142 BINNEY'S CASE

was productive of evils, as occasioned a cheek to be put
upon it by what are, there, called the disabling statutes; but, as
to all other corporations, the common law rule is still in force. (f)
There are many cases to be met with, and some of a very compli-
cated nature, where a single corporator has by bill in equity called
lie corporation itself to account, in order to obtain his due share
of rents and profits; (g) and also where the body politic itself has,
by bill, asked to have relief against its own directors, officers and
servants, in respect of their frauds, mismanagement, or breaches
of trust, (h) But this is the first instance, in this court, in which
a member has charged the body politic itself with making expen-
ditures not for corporate purposes; and, on that ground, prayed to
have it prevented from doing so by injunction.

It is said, that, in this case, such a restriction may be imposed;
because, the state is a stockholder; and, therefore, that the public
is peculiarly interested in the proper application of the corporate
funds. But if the republic condescends to become a dealer in
stocks, and to place herself upon the foot merely of a corporator
or member of an incorporated company, she must, by so doing, be
presumed to have consented to have her funds so invested, sub-
jected to the same management, and made liable in the same man-
ner, and to the same extent as those of the individual corporators
with whom she has become so associated. (i)

It seems to follow as a just, and necessary consequence, from
the very nature of delegated and limited powers, with which kind
of authority done this corporation has been invested, that there
ought to be, and must exist somewhere a superintending authority
to restrain and confine the exercise of such powers within the
limits assigned to them. Within the scope of its general and dis-
cretionary powers, the authority of the corporation to dispose of
its funds, for any purpose whatever, may be admitted to be abso-
lute and beyond all control. But, if property be given to a body
politic for certain specified and limited purposes, any application of
it to an obviously different object is a violation of the law; and
consequently, expenditures not for corporate purposes, in whatever

(f) Co. Litt. 44. 800; Com. Dig. tit Franchise, F. 18—(g) Adley v. The Whit-
stable Company, 17 Yes. 316. S. C. 1 Meriv. 107.—(£) The Charitable Corporation
v. Button, 9 Mod. 350; S. C. 2 Atk. 400; Drewry v. Barnes, 3 Cond. Chan. Rep.
311—(i) U. S. Bank v. Planters Bank, 9 Wheat. 907; Towson v. The Havre de
Grace Bank, 6 H. & J. 52.