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446 THE BELLONA COMPANY'S CASE.
when the court shall be called on for its judgment upon such a
lease. In the preamble of the act of 1824, ch, 32, which is one of
the acts under which the plaintiffs claim to be a body politic, it is
said to have been represented, that in consequence of the decrease
in their number, it is impracticable, at present, to choose from their
body five directors, the number prescribed by their original incor-
porating act of 1814, ch. 78; and therefore, it is declared, that
three directors only shall be chosen to manage all the concerns of
the company. Hence it would seem, that prior to the passage of
the last of these acts, the body politic had actually become extinct,
by reason of this impracticability of choosing five directors.
It is certainly within the constitutional scope of the powers of
the General Assembly to constitute a body politic of one, or of a
plurality of individuals ;'but if a corporate capacity be given to a
plurality, and the stock of the company, by the owning of which
alone any individual can be considered as a corporator, is all pur-
chased up, and held by one, it would seem, that the body politic
would be thereby virtually dissolved. And as it would seem, it
might be considered as a fraudulent evasion of the law, for any
one individual, who had purchased all the stock of such corpora-
tion; to attempt to claim the benefit of the irrepealable nature of
such an act of incorporation, by allowing a part of the stock to be
held by one or more other persons; and so, under the disguise of
being a body politic, to protect himself from a personal responsibi-
lity for his debts; and also to prevent the Legislature from altering
the act of incorporation under the notion, the good sense or con-
stitutionality of which I have never been able distinctly to under-
stand, that it was a contract, the obligation of which they could
not impair. It has always seemed to me to be very clear, that no
enactment of the General Assembly, whatever might be its charac-
ter, whether considered as a mere law, or as substantially a eon-
tract, should be permitted to be made an instrument of fraud; or
should have its operation continued in opposition to the interests
of the people, as declared by the General Assembly, at the plea-
sure of any one man or set of men.
The defendants in their answer lay some stress upon the pecu-
liar character of the buildings of the plaintiffs, with which die
proposed road is to interfere. Admitting this to be one of those
allegations in the answer which must be considered as directly
responsive to the bill; yet I do not see how the nature of the
buildings, or, in other words, the mere amount of the injury likely
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