McKIM P. ODOM.— 3 BLASD. 415

certainly many of the material features of a contract between the
government and the corporation; there is manifestly a quid pro
quo. But this contract, if it be so, is, and of necessity must be,
like all others to which a government or State is a party, one of
imperfect obligation as regards the State; Vattel Law Nation.
Prelim, s. 17; and, as such, subject to be dealt with by the gov-
ernment of the State as the public good may require, on making
a just compensation for any private property which may be taken
for a public use. No bodies politic of this description were ever
created under the Provincial government; but since our indepen-
dence, a great number of them have been called into existence;
such as canal companies, November, 1783, ch, 23, bridge com
panics; 1795, ch. 62; turnpike road companies, &c.; 1797, ch. 65. (/)
The right and capacity to sue and be sued, is an incident to
bodies politic of all descriptions; 1 Blue. Com. 475; even to those
which have been incorporated by and are located in another State
or in a foreign country. 1 Blue. Com. 385; 4 Com. Dig. 487; Hen-
riques v. Dutch West Indian Company, 2 La. Raym. 1532; The
National Bank of St. Charles v. De Bernales, 11 Com. Law Rep. 475.
It is held to be incumbent upon every body politic, not being in-
corporated by a public law of which the Court *is bound to
take notice, whicli comes into a Court of justice as a plain- 420
tiff, if required, even upon the general issue only being pleaded,
to shew the authority under which it has assumed to act as a
corporation. 4 Com. Dig. 487; McMechen v. The Mayor of Balti-
more, 2 H. & J. 41; Agnew v. The Bank of Gettysburg, 2 H. & G.
479. When called on as a defendant its corporate capacity is
thus admitted, and it appears by attorney, and responds under its

(/) In regard to the irrepealable nature of an Act of incorporation, it may
be well not only to bear in mind the distinctions, as explained above in the
text, according to which it is quite obvious, that at least two out of the three
kinds of corporations, there described, may be modified or repealed at the
pleasure of the Legislature, without the slightest interference with the
rights of private property of any kind. But that there must also be a
variety of cases in which corporations of the third class, such as turnpike
roads, may have their stock, even considering it as private property, indefi-
nitely depreciated, or, in effect, totally annihilated, without, in the opinion
of any one, giving rise to a claim for compensation, as in cases where mere
private property is taken, by virtue of the government's power of eminent
domain, for public use. Without going into an argument, it will be suffi-
cient to state a case which has occurred. By the Act of 1812. ch. 78, the
Legislature incorporated a company for making a turnpike road from Balti-
more to Washington; under which the road was made, and the stock yielded
a considerable dividend annually. After which the Legislature, by the Act
of 1830, ch. 158, authorized the construction of a railroad between the same
cities, and nearly parallel with the turnpike road, which was accordingly
put in operation. In consequence of which the annual dividends on the
stock of the turnpike road have been very materially dimimshed.-Currie
v. The Mutual Assurance Society, 4 Hen. & Mun. 315.