound for the punctual payment of all the contracts of said companies, as in case of partnership."

The third section declares that "No company or association shall be incorporated under this act for a longer period than fourteen years, but the same may be renewed whenever necessary, according to the provisions of the first section of this act."

The fourth section confers upon the Superior and Inferior Courts, respectively, the power to change the names of individuals.

Sec. 5. "For entering any of said petitions and orders, and furnishing a certified copy thereof, the clerk shall be entitled to a fee of five dollars; except in cases of applications by individuals for the change of names—in which case the clerk of said court shall be entitled to the fee of one dollar. And that such certified copy shall be evidence of the matters therein stated in any court of law and equity in this state." Cobb's Digest, 542, 543.

By the act of 1845, the provisions of the act of 1843 are extended to all associations and companies whatever, except banks and insurance companies, and the individual members of all such incorporations are made personally liable for all the contracts of said associations or companies. Ibid.

The argument against the validity of the charter of the Franklin. Bridge Co., created under these statutes, is this:

1. That in England corporations are created and exist by prescription; by Royal Charter; and by Act of Parliament. With us, they are created by authority of the legislature, and not otherwise. That to establish a corporation is to enact a law; and that no power but the legislative body can do this.