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490 MCKIM v. ODOM.
is bound to take notice, which comes into a court of justice as a
plaintiff, if required, even upon the general issue only being
pleaded, to shew the authority under which it has assumed to act
as a corporation, (z) When called on as a defendant its corporate
capacity is thus admitted, and it appears by attorney, and responds
under its seal, or in the manner specially prescribed to it. (a) But
there is no legislative enactment which directs in what mode a
corporation of any kind may be compelled to answer in case it
should neglect or refuse to do so.
It is admitted on all hands, that in a suit against a corporation
none of its members can be taken or personally punished, except,
perhaps as a last resort, on account of any contumacy in their cor-
porate capacity. The only mode of proceeding, either to enforce
an answer or obedience to a decree is by a distringas and seques-
tration of the property of the body politic, (b) The state itself
is regarded in many respects as a mere body politic; (e) and in
the various instances where it becomes necessary to have it made
a party to the litigation, it is represented by its Attorney-General;
in which cases, the course of the court merely allows, that he
should be attended with a copy of the bill; but he cannot be
forced to answer in any manner whatever; (d) and therefore, if
the bill cannot be taken pro confesso against the state, (e) the fur-
ther progress of the case must await his good pleasure.
Every corporation is and must be composed of, and conducted
by natural persons; yet the distinction between the natural and
artificial capacities and liabilities of its members has been drawn
in such a manner as to create the most serious inconvenience. A
body politic, it has been quaintly said, has no soul; and therefore
cannot be called on to answer under the obligation of an oath by
which a natural person may be bound. (f) To avoid this diffi-
culty the Court of Chancery has had recourse to a singular shift;
which it is admitted rests on very questionable principles; it allows
the secretary, book-keeper, or some one or more of the chief mem-
bers of the body politic to be made co-defendants for the express
purpose of obtaining an answer on oath; which answer, contrary
(z) 4 Cora. Dig. 487; McMechen v. The Mayor of Baltimore, 2 H. & J. 41;
Agnew v. The Bank of Gettysburg, 2 H. & G. 479.—(a) 1804, ch. 73, s. 6.—
(&) Bac. Abr. tit. Corporations, E. 2; Lynch v. The Mechanics' Bank, 13 Johns.
127.~(e) 1785, ch. 86.—(d) Willis Eq. Plea. 7.—(e) 2 Mad. Pr. Chan. 335; 1
Fowl. Exch. Pra. 401; Nabob of the Carnatic v. The East India Company, 1 Ves.,
jun, 371; S. C. 1 Hoven. Supp. 140.—(f) The case of Sutton's Hospital, 10 Co.33.
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