7 Ann. c. 19. 4 Geo. 3, c.16.

Co. Litt. 172.

their estates, but infant trustees or mortgagees are enabled to convey, under the direction of the court of chancery or exchequer, or other courts of equity, the estates they hold in trust, or mortgage to such person as the court shall appoint (c). An infant can do no legal act, yet if he has an advowson he may present to the benefice when it becomes void. An infant may also purchase lands, but when he comes to age he may either agree or disagree to it, and so may his heirs after him if he dies without completing his agreement. An infant can make no deed but what is afterwards voidable, yet, in some cases, he may bind himself apprentice, and he may, by deed or will, appoint a guardian to his children if he has any. Generally an infant can make no other contract that will bind him, yet he may bind himself to pay for his necessary meat, drink, Co. Litt. 172. apparel, physic, and other necessaries, and for his teaching and instruction (d).

Co. Litt. 2.

5 Eliz. c. 4. 43 Eliz. c. 2.

Cro. Car. 179.

12 Car. 2, c. 24.

Of corporations.

CHAPTER XVIII.

OF CORPORATIONS.

As all personal rights die with the person, it has been found necessary, when the advantage of the public has required any particular rights to be kept on foot and continued, to constitute artificial persons who may maintain a perpetual succession and enjoy a kind of legal immortality. These artificial persons are

(c) By 11 Geo. 4 and 1 Wm. 4, c. 60, s. 6, any person under twenty-one seised of any land upon trust, or by way of mortgage, may, by the direction of the court of chancery, convey the same as the court shall think proper, and such conveyance shall be as effectual as if the infant had been twenty-one. And by sect. 13, an infant may be compelled so to convey. By 11 Geo. 4 and 1 Wm. 4, c. 65, s. 3, infants may be admitted to copyhold estates by their guardian or attorney. By s. 4, infants may appoint attorneys for that purpose. By s. 12, guardians of minors may, by order of the court of chancery, surrender leases and renew the same. By s. 16, infants are empowered to grant renewals of leases. By s. 17, the court of chancery may empower guardians to make leases in certain cases; and by s. 32, the court of chancery or exchequer may order dividends of stock belonging to infants to be applied for their maintenance.

(d) If proper clothes are supplied to an infant by his father, any others furnished in addition cannot be considered as necessaries; 3 C. & P. 114. By 9 Geo. 4, c. 14, s. 5, no action can be maintained to charge any person, upon any promise made after full age, to pay any debt contracted during infancy, unless such promise be in writing, and signed by the party to be charged therewith.

sole.

called bodies politic, bodies corporate, or corporations (a). The first division of corporations is into aggregate and sole; corpora- Aggregate and tions aggregate consist of many persons united together into one society, who are kept up by a perpetual succession of members, so as to continue for ever; of which kind are the mayor and commonalty of a city. The head and fellows of a college, and the dean and chapter of a cathedral church. Corporations sole consist of one person only, and his successors in some particular station, who are incorporated by law, in order to give them some legal capacities and advantages, particularly that of perpetuity, which, in their natural persons, they could not have had. In this sense the king is a sole corporation, so is a bishop, so Co. Litt. 43. are deans and prebendaries, distinct from their several chapters,

and so is every parson and vicar. Another division of corpora- Ecclesiastical tions, either sole or aggregate, is into ecclesiastical and lay. and lay.

(a) By the municipal corporations act, 5 & 6 Wm. 4, c. 76, all acts, charters, and customs inconsistent therewith are repealed; and the occupiers of houses and shops rated for three years to the relief of the poor are declared entitled to be burgesses, if resident householders, within seven miles. Burgesses, when duly enrolled on the burgess lists, are entitled to vote in the election of councillors of the ward in which they are rated. The number of councillors for each borough is stated in the schedule of the act, who, with the mayor, are to be the council of such borough. The council are to elect the mayor every year from the councillors, who is to be a justice of the peace of the borough, and the returning officer at elections of members of parliament. The council are to elect, as prescribed in the act, one-third of the councillors to be aldermen, and one-third of the councillors are to go out of office every year All corporate property and fines are to be carried to the account of the borough fund. The debts due from corporations, salaries of recorder, town-clerk, treasurer, and other officers, the expenses of corporation elections, and other expenses are to be paid out of the borough fund, and if the fund be insufficient, the council are to order a rate on the inhabitants to make up the deficiency. The accounts of receipts and disbursements are to be published in March and September every year. The new council are restrained from alienating corporate property and from granting leases thereof for a longer term than thirty-one years (except in certain cases mentioned in sect. 96, wherein leases for seventy-five years may be granted), unless with the sanction of the commissioners of the treasury, and in such leases as the council are empowered to grant, must be reserved yearly rents, in lieu of fines, and see the act (in one hundred and forty-three sections) as to the rating and revising the lists of burgesses, the mode of electing councillors, constitution of sessions of the peace and police regulations, &c. By 7 Wm. 4 and 1 Vict. c. 78, some additional provisions are made with respect to the right of burgesses to be enrolled on the burgess roll in certain cases, and as to supplying vacancies among the councillors, and the election of aldermen ; also as to the appointment by the recorder of a deputy for the trial of civil actions in certain cases, and defining the power of county justices in certain matters; and see the act of 2 Vict. c. 28, for more equally assessing and levying watch rates in certain boroughs within the provisions of the act 5 & 6 Wm. 4, c. 76.

Ecclesiastical corporation.

Lay corporations are civil

and,

1 Ld. Raym. 6.

Eleemosynary.

Such as Eton,
Winchester,
&c.

Corporations,

how created.

2 Inst. 330.

10 Rep. 122.

Powers and rights of

corporartions. 10 Rep. 26.

1 Roll. Abr. 514.

An ecclesiastical corporation is where the members that compose it are entirely spiritual persons, such as bishops, certain deans and prebendaries; all archdeacons, parsons and vicars, and deans and chapters. Lay corporations are civil and eleemosynary. The civil are such as are erected for civil purposes. The king is made a corporation to prevent an interregnum or vacancy of the throne, and to preserve the possessions of the crown entire. Other lay corporations are erected for the government of a town or particular district, as a mayor and commonalty, bailiff and burgesses. The eleemosynary sort which are, strictly speaking, lay and not ecclesiastical, even though composed of ecclesiastical persons, are such as are constituted for the perpetual distribution of the free alms or bounty of the founder of them to such persons as he has directed. Of this kind are all hospitals for the maintenance of the poor, sick, and impotent; and all colleges, both in our universities and out of them founded for the promotion of piety and learning. The king's consent, express or implied, is necessary to the erection of any corporation. The king's implied consent is to be found in corporations which exist by force of the common law to which our former kings are supposed to have given their concurrence. Of this sort, are the king himself, all bishops, parsons, vicars, churchwardens, and some others. Another method of implication, whereby the king's consent is presumed, is to all corporations by prescription, (such as the city of London) which have existed as corporations time out of memory. The methods by which the king's consent is expressly given, are either by act of parliament or charter. When a corporation is erected, a name must be given to it by which it must sue and be sued, and do all legal acts.

The powers incident to all corporations are: To have perpetual succession; to sue or be sued; implead or be impleaded; grant or receive by its corporate name, and do all other acts as natural persons may. To purchase lands and hold them for the benefit of themselves and their successors (b). To have a common seal which unites the several assents of the individuals who compose it and makes one joint assent of the whole. To make bye-laws for the better government of the corporation, which are binding on themselves unless contrary to law.

(b) See post, book 2, c. 29; and see the act 1 & 2 Vict. c. 31, "for facilitating the sale of church patronage belonging to municipal corporations in certain cases."

disabilities.

There are also certain privileges and disabilities that attend Privileges and an aggregate corporation, and are not applicable to such as are sole. It must always appear by attorney, for it cannot appear in person. It can neither maintain nor be made defen- 10 Rep. 32. dant to an action of battery or such like personal injuries, for a corporation can neither beat nor be beaten in its body politic. Bro. Abr. tit. Corporations, A corporation cannot commit treason or felony or other crime 63. in its corporate capacity. Nor is it liable to corporal punish- 10 Rep. 32. ment, penalties, attainder, forfeiture, or corruption of blood. It cannot be executor or administrator, for it cannot take an oath for the due execution of the office, or perform any personal duties. It cannot be seised of lands to the use of another; it cannot be committed to prison; it cannot be outlawed, for which reasons the proceedings to compel a corporation to appear to any suit by attorney, are always by distress on their lands and goods. An aggregate corporation may take goods

Bac. of Uses,

347.

Plowd, 538.

and chattels for the benefit of themselves and their successors; Co. Litt. 46. but a sole corporation cannot, for such moveable property is

.

Lord Raym. 8.

liable to be lost or embezzled, and would raise disputes between the successor and executor. In ecclesiastical and eleemosynary foundations, the king or the founder may give them rules, laws, and ordinances, which they are bound to observe; but corporations, merely lay, constituted for civil purposes are subject to no particular statutes, but to the common law and their own bye laws, not contrary to the laws of the realm (c). Aggregate corporations also, that have by their constitution a head, as a dean, warden, warden master, or the like, cannot do any acts during the vacancy of the headship, except only appointing another, nor are then capable of receiving a grant; for such corporation is incomplete without a head. In aggre- Co. Litt. 263, gate corporations the act of the major part is the act of the 264. whole. And by 33 Hen. 8, c. 27, all private statutes are void, whereby any grant or election made by the head, with the concurrence of the major part of the body, is liable to be obstructed by any one or more being the minority; but this statute does not extend to any negative or necessary voice given by the founder to the head of any such society. Corporations are excepted out of the statute of wills; so that no devise of lands to a corporation by will is good, except for charitable uses, by stat. 43 Eliz. c. 4, which exception is Hale, 136. again narrowed by 9 Geo. 2, c. 36; and now a corporation,

(c) See ante, note (a), to this chapter.

Cod. 624, 8.

1 Inst. 2.

Duties of bodies politic.

Corporations, how visited.

10 Rep. 31.

10 Rep. 33.

either ecclesiastical or lay, must have a license from the king to purchase before they can exert that capacity which is invested in them by the common law, nor is even this in all cases sufficient. These statutes are called the statutes of mortmain; all purchases made by corporate bodies being said to be purchases in mortmain in mortua manu, the reason assigned for which appellation is, that these purchases being usually held by ecclesiastical bodies, the members of which (being professed) were reckoned dead persons in law, land holden by them was said to be held in mortua manu.

The general duties of all bodies politic, considered in their corporate capacity, may be reduced to this, that of acting up to the end for which they were created by their founder. To enforce this duty the law has provided persons to visit, inquire into, and correct irregularities in corporations; the ordinary is the visitor of all ecclesiastical corporations. The king, as supreme ordinary, is the visitor of the archbishop or metropolitan; the metropolitan has the charge and coercion of all his suffragan bishops; and the bishops in their dioceses are the visitors of all deans and chapters, parsons and vicars, and other spiritual corporations. The founder, his heirs, or assigns, are the visitors of lay corporations, whether the foundation be civil or eleemosynary. In the strictest and original sense the king is the founder of all lay corporations, and in civil incorporations, such as mayor and commonalty, &c. where there are no possessions or endowments given to the body, the king is the founder; but in eleemosynary foundations, where there is an endowment of lands, the law distinguishes and makes two species of foundation; the one fundatio incipiens, or the incorporation, in which sense the king is the general founder of all colleges and hospitals; the other fundatio perficiens, or the dotation of it, in which case the first gift of the revenues is the foundation, and he who gives them is in law the founder. is in this last sense that we call a man the founder of a college or hospital. But if the king and a private man join in endowing an eleemosynary foundation, the king alone is deemed the founder. And, in general, the king being the sole founder of all civil corporations, and the endower the perficient founder of all eleemosynary ones, the right of visitation of the former results according to the rule laid down to the king, and of the latter to the patron.

It

As to eleemosynary corporations, by the dotation the founder and his heirs are, of common right, the legal visitors, to see that