as former charters of very old date, and there was no intention to alter or overturn their ancient couftitution; that these statutes undoubtedly meant to leave the ancient conftitution of the univerfity in a great meafure as it was, without repealing or abrogating their old established cuftoms, rights, and privileges; and that the university could not mean to accept them on any other terms; that the ftatutes of Queen Elizabeth, therefore, could never be set up to invalidate establishments which had fubfifted long before she was born; that the office of high fteward came under this description, and that it was not intended, by these ftatutes, to alter the mode of election to it, unless the univerfity chose to do fo; that it was the concurrence and acceptance of the university that gave force to the charter of the Crown; that they might accept the body of ftatutes feparately and diftinctly, and were not bound to accept all or leave all; and that in the present case it appeared there was in fact a partial acceptance.

BUT though the King cannot take away liberties before granted by him or his predeceffors, yet if a corporation accept a charter which abridges or alters any of their liberties, this is good; and when a corporation takes a new charter concerning their liberties, they may make use of it as a grant, or as a confirmation.

HENRY the fourth, by charter, granted, among other things, to the corporation of the city of Norwich, that they might choose two sheriffs; Charles the second confirmed this charter, and granted befides, that, in the election of fheriffs, this form fhould be observed; that the mayor, fheriffs, and aldermen, between the 24th of June and the first of September, fhould choose one fit person to execute the office of sheriff for the year ensuing, and that the commonalty fhould choose another: the corporation having

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having acted under this charter for a confiderable time, that circumftance was held to be evidence of acceptance, and the alteration in the mode of election valid (a).

(a) 4 Mod, 269, 1 Salk. 167. 1 Ld. Raym. 29, 32; cafe of the King v. Larwood.

CHAP.

CHAP. II.

OF CORPORATIONS CONSIDERED IN THEIR RELATION TO THE PUBLIC.

WHEN a corporation is duly created, many powers, capacities, and incapacities, are tacitly annexed to it without any express provifion (a); and of these, five are faid to be neceffarily and infeparably incident to every corporation. 1. To have perpetual fucceffion, and therefore all aggregate corporations have a power neceffarily implied of electing members in the room of such as are removed by death or otherwise (b). 2. To fue and be fued, implead and be impleaded, grant and receive by its corporate name, and do all other acts as natural perfons may, 3. To purchase lands, and hold them for the benefit of themselves and their fucceffors. 4. To have a common feal, and 5. To make bye-laws, or private ftatutes for the better government of the corporation.-The two laft, . however, it is admitted, are very unnecessary to a corporation fole, though they may be practised (c); and the last is not fo infeparably incident to a corporation aggregate, that it cannot fubfift without it; for there are some aggregate corporations to which rules and ordinances may be prescribed, and which they are bound to obey (d), as will be more fully fhewn in another place: neither are these all the incidents, which without any express provifion are neceffarily annexed by legal implication to an aggregate cor

(b) 1 Rol. Abr. 514.

(a) 10 Co. 30 b.
(c) Vid. 1 Bl. Com. 475, 6.

(d) Vid. eund. 477.

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poration;

poration; and, it is material to obferve, that though many things be incident to a corporation, yet to form the complete idea of a corporation aggregate, it is fufficient to suppose it vested with the three following capacities. 1. To have perpetual fucceffion under a fpecial denomination, and under an artificial form. 2. To take and grant property, to contract obligations, and to fue and be fued by its corporate name, in the fame manner as an individual. 3. To receive grants of privileges and immunities, and to enjoy them in common (a). These alone are fufficient

neither the actual poffef

to the effence of a corporation; fion of property, nor the actual enjoyment of franchises, is neceffary (b).

THERE are two general points of view in which corporations may be confidered.

1. In their relation to the public; and 2. In respect to their internal constitution. CONSIDERING them in their relation to the public, these will be the objects of our enquiry; 1. Their feveral capacities and incapacities. 2. The mode prescribed by the law, in which they muft act, and which must be observed by others in acting against them. 3. By what acts they are bound; and 4. To what burthens they are fubject,

SECTION I.

Of their feveral Powers, Capacities, and Incapacities. A CORPORATION being merely a political inftitution, it can have no other capacities than fuch as are neceffary (a) Vid. the definition and description of a corporation, page 12. (b) Per Holt, Skin. 311. 10 Co. 31. a. 3 Co. 75. b. cafe of the Dean and Chapter of Norwich.

to carry into effect the purposes for which it was establifhed; it cannot therefore be confidered as a moral agent fubject to moral obligation, nor as a fingle perfon fubject to perfonal fuffering, or capable of personal action; and on this principle we may account, in a fatisfactory manner, for many of the incapacities attributed to a corporation aggregate, without having recourfe to the quaint obfervations frequent in the old books, "that it exists merely in idea, and that it has neither foul nor body" (a).

On this principle a corporation aggregate cannot be guilty of a crime, as of treafon or felony (b); and confequently cannot be fubject to the punishment of a criminal: nor can it take an oath, which is one reason why it could not do fealty (c), and why it cannot be executor or adminiftrator (d); and for the fame reafon it cannot wage its law (e); neither can it be fubject to ecclefiaftical cenfures, and confequently cannot be excommunicated, nor fummoned into the ecclesiastical courts (ƒ); neither can it do or receive a personal injury, and therefore can neither fue nor be sued in an action of trespass for battery or false imprifonment (g). It is incapable of a perfonal appearance, and therefore could not have done homage, because that could not be done by attorney (b); which is another reafon why it could not do fealty; but it might have purchafed land held by homage and fealty, and then it would

(a) Vid. 10 Co. 32. b. Manwood, C. Baron, is faid by Lord Coke to have faid of corporations, that they had no foul, which he proved by this curious fyllogifm, "None can create fouls but God; but a corporation is created by the King: therefore a corporation can have no foul." 2 Bulftr. 233. (b) 10 Co. 32. b.

(c) Pl. Com. 213, 245. 10 Co. 32. b.

(d) Com. Dig. Administration, B. 2.