With us incorporations are by statute either mediately or immediately ; and the powers, incidents, duties, and liabilities, of the corporation, are to be determined by the statute or statutes in which the corporation originates.
Towns, parishes, and proprietors of common lands, who hold meetings and regulate their proceedings under divers provisions of statutes enacted upon those subjects, are said to be quasi corporations, and have certainly many of the incidents of corporations aggregate; and as to these, there can be nо doubt of their liability in actions of assumpsit. The practice of bringing actions against them in that form, and of maintaining such actions by evidence of parol promises, both express and implied, has been in long-continued and frequent use, and has never been questioned.
Aggregate corpоrations, in the sense which those terms have at rommon law, have been created also by private and particular statutes, in which the incidents, powers, duties, advantages, and liabilities, of the corporations are generally stated in some detail. [ * 401 ] * There are general statutes, to declare what shall be the incidents of all incorporations established for certain purposes; and accordingly thе corporations since created are, by the statutes incorporating them, established with a reference to the general stаtute, by which corporations for those purposes are regulated.
But it may be said, as to all corporations created by' special statutes, that in the statute of incorporation, either expressed therein, or by reference to the more general statutе respecting incorporations of that character or use, that they have an authority and capacity granted them, to estаblish such rules and regulations as shall be necessary for the well-ordering of the affairs thereof.
We are therefore to look at their rulеs, and their mode of doing business, of well-ordering their affairs, which they themselves nave adopted; and if they have practically, or by the rules established, neglected or dispensed with any precautions which at common law were deemed essential to the security of aggregate corporations, still, if there is sufficient evidence of a common consent, .of a joint and corporate act, they must be considered as liable, especially where individuals, who have trusted to th’e good faith of a corpora
In short, this question, if there has been no direct decision upon it, has been impliedly determined by this Court in several cases that have occurred. The case of Gray vs. Portland Bank
* It is necessary to prove the duty upon which the [ * 402 ] assumpsit is supposed to arise. This may appear by evidence of some express stipulation fairly made in the name of the corporation, by their agent or directors, authorized by their rules and regulations, or by corporate votes. The duty may arise upon some act or request of the same agency, and within their authority, where no express stiрulation is to be proved. But where the duty is fully implied and understood, and arises upon a meritorious and valuable consideration, the party entitled by the consideration may maintain this action of assumpsit.
The doubt, principally arising in the case at bar, is upon the evidence offered tо prove a duty of this corporation, as arising upon the consideration by which the plaintiffs would entitle themselves. They prove no request of General Bridge, or of the directors, as such, or of any person acting or professing to act, in the name and behalf of the corporation. The plaintiffs claim the amount of their disbursements for work done on the turnpike road. The disbursements, or the application of them, аre not disputed, and General B. and other members of the corporation saw the men at work, who were employed and paid by the plaintiffs. But this evidence does not prove a request to the plaintiffs by the corporation, or by the directors, or by their authorized agent; оr any stipulation, expressed or implied, to authorize a charge against the corporation for these disbursements. What is proved may have happened under a con-' tract with General B., for himself individually, or in behalf of the corporation; and this contract it may be сonvenient, in certain events, to suppress. In the votes of the directors, and the authority given to General B., he was directed to make his сontracts for the corporation in writing; and contracts not reported and recognized
* It is аlso to be observed that the authority to General B., and to the other agents, seems to have required invariably a stipulation to pay оne third in turnpike shares. No contract by General B., as agent of the corporation, would be valid-to charge them, from which that stipulatiоn was omitted.
, No individual member can represent the corporation in their aggregate capacity, but in consequence of their consent. The requisite evidence of this, at common law, was a deed under the seal of .the corporation.
Upon the whole, we see no sufficient evidence of any authority which General Bridge had to bind the corporation, so as to subject them to this demand of the plaintiffs. The verdict taken in the case is therefore set aside, and
A new trial granted,
Stat. 1804, c. 125. —1808, c. 65.
1 Chitty, 98. — 5 East, 239, 242. — 6 Vin. Abr. 137, pl. 49.
3 Mass. Rep. 364.
Co. Lit. 66, b. — Com. Dig., tit. Franchises, 11,12, 13.
[Overseers, &c., North White Hall vs. Overseers, &c., South White Hall, 3 Serg. Rawle, 117. — Bank of Columbia vs. Paterson, 7 Cranch, 299. — Danforth vs. Schoharie Turnpike Comp. 12 Johns. 227. — Dunn vs. St. Andrew's Church, 14 Johns. 118.
— Clark vs. Corporation of Washington, 12 Wheat. 40. — Bank U. S. vs. Dandridge, 12 Wheat. 64. — Magill vs. Kanfmow, 4 Serg. & Rawle, 317. — Proprietors Canal Bridge vs. Gordon, 17 Mass. Rep. 297. — Foster vs. Essex Bank, 17 Mass. Rep. 479.
— Salem Bank vs. Gloucester Bank, 17 Mass. Rep. 1. — See Slack vs. Highgate Archway Company, 5 Taunt. 792._— Murray vs. East India Company, 5 B. & A. 204. — Garvey vs. Colcock, 1 Nott & M’Cord, 231. — Broughton vs. Manchester Waterworks, 3 B. & A. 1. —Ed.]