9 Despatch Line v. Bellamy Manuf. Co. 12 N. H. 205; Dudley v. Kentucky High School, 9 Bush, 576; Columbia Bottom Levee Co. v. Meier, 89 Mo. 53.

10 Day v. Newark etc. Manuf. Co. 1 Blatchf. 628; Miller v. Ewer, 27 Me. 509; Michigan Bank v. Gardner, 15 Gray, 362.

11 Matthews v. Trustees of Theolog. Sem. 2 Brewst. 541; Kennebec Co. r. Augusta etc. Banking Co. 6 Gray, 204; Conn. Mut. Life Ins. Co. v. Cross, 18 Wis. 109.

§ 40. Powers in respect of property. By the common law, corporations have, incidentally, a right to take, hold, and transmit in succession property, real and personal, to such an extent as may be necessary to carry into execution the object of their creation. This right was and is of the essence of every corporation, whether created by license, or prescription, or legislative act,2 and in the absence of any statutory prohibition, they may take by all the usual modes of acquiring property.3 A corporation, although created but for a limited period, may, nevertheless, acquire title in fee to lands necessary for its use. But a corporation cannot purchase and hold lands for purposes not authorized in its charter; 5 and if chartered and organized for a specific purpose, it has no power to purchase or lease property unconnected with its legitimate business, and for the sole purpose of carrying on a suit and harassing another under the forms of law." A power to purchase includes a power to take a mortgage or pledge. A corporation may take a mortgage upon land by way of security for loans made in the course and according to the usage of its lawful operations, or in satisfaction of debts previously so contracted. Power to mortgage the property of a corporation for a particular purpose will not authorize the corporation to mortgage for different purposes, or to apply the funds so raised to other purposes.9 If a corporation is forbidden by its charter to purchase or take lands, a deed made to it would be void; 10 but such prohibition does not necessarily forbid taking a mortgage to secure a debt.11 Under a power to acquire property by gift, purchase, or otherwise, a corporation may take leasehold property; 12 and a power to

hire buildings authorizes the usual covenants to repair. 13 In the absence of any restriction in its charter, the corporation may dispose of any lands, goods, or chattels which it has a right to acquire,14 or of any interest in the same it may deem expedient, 15 having the same power in this respect as an individual.16 But without clear authority so to do, it can neither mortgage 17 nor sell its franchises. 18 The United States is a body politic and corporate, 19 and is capable of holding property, real and personal.20 But if the law of a state authorizes devises of real estate to be made only to natural persons, and to such corporations as are established by the law of the state, a devise of lands to the government of the United States is void; 21 otherwise, where no such restriction exists.22 The mere right of a corporation chartered in one state to purchase and sell property, not being in its nature strictly a franchise, will be recognized and protected in the courts of another state,23 subject to the qualification that the enjoyment and exercise of such right shall not be contrary to the laws or settled policy of the latter state, or prejudicial to its interests or those of its citizens.24 An express enabling act of the legislature is not necessary.25 In England, every corporation not expressly restricted therefrom by the charters or acts of parliament creating them, may acquire, hold, and deal with every species of personal property as fully and freely as an ordinary individual; 26 but their common-law right to take and hold lands and tenements has been restrained by the statutes of mortmain, which subject the power to acquire lands to the discretion of the crown or parliament as to the grant of a license.27 The statutes of mortmain have not been re-enacted or adopted in this country, 28 except in the state of Pennsylvania,23 where they are understood to extend only so far as they prohibit dedications of property to superstitious uses, and grants to a corporation without a statutory license; 30 and the objection to a grant of land to a corporation, which it is not authorized by its

charter to hold, can only be made by the commonwealth.81 No corporation or association for religious or charitable purposes can acquire or hold real estate in any territory of the United States of greater value than fifty thousand doliars, under penalty of forfeiture and escheat to the United States.32 In this country corporations are usually limited, in the acts of incorporation, as to the value or amount of real estate which they may hold. But a corporation has a right to accumulate its profits; 33 and if the property when purchased does not exceed the sum limited, the title to it cannot be affected by its rising in value to a greater amount; 3 and if of greater value, at first, the state alone has the right to disturb the title.85

1 Binney's Case, 2 Bland, 142; Reynolds v. Comm'rs etc. 5 Ohio, 205; McCartee v. Orph. Asy. Soc. 9 Cowen, 4,7; Ketchum v. Buffalo, 14 N. Y. 356; State v. Madison, 7 Wis. 688; Callaway etc. Co. v. Clark, 32 Mo. 305; Central Gold Min. Co. v. Platt, 3 Daly, 263; Page v. Heineberg, 40 Vt. 81.

2 Sherwood v. Am. Bible Soc. 4 Abb. Ct. App. 227; S. C. 1 Keyes, 561.

3 Robie v. Sedgwick, 35 Barb. 319.

4 Nicoll v. N. Y. etc. R. R. Co. 12 N. Y. 121; Rives v. Dudley, 3 Jones Eq. 126.

5 State v. Comm'rs of Mansfield, 3 Zab. 510; and see Natoma etc Co. v. Clarkin. 14 Cal. 544; Coleman v. Turnpike R. Co. 46 id. 31; First Parish in Sutton v. Colé, 3 Pick. 232; Chapin v. School District, 36 N.

H. 445.

6 Occum Co. v. Sprague Manuf. Co. 34 Conn. 29

7 Commercial Bank etc. v. Nolan, 7 How. 508; Aurora Agricult ural etc. Soc. v. Paddock, 80 Ill. 263. See Deloach v. Real Estate Bank, 18 La. Au. 447.

8 Spafford v. First Nat. Bank etc. 37 Iowa, 181; 18 Am. R. 6; Thomaston Bank v. Stimpson, 21 Me. 195; Baird v. Bank of Washing. ton, 11 Serg. & R. 411; Am. Mut. Life Ins. Co. v. Owen, 15 Gray, 451. 9 Trevilian v. Mayor of Exeter, 27 Eng. L. & Eq. 578; and see Leavitt v. Yates, 4 Edw. Ch. 134.

10 Leazure v. Hillegas, 7 Serg. & R. 313.

11 Bluut v. Walker, 11 Wis. 334.

12 Abby v. Billups, 35 Miss. 618; and see Steamboat Co. v. McCutch. eon, 13 Pa. St. 15.

13 Abby v. Billups, 35 Miss. 618.

14 Barry v. Merchants' Ex. Co. 1 Sand. Ch. 280; Town Council of Newark v. Elliott, 5 Ohio St. 113; Burton's Appeal, 57 Pa. St. 213; Miners' Ditch Co. v. Zellerbach, 37 Cal. 543.

15 Gibson v. Goldthwaite, 7 Ala. 282; Richardson v. Sibley, 11 Allen, 65; White Water etc. Canal Co. v. Vallette, 21 How. 414. See Bethle hein Borough v. Perseverance Fire Co. 81 Pa. St. 445.

16 Reynolds v. Comm'rs, 5 Ohio, 204. Compare Black . Del. etc. Canal Co. 22 N. J. Eq. 399; Treadwell v. Salisbury Manuf. Co. 7 Gray, 393, 404.

17 Commonw. v. Smith, 10 Allen, 448; Pullan v. Cin. etc. R. R. Co. 4 Biss. 35.

18 Toledo Bank v. Bond, 1 Ohio St. 622; and see Middlesex R. R. Co. v. Boston etc. R. R. Co. 115 Mass. 347; Pierce v. Emery, 32 N. H. 504. 19 United States v. Maurice, 2 Brock. 96.

20 Cotton v. United States, 11 How. 229.

21 In the Matter of Will of Fox, 52 N. Y. 530; 94 U. S. 315; and see White v. Howard, 46 N. Y. 144.

22 Dickson v. United States, 125 Mass. 311.

23 Thompson v. Waters, 25 Mich. 214; and see Lathrop v. Commercial Bank, 8 Dana, 114; City of Covington v. Covington etc. Bridge Co. 10 Bush, 69.

24 Claremont Bridge v. Royce, 42 Vt. 730; Boyce v. St. Louis, 29 Barb. 650; Northern Transp. Co. v. Chicago, 7 Biss. 52.

25 Thompson v. Waters, 25 Mich. 214; and see Gilmer v. Lime Point, 18 Cal. 251; Whitman Min. Co. v. Baker, 3 Nev. 386; Life Ins. Co. v. Overholt, 4 Dill. 287.

26 1 Kyd Corp. 104.

27 See Farrar v. Vaughan, 2 Ves. Sr. 188; Simpson v. Westminster Palace Hotel Co. 8 H. L. Cas. 712; Horsey's Claim, Law R. 5 Eq. 561; McDonough Will Case, 15 Ilow. 367, 404.

28 See Chambers v. St. Louis, 29 Mo. 543; Paige v. Heineburg, 40 Vt. 81; Davison College v. Chambers' Ex'rs, 3 Jones' Eq. 253; Potter v. Thornton, 7 R. I. 252; Odell v. Odell, 10 Allen, 1.

29 Purd. Dig. 350.

30 Leazure v. Hillegas. 7 Serg. & R. 320; Miller v. Porter, 53 Pa. St. 292; and see Runyan v. Lessee of Coster, 14 Peters, 122.

31 Gormdie v. Northampton Water Co. 7 Pa. St. 233.

32 U. S. Rev. Stat. § 1890.

33 Barry v. Merchants' Ex. Co. 1 Sand. Ch. 280.

34 Harpending v. Dutch Church, 16 Peters, 455, 492; Bogardus v. Trinity Church, 4 Sand. Ch. 633. See Commouw. v. Frankfort, 13 Bush, 185. 35 Humbert v. Trinity Church, 24 Wend. 587; and see Camp v. Dobbins, 29 N. J. Eq. 36.

§ 41. Nature of corporate title.-The property of every corporation, including all its earnings and profits, belongs, primarily, to such corporation exclusively, and not to its members individually or collectively.1 The abstract entity, the corporation, is the owner and the only owner of the property.2 Money earned by the business of a corporation is corporate property, and does not become the separate property of the stockholders, until it is distributed among them by the corporation.8 The claims of stockholders are always subordinate to the claims of

creditors, and the property of a business corporation may be deemed a trust fund for the payment of debts.5 A corporation cannot take an estate in joint tenancy, either jointly with another corporation or with a natural person, if survivorship be an incident thereto; and if a corporation cannot hold land in its own name, it cannot hold it in the name of another, nor take a beneficial interest in it. An act conferring power upon a corporation to take by purchase, is to be construed subject to the restrictions and incapacities created by other general statutes. A conveyance which, if made by an individual, would be void within the statute of frauds, would also be void if made by a corporation. And ownership of property by a corporation may be proved by the same kind of evidence that would prove ownership in a natural person. The title to property may be vested in a company or association before it is incorporated, and no formal transfer is necessary, after incorporation, to vest such title in the corporation.11

10

1 Karnes v. Rochester etc. R. R. 4 Abb. Pr. N. S. 107. See also Goodwin v. Hardy, 57 Me. 143.

2 Reg. v. Arnaud, 16 Law J. N. S. 50; 9 Ad. & E. N1 S. 806.

3 Jones v. Terre Haute etc. R. R. Co. 57 N. Y. 196; Curry v. Woodward, 44 Ala. 305; Phelps v. Farmers' etc. Bank, 26 Conn. 269; Burroughs e. No. Car. R. R. Co. 67 No. Car. 376; Rand v. Hubbell, 115 Mass. 461; Goodwin v. Hardy, 57 Me. 143.

4 City of Utica v. Churchill, 33 N. Y. 161; and see People v. Comm'rs, 35 id. 423; 4 Wall. 244; Cunningham v. Vermont etc. R. R. Co. 12 Gray, 411. But see First Nat. Bank v. Fancher, 48 N. Y. 524.

5 San Francisco etc. R. R. Co. v. Bee, 48 Cal. 398; and see Verplanck v. Mercantile Ins. Co. 1 Edw. Ch. 84, 87; Karnes v. Rochester etc. R. R. Co. 4 Abb. Pr. N. S. 107.

6 Telfair v. Howe, 3 Rich. Eq. 235.

7 Coleman v. San Rafael etc. Road Co. 49 Cal. 517. See Fellows v. Miner, 119 Mass. 541; Chamberlain v. Chamberlain, 43 N. Y. 424, 8 McCartee v. Orph. Asy. Soc. 9 Cowen, 437.

9 Smith v. Morse, 2 Cal. 524.

10 Lowe v. State, 46 Ind. 305.

11 American Silk Works r. Saloman, 4 Hun, 135; S. C. 6 Thomp. & C. 352; Boynton v. Hatch, 47 N. Y. 225; and see Rotch's Wharf Co. v. Judd, 108 Mass. 224; Benevolent Soc. v. Benevolent Soc. 2 Tenn. Ch. 77: Queensbury Industrial Soc. v. Pickles, Law R. 1 Ex. 1.

§ 42. Presumptions in favor of title.—A corporation authorized to receive conveyances of land for certain