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Book 1, part 1, tit. 2, chap. 5.

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Having no other than an ideal existence, a corporation cannot commit a battery, nor bring an action for an assault and battery; it cannot be imprisoned. But corporations may be liable for acts of omission of their officers or agents.

A corporation derives all its power from its charter, it is of course incapable to perform any act forbidden by it, or which it does not authorize.

CHAPTER V.—OF THE DISSOLUTION OF CORPORATIONS.

194. A corporation legally established, may dissolve in the following ways:

1. By efflux or lapse of time. When the charter limits a time for the existence of the corporation, it is dissolved as soon as the period arrives.

2. By surrender. A corporation may yield up all rights to its charter, and surrender it to the legislature from whom it emanated;(a) and if the rights of third persons are to be affected by it, the surrender must be accepted by the legislature.(b) But the officers of a corporation, composed of several integral parts, cannot dissolve the corporation, without the full assent of the great body of the society. (c)

3. By a legislative act. A public corporation, when no individual has any vested interest in it, may be dissolved by an act of the legislature; but private corporations, where such private rights are vested, cannot be dissolved by a statute, so as to deprive any one of a vested right, unless the power so to dissolve it has been reserved in the charter. This wise provision is now generally contained in new charters.

4. By death of all the members of a corporation. But this does not apply to pecuniary corporations, as for example, a bank; in that case the rights of the

(a) Mumma v. Potomac Company, 8 Pet. 281.

(b) Revere v. Boston Copper Co., 15 Pick. 351; Enfield Toll Bridge Co. v. Conn. River Co., 7 Conn. 45.

(c) Smith v. Smith, 3 Desaus. 557.

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Book 1, part 1, tit. 2, chap. 6.

No. 195.

corporator vest in his executors or administrators, who then become members.

5. By forfeiture. A corporation may, by wilful nonfeasance or mal-feasance, forfeit its franchises, which may be seized by the state on a judgment upon an information filed and prosecuted by the state. (a) But such prosecution can be only by the state through its agents.(b) The remedy is by scire facias or quo war

ranto.

CHAPTER VI.-OF FOREIGN CORPORATIONS.

195. It is a rule of law, founded on reason, that no state has a right to extend the jurisdiction of its laws beyond its own territory. The states of the American Union are for many purposes considered as foreign to each other, and the jurisdiction of the laws of one of them can extend into the others only in those cases where the laws of a foreign country, or one not a member of the Union, becomes the rule for deciding controversies; but by the rules adopted among themselves, on the principle of comity, the laws of one of the states will, in certain cases, be executed, or have force in another.

Every corporation erected by the laws of a foreign state, taken in this sense, is a foreign corporation. Such a corporation cannot lawfully carry on business in another state; as, for example, a corporation created by the laws of Massachusetts, to carry on manufacturing or banking, could not establish itself in Pennsylvania, and there pursue the object of its creation, because the state of Massachusetts cannot extend its laws over Pennsylvania; but, by the comity of nations, a corporation established in one state may sue in another; and it may sue in a court of equity, as well as at law. (c)

(a) Terret v. Taylor, 9 Cranch, 43.

(b) Comm. v. Union Fire, etc., Ins. Co., 5 Mass. 230. See Lehigh Bridge Company v. Lehigh Coal and Navigation Company, 4 Rawle, 9.

(c) Silver Lake Bank v. North, 4 John. Ch. 370; Bank of Marietta v. Pindalf, 2 Rand. R. 465; Clarke v. New Jersey Steam Navigation Company, 1 Story, 531; British American Land Company v. Ames, 6 Met. 391;

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Book 1, part 2, tit. 1, chap. 1.

No. 197.

A foreign corporation, composed wholly of aliens, may sue in the federal courts, for the court will go beyond the corporate name and ascertain who are the parties really interested. (a)

PART II.-OF THE ENJOYMENT AND LOSS OF CIVIL RIGHTS.

TITLE I.-OF CONSTITUTIONAL RIGHTS.

196. Whatever may be the theories which have been adopted in other countries in order to establish a civil state, or the combination of all the power of a society of men under a particular direction, in the United States we need not have any recourse to them, because the foundation of our government is a compact or agreement of the people establishing the civil state, the constitution.

The first law of the civil state is the establishment of a public power to cause the execution of the laws, which shall not be exercised by any individual of the society; he is not permitted to do himself justice, but must appeal in all cases when required to the depositories of the public authority, or to the power of all for the surety of all, whenever he can have recourse to it. Hence the maxim that all the people are under the protection of the law.

All rights flow from the same source, the whole of the laws which concern the state; but they may be divided conveniently into political rights and civil rights.

CHAPTER I.-OF POLITICAL RIGHTS.

197. Political rights consist in the faculty of partici

Savage Man. Co. v. Armstrong, 5 Shep. 34; Day v. Essex Bank, 13 Verm. 97; Bank of Washtenaw v. Montgomery, 2 Scam. 422; Guaga Iron Co. v. Dawson, 4 Blackf. 202; Libbey v. Hodgdon, 9 N. Hamp. 394; Bank of Augusta v. Earle, 13 Pet. 519; Lucas v. Bank of Georgia, 2 Stew. 147.

(a) Bank of U. S. v. Deveaux, 5 Cranch, 61; Soc. for the Propagation of the Gospel v. Wheeler, 2 Gall. 105; Lexington Man. Co. v. Dorr, 2 Litt. 256.

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Book 1, part 2, tit. 1, chap. 2, sec. 1.

No. 200.

pating directly, either in the exercise or the establishment of the public power, or the public functions. These rights are fixed by the constitution, and have 'been considered in a former part of this work.(a)

CHAPTER II.-OF CIVIL RIGHTS.

198. Civil rights are those which have not for their object the exercise or the establishment of public power or functions. They consist in the power of acquiring and enjoying property, of exercising paternal and marital authority, and the like. Every one, unless lawfully deprived of them, is in the enjoyment of his civil, but not of his political rights. An alien, for example, has no political, though he is in the full enjoyment of his civil rights.

Civil rights are divided into absolute and relative.

SECTION I.-OF ABSOLUTE RIGHTS.

199. Absolute rights are those which belong to each man in particular, considered as an individual, independently of the relations which he has with other men, or the other members of society. Liberty, for example, is an absolute right.

By absolute rights, in a primitive and strict sense, must be understood those which man holds from nature; those which he enjoyed in his natural, independent state, and which he continues to enjoy in his civil state; for the very object of civil society is to maintain him in those absolute rights which he derives from the immutable laws of nature.

200. In entering into society, man yields up a part of his natural independence in exchange for the advantages he receives from society; and in consideration of those advantages he becomes bound to obey the laws which the majority have established. This species of constraint is far preferable to the ferocious liberty of a

(a) Prèl. Tit. c. 3.

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Book 1, part 2, tit. 1, chap. 2, sec. 1, § 1.

No. 203.

state of nature; for if he is restrained, others are also prevented from doing him any injury.

201. Civil liberty is the power to do whatever is permitted by the constitution of the state, or the laws of the land. It is no other than natural liberty, so far restrained by human laws, and no further, operating equally upon all the citizens, as is necessary and expedient for the general advantage of the public. (a) Thus every law which prevents us from injuring our fellow citizens, increases and assures civil liberty, though it may decrease natural freedom. On the contrary, every law which controls our actions, unnecessarily, in relation to things purely indifferent, is a law against liberty, unless, upon the whole, it proves a benefit to society at large.(b)

Laws prudently established, so far from destroying our absolute rights, become their strongest support. The absolute rights may be divided into three principal points: personal security, personal liberty, and the right to enjoy property.

202. The right of personal security is the principal object of the law. It consists in the legal and uninterrupted enjoyment by a man of his life, his limbs, his body, his health, and his reputation.

203.-1. Life is a gift which man has received from God, and which society incessantly endeavors to secure to him, even before he is born, from the very instant he exists in ventre sa mère. The law does not alone punish the homicide of a man who is born, but it punishes as a misdemeanor, whoever has procured the criminal abortion of a woman quick with child, even with her consent. And though the mother appears to have some rights over the foetus, which is yet a part of herself, she is punishable for attempting its life.

(a) 1 Bl. Com. 125; Paley's Mor. Phil. B. 6, c. 5; 1 Swift's Syst. 12. (b) 1 Bl. Com. 126.