75 Va. 215 | Va. | 1881
delivered the opinion of the ’court.
If this is to be considered as a suit by the appellees, W. W- Thornton and others, individually, it cannot be maintained. The whole record shows that they have no such interest, legal or equitable, in the subject matter of controversy as entitles them to the relief prayed. If there be any person or persons entitled to such relief on the case presented, it is not the appellees, but “ the county school board of Prince William county.” This board is duly incorporated by an act of the general assembly, which provides that “ the connty superintendents of schools of each county of the State, or, in case there are two in a county, both of such superintendents, together with the district school trustees in each county, including those in cities of the second class, for certain purposes hereinafter specified, constitute a body corporate under the style of ‘ the county school board ’ of-county, and may, in its corporate capacity, sue and be sued, contract and be contracted with, and take, hold and convey property.” (Acts 1871-72, ch. 107, § 1, p. 81; Code of 1873, ch. 78, § 15).
When the rights and interests of a corporation are involved, they can be asserted and enforced by the corporation only—in its corporate capacity and in its corporate name—unless the act of incorporation or some statute otherwise provides, as we infer from the report was the case in Dart v. Houston, 22 Geo. R. 506, cited and relied upon by counsel of the appellees. See also Maurey v. Motz, 4 Iredell (Eq.), 195.
And the same rule prevails in courts of equity as in courts of law. 2 Blatchf. (C. C.), 343.
The county school board of Prince William county being the only person competent to institute and prosecute a suit upon the case presented by the record, the question is, whether this is a suit by that corporation. This question can be answered only by an inspection of the record.
The summons commencing the suit is to answer a bill in chancery filed, not by the county school board of Prince William county, but by W. W. Thornton and eighteen other persons severally named, “constituting the county school board of Prince William county.” Looking to the bill, we find it is not a bill by the corporation, nor in its name, but "by and in the names of those who are members of the corporation. They are the complainants. They are so represented (under the description “ your orators”) in the very commencement of the bill and throughout. It begins thus: “ Your orators, W. W. Thornton (and others named), would most respectfully represent to your honor that,” &c., and each and every succeeding allegation and also the prayer for process and for relief are by the same individual complainants. There is not a single allegation or representation by the corporation in the whole bill. It is true,
In the orders entered at rules, the clerk treats Thornton and others as the complainants. The answer of the defendants is to a bill filed by Thornton and others, “ composing the coimty school board of Prince William county,” and the learned judge, in the decree appealed from, describes the bill as “ the bill of the plaintiffs,” and directs a sale “ unless the defendants or some one for them shall, within sixty days from this date, pay to the complainants the said sum of 885 pounds,” &c.
So it is perfectly manifest from this whole record that this a suit not by the corporation, nor in its name—it is not a party—but by Thornton and others, standing upon the record as appellees here, who were members of the board, and acted under the erroneous impression that because they were such members they could maintain the suit in their own names.
It was under a like erroneous impression that the suit
With this accords Bundy v. Birdsall, 29 Barb. R. 31.
The case of Bartlett and others v. Brickett, 14 Allen R. 62, is another illustration. An action of replevin was brought in the names of certain individuals, described as “The Trustees of the Ministerial Fund in the North Parish of Haverhill.” In subsequent portions of the writ they were referred to as “the said trustees” and “the said plaintiffs.”
Speaking for the court, Judge Hoar said, “There is nothing in the suit to indicate that the plaintiffs were a corporation, or that any corporation was a party to„the suit. The plaintiffs are severally named, with their place of residence. It is true they are described as the trustees of a ministerial fund, and that the corporate name of the body owing the fund was shown at the trial to be ‘The Trustees of the Ministerial Fund’ mentioned in the writ. But they are .afterwards spoken of as ‘the said trustees’ and as ‘the said plaintiffs.’ There is nothing upon which judgment could be rendered against the corporation. * * * * We have no doubt that the plaintiffs did not intend to prosecute the suit in the name of the corporation, but brought it inadvertently in their own names.”
Brittain v. Newland, 2 Dev. & Batt. R. 363, was an action by certain persons in their proper names, describing themselves as the president and directors of “The Buncombe Turnpike Company,” and a section of the act of incorporation authorized the president and directors to demand and receive tolls. Daniel, J., speaking for himself and his associates Puffin and Gaston, said, “We think this section only constituted the president and directors agents for the corporation, for the objects there mentioned. It does not authorize them to sue for the tolls in their own names, although they should make the addition to their names in the writ that they were the president and directors of ‘The Buncombe Turnpike Company.’ The suit should have been
The conclusion we have reached, which could not be avoided without an utter disregard of the most essential principles of equity pleading and practice, is that the demurrer to the bill should have been sustained; and as the sole complainants had no interest in the subject matter of the suit, the bill was not amendable by the substitution of the corporation as complainant, and should therefore have been dismissed. Bradley v. Amidon, 10 Paige R. 235, 237; Lemon, Guardian, v. Hansbarger, 6 Gratt. R. 301; Sillings and others v. Bumgardner, Guardian, 9 Gratt. 273.
Of course the dismissal of the bill will be without prejudice to the right of “ the county school board of Prince William county ” to institute any proper suit which that corporation may be advised to bring touching the subject matter of this suit.
It would seem, from the arguments of counsel, that this case has perhaps not been fully developed on the merits, and we are therefore the better satisfied with the disposition which has been made of it. The ends of justice will probably be attained with more certainty on a new bill by the proper party.
The decree was as follows:
This day came again the parties, by their counsel, and the court, having maturely considered the transcript of the record of the decree aforesaid and the arguments of counsel, is of opinion, for reasons stated in writing and filed with the record, that the said decree is erroneous; therefore, it is decreed and ordered, that the said decree be reversed and annulled, and that the appellants recover against the appellees, W. W. Thornton and others, their costs by them
Decree reversed.