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 the person, or his heirs, who granted them to the corporation: for the law doth annex a condition to every such grant, that, if the corporation be dissolved, the grantor shall have the lands again, because the cause of the grant faileth.(1) The grant is, indeed, only during the life of the corporation; which may endure forever: but, when that life is determined by the dissolution of the body politic, the grantor takes it back by reversion, as in the case of every

() Co. Litt. 13.

defect in original qualification is no cause for removal, (Doug. 80, 81, 85;) and see further as to what is a cause for removal, 2 Kyd. 62 to 94.

A ministerial officer chosen durante bene placito may be removed ad libitum, as a townclerk, (1 Ventr. 77, 82. Raym. 188. 1 Lev. 291;) a recorder. 1 Vent. 242. 2 Jones, 52. And a custom to remove an officer ad libitum is good, (Dy. 332, b. Cro. J. 540. 2 Salk. 430;) but generally an officer cannot be removed without good cause, though the charter says generally he may be removed, (Dy. 332, b.,) or though it says he may be chosen for life si viderint expedire. 1 Lev. 148. If, however, a charter by express words empower either the corporation at large or a select body to remove an officer at pleasure, or empower them to choose him during pleasure, they may in either case remove him without cause. Sir T. Jones, 52. 3 Keb. 667. Sir T. Raym. 188. Though the election be general, if it be not under the common seal the officers thereby elected may be removed ad libitum. 2 Jones, 52. 1 Vent. 355. A common freeman cannot in any case be deprived of his freedom ad libitum of the corporation at large, or of any select body. Cro. J. 540. Sir T. Raym. 188. 1 Lord Raym. 391.

A removal must in general be by the act of the whole body. If a special power to remove be delegated to part of the body, it must be shown. Cowp. 502, 3, 4. Doug. 149. To this power of amotion the power of holding a corporate meeting for that purpose is necessarily incident. Doug. 153, 5. A party cannot be removed but by the corporate act under seal. 5 Mod. 259. There must be a summons for the mayor, &c. expressly to meet for the purpose of deciding as to the removal, (1 Stra. 385,) and every member of the assembly must be summoned where a summons is necessary. 2 Stra. 1051. A power reserved to the crown in a charter of incorporation to amove by order of council one or more of the corporators, which charter also declared that all or any of them so amoved should actually and without further process be amoved, and which also provided at the same time that upon such amotion the remaining corporators might proceed to fill up the vacancies, cannot be exercised to such an extent as not to leave a sufficient number to make a re-election; and therefore an amoval of all was held to be void, (2 T. R. 568;) but that judgment was reversed in Dom. Proc. 4 T. R. 122. A corporation cannot in general amove a member without summoning the party to answer for himself and hearing him; for he may have a good excuse. 11 Co. 99, a. 1 Sid. 14. In some cases this may be dispensed with: and, where non-residence is a good cause of amotion, it is unnecessery, before proceeding to amove the party, to summon him to come and reside. Doug. 149. But if he be removable for non-attendance at the corporate assemblies, ho must have had personal notice to attend, and that his presence was necessary: the usual notice of the intended meeting will not be sufficient unless that usual notice be personal. 1 Burr. 517, 527, 540. Where an officer is removable ad libitum, he may be removed with out summons or hearing of him, &c. 1 Sid. 15. 1 Lev. 291. In general, the summons should show the particular charge alleged against the party to be amoved, (11 Co. 99, a. 4 Mod. 33, 37;) but sometimes this is unnecessary, (1 Lord Raym. 225, 2 ed. 1240,) especially where the party by his act dispenses with it. 2 Burr. 723. 1 Kyd. 447, 439. If a member be improperly amoved, a mandamus lies. Com. Dig. Mandamus, A. &c. Where it is confessed that a man has been rightly removed from an office, the court will not grant a mandamus for a restoration, though he had no notice to appear and defend himself. Cowp. 523. 2 T. R. 177. An order of restoration of a corporator illegally disfranchised relates to the original right. Cowp. 503.-CHITTY.

21 On the dissolution of a corporation, as by the expiration of the period of its charter, the debts due to and from it are extinguished, and it is not in the power of the legis lature, by renewing the charter, to revive the liabilities to the corporation. Commercial Bink vs. Lockwood, 2 Harring. 8. The President of Port Gibson vs. Moore, 13 S. & M. 157. The personal property of the corporation vests in the state, and its real estate reverts to its grantor and his heirs. White vs. Campbell, 5 Humph. 38. After the dissolution of a corporation, the interests of the several stockholders become equitable rights to a proportional share of the assets after payment of the debts. James vs. Woodruff, 2 Denio, 374.-SHARSWOOD.

24

other grant for life." The debts of a corporation, either to or from it, are totally extinguished by its dissolution; so that the members thereof cannot recover, or be charged with them, in their natural capacities:(m) agreeable to that maxim of the civil law, "si quid universitati debetur, singulis non debetur; nec, quod debet universitas, singuli debent." (n) *485] *A corporation may be dissolved, 1. By act of parliament, which is boundless in its operations. 2. By the natural death of all its members, in case of an aggregate corporation.25 3. By surrender of its franchises into the hands of the king, which is a kind of suicide. 4. By forfeiture of its charter, through negligence or abuse of its franchises; in which case the law judges that the body politic has broken the condition upon which it was incorporated, and thereupon the incorporation is void. And the regular course is to bring an information in nature of a writ of quo warranto, to inquire by what warrant the members now exercise their corporate power, having forfeited it by such and such proceedings. The exertion of this act of law, for the purposes of the state, in the reigns of king Charles and king James the Second, particularly by seizing the charter of the city of London, gave great and just offence; though perhaps, in strictness of law, the proceedings in most of them were sufficiently regular: but the judgment against that of London was reversed by act of parliament(o) after the revolution; and by the same statute it is enacted, that the franchises of the city of London shall never more be forfeited for any cause whatsoever. And because, by the common law, corporations were dissolved, in case the mayor or head officer was not duly elected on the day appointed in the charter, or established by prescription, it is now provided,(p) that for the future no corporation shall be dissolved upon that account; and ample directions are given for appointing a new officer in case there be no election, or a void one, made upon the prescriptive or charter day."

22 But if a corporation have granted over their possessions to another before their dissolution, they do not return to the donor. 1 Roll. 816, 1. 10, 20; and vide the cases collected in Bac. Abr. Corp. J. If lands are given to a corporate body and it is dissolved, they will revert to the donor and not escheat. 9 Mod. 226.-CHITTY.

But a debt due to a corporation still remains, though their name is changed by a new charter. 3 Lev. 238.-CHITTY.

24 The king cannot by his prerogative destroy a corporation. Rex vs. Amley, 2 Term R. 532.-CHITTY.

25 But if the king makes a corporation consisting of twelve men to continue always in succession, and when any of them die the others may choose another in his place, it may be so continued. Roll. 524. Bac. Abr. tit. Corp. G. But where a corporation consists of several distinct integral parts, if one of these parts become extinct, whether by the death of the persons of whom it is composed, or by any other means, the whole corporation is dissolved. 3 Burr. 1866. When an integral part of a corporation is gone, and the corporation has no power to restore it or to do any corporate act, the corporation is so far dissolved that the crown may grant a new charter. 3 T. R. 199. And where the major part of an integral part of a corporation, whose attendance is required at the election of officers, is gone, it operates as a dissolution of the whole corporation, which has thereby lost the power of holding corporate assemblies for the purpose of filling up vacancies and continuing itself. 3 East, 213. And where the election of mayor was to be made by the majority of an assembly composed of several integral definite parts of a corporation and other burgesses and inhabitants for the time-being, it was held that one of such definite integral parts, being reduced below its majority of a proper number, could no longer be represented in such corporate assembly, and the whole corporation was thereby dissolved, being no longer capable of continuing itself. 4 East, 17.-CHITTY.

26

Refusing or neglecting to choose such officers as they are obliged to do by their charter is a ground of forfeiture. Carth. 483; sed vid. 11 Geo. I. c. 4. For a forfeiture a corporation is not dissolved without a judgment in a court of law to enforce it; and this is attained by scire facias or quo warranto. Bac. Abr. Corp. G. As to the effect of this judgment, see 2 T. R. 515. 4 T. R. 122. 2 Kyd. 496. Bac. Abr. Corp. G.-CHITTY.

27 A private corporation aggregate may be dissolved by the death of all its members, or by the loss of an integral part when it is rendered unable to do any corporate act or

to restore itself by a new election; or it may be dissolved by a surrender of its franchises to the State, or its assent to an act of the legislature repealing the charter. It may also be dissolved by a forfeiture of its charter, through abuse or neglect of its franchises, as if for condition broken; but not every non-user is sufficient ground of forfeiture. Where dissolved by either of the two former methods, no judgment of dissolution is necessary; but where there is an existing corporation, capable of acting, which has been guilty of such neglect or abuse of its franchises, or of the powers committed to its trust, as to amount to a cause of forfeiture, such forfeiture must be judicially ascertained and declared. Canal Co. vs. Railroad Co., 4 Gill & Johns. 1. Arthur vs. Bank, 9 S. & M. 394. By common law a forfeiture of charter can only be exacted in a court of law by scire facias or quo warranto. State vs. Merchants Insurance & Trust Co., 8 Humph. 235. An act of incorporation being a compact between the State and the corporators, it seems that the corporation cannot dissolve itself by its own act merely, and that a dissolution can only be effected by the assent of both the parties to the compact, or by the judgment of a court of competent jurisdiction. Town vs. Bank, 2 Doug. 530. Norris vs. Smithville, 1 Swan. 164.--SHARSWOOD.

391

THE END OF THE FIRST BOOK.

COMMENTARIES

ON

THE LAWS OF
OF ENGLAND.

BOOK THE SECOND.

Of the Rights of Things.

CHAPTER I.

OF PROPERTY, IN GENERAL.

THE former book of these commentaries having treated at large of the jura personarum, or such rights and duties as are annexed to the persons of men, the objects of our inquiry in this second book will be the jura rerum, or those rights which a man may acquire in and to such external things as are unconnected with his person. These are what the writers in natural law style the rights of dominion, or property, concerning the nature and original of which I shall first premise a few observations, before I proceed to distribute and consider its several objects.

*There is nothing which so generally strikes the imagination, and [*2 engages the affections of mankind, as the right of property; or that sole and despotic dominion which one man claims and exercises over the external things of the world, in total exclusion of the right of any other individual in the universe. And yet there are very few that will give themselves the trouble to consider the original and foundation of this right. Pleased as we are with the possession, we seem afraid to look back to the means by which it was acquired, as if fearful of some defect in our title; or at best we rest satisfied with the decision of the laws in our favour, without examining the reason or authority upon which those laws have been built. We think it enough that our title is derived by the grant of the former proprietor, by descent from our ancestors, or by the last will and testament of the dying owner; not caring to reflect that (accurately and strictly speaking) there is no foundation in nature or in natural law, why a set of words upon parchment should convey the dominion of land: why the son should have a right to exclude his fellow-creatures from a determinate spot of ground, because his father had done so before him: or why the occupier of a particular field or of a jewel, when lying on his death-bed, and no longer able to maintain possession, should be entitled to tell the rest of the world which of them should enjoy it after him. These inquiries, it must be owned, would be useless and even troublesome in common life. It is well if the mass of mankind will obey the laws when made, without scrutinizing too nicely into the reason for making them. But, when law is to be considered not only as a matter of practice, but also as a rational science, it cannot be improper or useless to examine more deeply the rudiments and grounds of these positive constitutions of society.

In the beginning of the world, we are informed by holy writ, the all-bountiful Creator gave to man "dominion over all the earth, and over the fish of the sea,