a defendant to an action of battery, or such like personal injuries," for a corporation can neither beat, nor be beaten in its body politic; (1 Bl. Com. 503.) Whatever exceptions may exist to the rule, that actions of trespass will not generally lie against corporations, it is certain that this cannot be one of them. With respect to the question of joinder, Yarborough v. Bank of England, (16 East. 10,) is relied on by the plaintiff; that was trover. Ld. Ellenborough, there says, that the defendants, as a corporation, can do no act but through others; and that they cannot be subject to the process of trespass. The plaintiff might have entered a nolle prosequi as to the bank, but he insists on his right to proceed against all the defendants, 9. RIDDLE V. THE PROP. OF THE LOCKS AND CANALS ON M. RIV- Case lies for duty of a An action of the case, at common law, will lie against an ag neglect of a gregate corporation for neglect of corporate duty, by which the corporate plaintiff suffers. Such corporations being created for their own town. benefit, stand on the same ground, in this respect, as individuals. But it is well settled, that quasi corporations, created by the legislature for purposes of public policy, are subject by the common law, to an indictment for the neglect of duties enjoined on them, but are not liable to an action, unless the action be given by some statute. That question is fully discussed in the case of Russel v. The men of Devon, 2 Term. R. 667; and the reasons there given are conclusive against such actions at common law. (e) Form of pleas. 1. BANK OF AUBURN V. WEED, 19 Johns. N. Y. Rep. 300; SAME V. AIKEN, 18 ib. 137; DUTCHESS M. Co. v. DAVIS. 14 ib. 238. In a suit by a corporation, the plea of nul tiel corporation is Nul tiel cor bad on special demurrer, as amounting to the general issue. poration is bad upon But where the act of incorporation requires certain acts or special de things done before they can become a corporation, the replica- amounting murrer, as to the gener al issue, but tion to such plea, it is said, should specially show how the plain if the act of incorpora tiffs are a corporation. tionrequires certain A person, however, who has entered into a contract with a things done corporation by name, is estopped from averring the contrary. as a condi tion to their becoming such; the replication it is said, shouldshow spcc ally how they are a corpo ration. A corpora (f) of the evidence. 1. UNITED STATES V. JOHNS. 4 Dall. Penn. Rep. 412. JACKSON As corporations derive their power to act from the govern tion should ment, they should come prepared with the proper evidence of their creation as a body corp rate; and this it will appear, should pared with generally be done under the general issue. come into court pe proof of their crea tion. It would scem, how 2. DUTCHESS M. Co. v. DAVIS. 14 JOHNS N. Y. Rep. 238 BANK OF AUBURN V. WEED. 19 JOHNS N, Y. Rep. 300. SAME v. AIKEN, 18 ib. 137. Where nul tiel corporation was pleaded to an action against a ever, that a corporation; held, had on special demurrer, as amounting to the general issue. person who hascontract ed with a as such is But where the act of incorporation requires certain things to corporation be done before it can become a corporation; and nul tiel corpora.. estopped tion; to which the plaintiff replied; held, necessary for the plaining the con tiffs to show especially, how they are a corporation. from prov trary. 3. UTICA INSURANCE Co. V. CADWELL Aug. T. 1829. 3 Wend N. By exempli Held that a corporation may be proved by an exemplication act and acts of the act of incorporation, and acts of user under it. fication of of the user. And by rep utation, where the records have been 4. DILLINGHAM v. SNOW, Oct. T. 1809, 5 Mass. 547. S. P. SAME V. SAME, 3 ib. 276. STOCKBRIGE V. W. STOCKBRIDGE, 12 ib. 400. A corporation may be proved by reputation, if it is proved that no act of incorporation can be found; as where by the fire in Boston in 1711 and 1760, a part of the provincial records were desdestroyed troyed; and unless such evidence is admitted, many towns and parishes would lose their corporate rights and privileges. In the present case, the legislature, in the act incorporating Brewster by fire or other acci dent. recognise the existence of a north parish in H. supposed to have definite limits. These limits were proved by parol evidence. 5. Of public PORTSMOUTH LIV. Co. v. WATSON, 10 Mass. Rep. 91. Of the acts creating public corporations within the common- statutes cre wealth whether sole or aggregate, the court will take notice as ating pub lic corpora of other public statutes; but private corporations, and those, pub- tions lic or private, which exist by the laws of another state, or within the court any foreign jurisdiction, must be proved like any other fact. 6. DILLINGHAM V. SNOW, Oct. T. 1809, 5 Mass. Rep. 554; 1 Dane's Abr. 459, 10 Johns. N. Y. Rep. 389. S. P. HUM- will take no tice; but not of private, Parsons, C. J. It appeared from the regular evidence that Where a no act of incorporation could be found of a parish in H. corporation has existed more than proper evi By two fires in Boston, a great part of the public records of 40 years re the late province were burnt, and unless the existence of a cor- putation is poration could be proved by reputation, many towns and parishes dence, would lose all their corporate rights and privileges; this cor- have not poration having existed more than 40 years. though we strictly any corpora scription. Mr. Dane. We have not in the U. S., strictly speaking corpo- tions by pre rations by prescription. The original of each corporation is a matter of record. The country, however is old enough for prescription. Rights and corporations may have existed beyond the memory of the oldest and further than any records on the subject are to be found. 7. GREEN V. DENNIS, 6 Conn. Rep. 302. where the the face of corporate ter length Per Cur. Hosmer, C J. That a grant or charter is presuma-"Usage, ble from long continued exercise of authority, is indisputable. acts from If the acts done bare on the face of them the impress of corpo them ap rate acts; such as individuals cannot, and a corporation alone is pear to be competent to perform, you may presume them a corporation. acts will be But if otherwise, they furnish no ground for such presumption, or evidence af that they were other than the acts of individuals. Usage is sup- of time of a posed to be founded on a grant or agreement, and determines charter. the extent of it. The right granted is commensurate with the right enjoyed; 5 Conn. Rep. 311. All the acts in this case might have been done as individuals; nor do their proceedings exhibit VOL. III. 62 But the in corporation cated by a one mark of a corporation. No common seal, and no by laws. Such premises furnish no inference of incorporation. 8. SOCIETY PROP. Gos, v. YOUNG, Nov. T. 1820, 2 N. H. Rep. 312. S. P. UNION ACADEMY V. PLUMBE, 8 Johns. N. Y. Rep 295. Woodbury, J. Where a private corporation is plaintiff, it is must be pro well settled, that even under the general issue the defendant ved; and an official may may require proof of the incorporation; 8 Johns. Rep. 378; 14 ib. be authenti 245; 14 ib. 416; 1 Johns. Ca. 132; 10 Mass. 91; 10 Johns 383. And where an official copy is offered as evidence of that fact, and who compar the certificate cannot be authenticated, its accuracy may be prothe original ved by a witness who ha compared it with the original; and hence as a sworn copy it is clearly competent. witness ed it with When it is proved that .9 HIGHLAND TURNPIKE Co. v. M'KEAN, 10 Johns. N. Y. Rep. 154; DONALLY V. WALSH, 3 ib. 226. Corporation books are evidence of the doings of the corporaentries were made by persons particular tion; but it must appear that the duly authorised to make them. books are corporation books, and have been er officer; Per Cur. The general rule is, (and it is a rule of evidence kept as such essential to public convenience,) that corporation books are eviby the prop dence of the proceedings of a corporation, but then it must apthen they pear that they are the corporation books, and that they have been kept as such, and the entries kept by the proper officer, or dance of cor some other person in his necessary absence. But the book canporation pro ceedings. not prove itself; and the person making the entries must be otherwise shown to be the proper officer to make them. are admissi ble as evi It is said, however, that they 10. COMMONWEALTH V. WOELPER, 3 Sergt. & Rawle's Penn. Rep. p. 29. S. P. OWINGS V. SPEED, 5 Wheat. U. S. Rep. p. 420. But corporation books are said to be evidence only between are admissi the members of the corporation; and not between strangers. ble only in respect to themembers But, where a corporation is established for public purposes, its and not be books are evidence of its own acts and proceedings.* tween stran gers; un less in the case of pub lic corpora tions. So, in Marriage v. Lawrence, 3 B. & Ald. 142. 11. HAL. & AUG. BANK V. HAMLIN, 14 Mass. Rep. 178. S. P. The secretary of a banking Co. is not a certifying officer. The secreta ry of a bank ing compa hy is not a certifying officer; and therefore, from the books must be verified But it was held that an extra-judicial affidavit was sufficient to all copies, authenticate it; 14 Mass. 178. 12. CALLENDER V. MARSH, 1 Pickg. Mass. Rep. 418. S. P. CoL- by oath. A certifi cate of the clerk of a city as to A certificate of the clerk of the city of Boston, that A. was duly chosen and sworn as a surveyor of highways, held not to be sufficient evidence of the fact; but the city record should be produced to prove the election, &c. Objection, however, must be made at the trial, or, it will be cient with considered as waived after verdict. So, a record by a parish clerk in the parish books, of an oath of office administered by a justice of the peace, is not legal evidence of such officer having been sworn; but the certificate of the justice is the regular and legal evidence; for the law in Mass, does not authorise the clerk to make a record of the oath of office when administered by a justice of the peace; of such, however, as he himself mays wear in, a record made by himself may be regular. In Bassett v. Marshall, parol evidence was admitted to show that a clerk of a militia company was sworn by a justice of the peace. Since it was proved in the case, that the magistrate made no record of his administering the oath, the evidence admitted was the best that could be required. The testimony of the witnesses was legally admitted and was competent to prove the fact. the clection of an officer not suffi out the city record. 13. AGNEW V. BANK OF G June T. 1828, 2 Har. & Gill's issue goes Where in assumpsit by a corporation, the defendant pleads the The plea of general issue; and on trial, it appears by the charter given in ex- the general idence by the plaintiff, that the duration of the company was limited to a time subsequent to the commencement of the suit; but to the time of the com mencement |