The Madisonian. [volume] (Washington City [i.e. Washington, D.C.]) 1837-1845, 1838-06-16
OK THE Law or CORPORATIONS.


reasons and authorities on which q, might be
founded.
Quesfien.--If an association Of persons be incor-
poraied IN this or any other Stale for banking man
ufacturing, insurance or other specified purposes,
with fhe usual Corporate powers and capacity 10
tract and be ,nlracied with, to purchase and SELL
and 10 sue and be sued, in respect 10 all properly,
concerns and ers within The purview Of The in
siluicn and II such company should BY their com
peent agent make contract In another State Law full
and valid il made in their own Stale aud such con-
tract should MOI be contrary 10 any Statute prohibit
ton in such other State would the company BE- en-
tted by The common law Of The land 10 enforce The
performances oisuch contract BY suit In their corpo-
rate name, In the courts OF such other State or in
the federal courts sitting therein, and having uris-
diction ofthe subject matter
Aascer.-My answer TO this question is In the az
frmaIve.
lhave no doubt Of the capac " and OF the right Of
a corporation in Stale, under The limitations
stated IN the question, 10 contract and in the
Courts of another Stale. The competency in-
competency Of persons whether natural or artificial
persons, 10 Contract end the lawiulness OF the
iracts which they may make, must depend. as ge-
neral rule, on the law Of the place OF the contract
anu ~ there should happen 10 be posiive regulation
IN any one Slate going 10 DECLARE that corporate
body In n Their Safe foreign county could make
valid contract or antain sul here in lis corpo-
rate cap city, the prohibition would Of course en-
troll and destroy the rem edy such contract But
SUCH regulation, unless under special Qualiiica-
tions, would be On extraordinary case and Is not
TO be presumed TO exist until Il be shown. II might
possibly be deemed repagnant 10 the Constitution OF
the Unird States which declares thai |" the citizens
OF each State shall be entitled 10 all privileges and
mmunites OF citizens OF the several States" But
supposng that some regulations Of the kind should
exist in respect 10 corporations and should be deem
ed valid, II would form exc. plion The general
rule that corporations are artificial persons, endow
ed BY law with capacity 10 contract and sue in their
corporate character and name, equally with natural
persons. Being competent for such purposes in the
Stale in which they are created they are competent
10 contract and sue every where, on the principle
thar persons TO personal contracts have no locaI
ty; and persons competent 10 contract in one coun-
try competent 10 contract in every other saving
and excepting always the case OF The existence OF
some local and positive prohibition to The contrary
The Ter loci c0ardctGs undoubtedly controls the va
ldiy Of contracts and that is the ground Of the
necessary independence OF nations. But apart from
any such special exception, the law knows not any
distinction, as TO personal rights and contracts be-
tween single individual acting in his private capa-
city, and TWO or more individuals acting Jointly as
partners, or acting under legitimate sanction in
corporate capacity and with corporate name as
one single moral person.
A Corporation competent TO contract and sue in
the Stale in which Is created, can, by its agent
make contracts in o,her states which would be va
lid II made by individuals or corporations existing
there This is aspecies international law through
out the commercial world. These civil corpora
tions are generally recognized as lawful creations
ana as moral persons possessing intelligence eapa
cities and rights, and entitled appear and act by
Their authorized agents in the markets and in the
courts OF all civilized nations. They NAV engage
in any kind Of business and make any contracts not
specially prohibited by statute, repugnant those
general common law principles Of morality and POI
licy, known, felt and obeyed in every community,
and when the law speaks OF persons generally in re-
ference to dealings the applies equally 10 these
artlhctat persons except in in which the legis-
laiiye provision was evidently intended 10 apply to
natural persons exclusively Thompson, ch T.
Is Johnsons 4. $751; 3S2-Stat 7. ann. chi = sect
oil. ln the statute law referred TO- the Bank of Eng
land IS taken to be person of contra6iSUction TO
geAr Pc'sons united IN Partnership The Statute
Law OF New York, IN Y R. s. vol. ,, 437, appears
TO me to have declared the true rule on this subject
and placed II under proper limitations 1t allows
foreign Corporation created by the laws of any State
or county, 10 sue in tins Stale in the same manner
sCorporaaons created under the laws of this State
But II by The laws OF this State is forbidden 10
be done by any Corporation wihou, express au,hori-
ty by law, and such act shall have been dore BY
foreign Corporation II shall not be authorized
maintain any action founded upon such act or upon
any liability oroblgation ex press or implied arising
out OIL, or made entered In consideration OF
such act.
Civil Corporations Of private nature have be-
come almost as common in this country as ordinary
commercial partnerships and they are created for
the me nagemeni OF all kinds of lawful business
and pursuits, whether IL be OF commercial manu-
featuring, agricultural mechanical, literary cha
riable character, in which industry skill and enter
prise can be freely and advanageously exerted -
These Corporations crested not only by special
Legislative enac;ments, for particular cases but in
order TO supply the demand tor them more expe-
diiiously, the Legislature Of New York have pr
vided special machinery for their simple and rapid
creation. BY statute in 1911 and which is still
in force manufacturing Corporations may be made
by The mere will OF the individuals assocaiing for
that purpose. Any five or more persons may in
corporate themselves al once, at any time, and at
tain the ordinary powers and privileges Of private
civil Corporation, merely by signing and filing a
certificate stating their assumed corporate name and
o. hlpct f1rtr fnh
formed, and the amount of the capital, and the
number and names OF The trustees and The county
and town Of their location. So in Massachusetts
and in England, Corporations may be formed with
wonderful facility By the Revised Statutes of
Massachusetts in 1885, is declared tina, where real
estate is held In common by five or more persons
they may form themselves into corporation, under
their Own act of resolution, after due notice to all
concerned, and act as corporation, with power TO
sue and be sued IN corporate character in respect
to the subject matter. So in England by the statute
of and William Nv. the king may grant letters
patent, comforting corporate powers any company
or association for trading charitable, literary or
other purposes, AFTER +, ssonabe notice has been
given of the application.
Corporate associations, under these and other sta
tue provisions, havebecome abundant and familiar.
They carry large share Of the moneycd, mer-
camille and manufacturing business Of the nation,
and they have completely engroSsed that of insu-
rance. They are analogous 10 Joint stock associa-
tons and mercantile partnerships and differ from
them only in some supeladded privileges, given for
the purpose of the more nvenient management Of
their concerns And can II be possible that in this
great American republic, when we nation
Tor all national purposes, and one people in COM
mercial pursuits with the same common interests,
SympathieS intercourse, and principles of jurispru-
dence, and entitled 10 an equal nercommuniiy of
privileges and immuniiieS as citizens" throughout
The land, that these corporate associations shall not
have the liberty TO make contracts, and TO have free
access 10 the courts OF Justice in State well
in another 7 If a manufacturing cOrDoIatOn in New