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and acted only by its common seal.a Afterwards, the rule was relaxed, and, for the sake of convenience,
in 1821, and he held it demonstrable that the statute of Eliz did not establish a single new principle in the law of charities, and that where that statute does not exist, feoffments and grants to trustees for charitable uses were valid. Id. 244 to 265. The statute of Eliz. specified the objects which were to be deemed charities, and the English chancery epforces none others. The power to enforce such charities was in the court by virtue of its original constitution independent of the statute. Under the Eag. lish statute of mortmain, of 9 Geo. II., c. 36, a corporation cannot take the proceeds of lands devised or directed to be sold, nor monies arising from the sale of land given to charitable uses by will. Id. p. 223. 227. But in NewYork a devise to trustees for the use of a corporation is valid, though a direct devise of land to a corporation for charitable uses is void. The English statute of Geo. II. avoids any gift or appointment to any person, of any interest or estate in lands, or of any money or benefit derived from the sale of lands, if it be for the benefit of any charitable use. (Amb. 20. 155. 307. 635. 14 Vesey, 340. 2 Keen, 172. Seaton on Decrees, 130. 1 Hoffman's Ch. Rep. 234.) But under the N. Y. K. S. vol. 2. p. 57. sec. 3, a devise in trust to lease or sell lands and pay the proceeds to a corporation is valid, and as the A. V. Chancellor observed, “ the great law of charities has been saved.” Mr. Binney in a learned and able argument in the case of Vidal v. The City of Philadelphia, in the supreme court of the United States in February, 1844, 2 Howard's R. 127, selected from the volumes of the British record commission, published in 1827, above 50 cases of bills and answers in chancery relating to charitable uses, from the reign of Richard II. to that of Elizabeth ; and which went to show the fact of the exercise of chancery jurisdiction in cases of charitable uses besore the 43d of Elizabeth, and that charitable uses for general and indefinite purposes, as well as for specific charities, were assisted at that period precisely as they are now. The fact I think may be considered indisputable, that chancery uses are lawful uses by the common law and that the statute of Elizabeth was only an ancillary remedy, now supplied by chancery as the rightful original tribural for such trusls. The cases were considered in this light in the opinion of the supreme court as delivered by Mr. Justice Story in the great case of Vidal v. Girard's executors above mentioned. The decision in this last case may be said to close all further discussion and controversy on the subject, and it establishes that a corporation has a legal capacity to take real or personal estate in trust for charitable, elee. mosynary and beneficial uses and purposes, in the same manner and to the same extent, as a private person may do, and the trusis may be enforced in equity. It was declared that equity had an inherent jurisdiction before the statute of Elizabeth, upon the ground of the common law, to
• Davies' Rep. 121, the case of the Dean and Chapter of Ferues.
corporations were permitted to act, in ordinary matters, without deed, as to retain a servant, cook, or but
enforce charitable uses. Mr. A. V. Chancellor Sandford in his very learned and able judgment in the case of Kriskern v. The Lutheran churches, 1 Sandford's Ch. R. 439, recognizes the same doctrine, and I refer to that case for the elucidation and establishment of the great principle, that courts of equity will give effect to charities directed to religious purposes, on the ground of a trust, and will see that the intent of the founder of them for civil as well as religious purposes be carried into effect. If a charity be created for a religious purpose, in a christian congregation designated by the name of a sect, without any specification of the particular worship or tenets intended, that intent of the founder will be deduced from the tenets, and doctrine, and discipline of the congregation avowed and practised by its professors and worshippers at the time of the donation, and the charity will be held appropriated to such a church and to none other. This case is distinguished by an exuberantdisplay of the ological learning on the subject of Lutheran creeds and faith, and for the intelligence, discretion and logical acuteness of the A. V. Chancellor. The same principles and conclusions of equity were stated and declared in the analogous cases on Lady Hewley's charity, before the English courts in the Attorney-General v. Pearson, 2 Simon R. 290. Attorney-General v. Shore, Id. note S. C. 9 CL. & Fin. 390. 553. 11 Simons, 615. 626, n. See also Angell and Ames on Corporations, 3d edit. 137–150, for a full digest of the cases on this litigated question of the power of a corporation to take as devises for charitable uses. In Shotwell v. Mott, 2 Sandford Ch. R. 46, the learned ViceChancellor renews the discussion of the jurisdiction of the court of chancery over charitable uses, and he considers it as having existed at common law, long prior to the time of the Tudors ; that the point is now settled by judicial decisions, wbether the trustees were a corporation or individuals, or the gift was to trustees by name, or merely for an object sufficiently definite and specific to be carried into effect. Id. p. 50. Until the statute of 9 Geo. II. charitable uses were protected by the common law. We inherited them from England and our land is filled with benevolent institutions en. dowed and upheld by that law, and it is clear that our statutes of uses and trusts never intended to cut off gifts and devises to charitable uses, but only private uses and trusts which had perplexed real property by their intricacies and refinements, and public trusts and charitable uses were not within the purview of the revised statutes-the statute of uses of 27 H. 8th ch. 10. never had any application to public charities. Id. p. 50–53. Tho legal restrictions against perpetuities were never directed against gifts for charitable uses or for any eleemosynary purposes. It is the policy of the law to encourage their extent and duration. Thelesson's will was not a charity, and charities are not inalienable by trustees. Attorney-General v. Hungerford, 2 Clark & Fin. 357. 374. Attorney-General v. Warren, 2
*289 ler. The case in 12 Hen. *VII. 25,b was, that a
bailiff, as a servant to a corporation, could justify without being authorized by deed; but that no interest could depart from a corporation, as a lease for years, a license to take fees, and a power of attorney to make livery, without deed. So, in Manby v. Long, it was held, that a bailiff to a corporation, for the purpose of distress, did not require an appointment in writing. In Rex v. Bigg,d the old rule was still further relaxed; and it seems to have been established, that though a corporation could not contract directly, except under their corporate seal, yet they might, by mere vote, or other corporate act, not under their corporate seal, appoint an agent, whose acts and contracts, within the limit of his authority, would
Swanston, 291, 302. Shelford on mortmain and charitable uses, Dutch Church v. Moit, 7 Paige 17, Id. p. 55. Griffin v. Graham, 1 Hawle N. C. R. 96. This decision of the Vice-Chancellor of New-York respecting charities, is spirited, luminous and sound, and places the validity of public charities on solid foundations, and draws the just and intelligent distinction between public and private trusts and perpetuities.
In England if there be no trustees, and the object is wholly undefined, the king administers the charity as parens patria, but with us the information of the attorney general may be the appropriate remedy, or the executors or trustees may apply directly to the court for direction, as in the case of Wright v. The Trustees of the Meth. E. Church, 1 Hoffman's Ch. Rep. 202. And it seems to be understood that the rents of the land accruing between the death of the testator and the sale of the lands, go to the heir and not to the charity. Ibid. 266.
In North Carolina, on the other hand, it was held that a bequest to a number of persons in their aggregate capacity but not incorporated, and the object of the bequest wholly indefinite, was void. The English doctrine of charities by which such bequests were to be cxecuted cy pres, was deemed unsound, and not the equity law in that state. Holland v. Peck, 2 Iredell's Eq. Cases, 255.
a Plowd. Rep. 91. b. 2 Saund. Rep. 305. 3 P. Wms. 433. arg., and 1 Kyd on Corporations, 260.
b Bro. tit. Corporations, 51.
c 3 Lev. Rep. 107. Smith v. B. & S. Gas Light Co., 3 Neville fManning, 771. 1 Adolp. g Ellis, 526, S. P.
3 P. Wms. 419.
be binding on the corporation. In a case as late as 1783,2 it was held, that the agreement of the major part of a corporation, entered in the corporation books, though not under the corporate seal, would be decreed in equity. In Yarborough v. The Bank of England,b it was admitted, that a corporation might be bound by the acts of their servants, though not authorized under their seal, if done within the scope of their employment. At last, after a full review of all the authorities, the old technical rule was condemned in this country as impolitic, and essentially discarded ; for it was decided by the supreme court of the United States, in the case of The Bank of Columbia v. Patterson,c that whenever a corporation aggregate was acting within the range of the legitimate purpose of its institution, all parol contracts made by its authorized agents were express and binding promises of the corporation; and all duties imposed upon them by law, and all benefits conferred at their request, raised implied *promises, for the enforcement of *290 which an action lay.d The adjudged cases in
• Maxwell v. Dulwich College, cited in 1 Fonb. Tr. 296. note. But in Carter v. Dean and Chapter of Ely, 7 Simons, 211, the authority of that case as a precedent, was very much questioned, and the vice-chancellor considered it as resting on its particular and singular circumstances, and that it did not in the least disturb the settled rule of law, that eleemosynary and ecclesiastical corporations were not bound by any thing in the shape of an agreement regarding their lands, unless it was evidenced by a deed or writing under their corporate seal.
0 16 East's Rep. 6.
1 It was held by Lord Mansfield, in the case of The King v. The Bank of England, Doug. 523, that assumpsit would lie against a corporation for refusal to transfer stock, and the same point was ruled by the supreme court of New York, in the case of Kortright v. Buffalo Commercial Bank, 20 Wendell, 91, and affirmed on error, 22 Ibid. 348. It may now be considered as settled law, that an action of assumpsit will lie against a corporation on an implied promise. See the numerous cases referred to in Angell f. Ames on Corporations, 368, 382–5. 3d edit. So a special action on the case will lie against a corporation for neglect or breaches of duty. Trover and trespass will also lie against a corporation in certain cases. Ibid. 330_333. So all corporations, whether public or private, may issue ne
England, and in Massachusetts, were considered as fully supporting this reasonable doctrine; and that the technical rule, that a corporation could not make a promise except under its seal, would be productive of great mischiefs. As soon as it was established, that the regularly appointed agent of the corporation could contract in their name without seal, it was impossible to support the other position. Afterwards, in Fleckner v. United States Bank,a it was decided, by the same court, that a bank, and other commercial corporations, might bind themselves by the acts of their authorized officers and agents, without the corporate seal. Whatever might be the original correctness of the ancient doctrine, that a corporation could only act through the instrumentality of
gotiable paper for a debt contracted in the course of its proper business. Kelley v. Mayor, &c. of Brooklyn, 4 Hills N. Y. Rep. 263. N. Y. Legal Observer, Nov. 1846. In the case of Regina v. A Railroad Company, Q. B. June 1846, it was adjudged in the Q. B. after a learned discussion, that an indictment would lie against a corporation aggregate for a mis. feasance. The proper punishment is the assessment of a fine. It seemed to be assumed in that case as undeniable that a corporation was indict. ablo for a wrongful omission of duty. In this country it is the well settled and familiar practice that quasi corporations created by law for purposes of public policy, are subject to indictment for breach or neglect of duty. Mower v. Leicester, 9 Mass. R. 247. Riddle v. Locks & Canals, 7 Mass. R. 169. See also Angell s. Ames on Corporations, 3d ed. p. 392-f.
It may properly be observed while on the responsibility of corporations, that it is a settled principle that corporations are subject to taxes and as. sessments as owners and occupiers of land and other property as individuals, when their charters contain no stipulation of exemption. Spencer Ch. J. in the matter of Queen v. Middletown M. C. 16 Johnson, 7. Clinton Wool & C. M. Co. v. Morse & Bennet, cited by Ch. J. Thompson in 15 Johnson, 382. Ontario Bank v. Bunnel, 10 Wendell, 185. Bank of Watertown v. Assessors &c. 25 Wendell, 686. Providence Bank v. Billings, 4 Peters, 514. People v. Supervisors of N. Y. 18 Wendell, 605. People v. Supervisors of Niagara, 4 Hill N. Y. R. 20,-See also supra vol. 1. 424–428, and see also Angell o Ames 3d edit. 427. 428. 429. 431. and ch. 13, where the cases are digested, and the subject discussed fully and ably.
.8 Wheaton, 338.