Mississippi Democrat., 1845-08-20


WARREN co., August 10, l845.
Sir: The bank wings in this county de-
ny that the Common Lar authorizes such
proceedings against banking corporations,
as was contemplated by the original Brs-
coe bill. Ipresume they will do the same
with you. 1t is only necessary to quote
from Blackstone, completely 10 refute such
denial. In the chapter on Corporations,
he uses the following language, when he
comes TO speak Of their dissolution;
"We come now in the last place TO con-
slider how corporations may be dissolved.
Any particular member may lose his place
in the corporation BY acting contrary TO
the laws of the society, or the laws Of
the land, or he may resign il by his own
voluntary act. But The body polite may
also itself be dissolved, in several ways;
which dissolution is the civil death Of the
corporation, and in this case their lands
and tenements shall revert TO tho person
or his heirs who granted them to the cor
poration, for the law doth annex a condl-
lion 10 such grant, that ii the corporation
be dissolved, the grantor shall have the
lands again, because the cause of the grant
faileth.
"The debts Of corporation, either TO
or from, are totally ertinguished by its dis
solution, so that the members thereof can.
not recover or be charged with them, in
their natural capacities. A corporation
may be dissolved BY act of Parla-
ment, which is boundess in its operations.
l2. By the natural death Of all its men,
bers. 8. By surrender Of its franchises
into the hands of the King, which is n
kind of suicide. A. BY forfeiture of its
charter through negligence or abuse Of lis
franchises, in which case the law Judges
that the body polite has broken The condi"
ton upon which it was Incorporated, and
thereupon the incorporation is void. And
the regular course is 10 bring an inlorma-
ton in the nature of writ Of quo wdrranto
to enquire by what warrant the members
now exercise their corporate power, having
forfeited it by such and such proceedings" !"
[Bl Comm. rol. l,p 402, 4O4, 405.
This we think is sufficiently plain and
explicit but TO make il yet stronger, and It
possible silence every doubt, we give a
quotation from Chancellor Kent, who is a
good whig, written about twenty years
ago. In treating Of corporations, he uses
the following emphatic language:
According 10 the settled law Of the
land where there is no special statute pro-
vision TO the contrary, upon the civil death
Of corporation all its real estate remain.
ing unsod reverts back 10 the original
grantor and his heirs,
"The debts 10 and from the corpora
ton are all extinguished. Neither the
stockholders, nor directors, or trustees Of
the corporation can recover those, or be
charged with them in their natural capaci-
ty. All the personal estate of the coIpo-
ration vests in The people, as succeeding
10 this right and prerogatiye of the crown
at common lap. heM 30I.
In 1928, the then State Bank of India.
ma was extingushed, with all its debts, in
accordance with the doctrine promulgated
by Blackstone and Kent. The case can
be found in | Blackford's Reports, p. 267.
In this case, the Legislature had appoint
ed commissioner TO take charge Of the
debts Of the bank, and collect them. This
act was entirely disregardcd By the Court,
which used the following language:
"The debts must therefore be consider
cd on Common Law principles unaffected
by the act, and therefore subject to ex-
tingugshmcnt by dissolution Of the cor
poration.'