aggregate. Corporations on the stat. 14 Hen. VIII. c. 15, for practising physic in London without a license, on demurrer to the declaration, this objection, among others, was taken, that the action ought to have been brought in the name of the College only or of the President only; the words of the patent being "quod ipse per nomina Presidentis Collegii seu communitatis facultatis medicina London, should sue and be sued." To this it was answered, that they were incorporated by the name of President and College, and had, in consequence of that, a power to sue and be sued by that name; and that this power was not taken away by the additional affirmative power which was given them (a). Query, Whe- It has been determined that where an Act of Parliament grants ther a corporation claiming any thing to a corporation, the grant shall take effect, though the under a grant true corporate name be not used, provided the name actually used made to them be a sufficient description of the corporation, though it may be by a different name from doubtful whether in suing to enforce its claim under that Act, it can use the name therein mentioned (b) (1). their corporate name, can sue for it by such name? In the case of the Attorney-general v. Wilson (c), which was a joint bill and information, and in which the corporation of Leeds was both plaintiff and relator, an objection was made that a corporation being a body whose identity is continuous, could not be heard to impeach transactions carried into effect in its own name by its former governing body. The objection was overruled by Lord Cottenham, who observed, "that the true way of viewing this is to consider the members of the governing body of the corporation as its agents bound to exercise its functions for the purposes for which they were given, and to protect its interests and (a) 2 Salk. 451. (b) 12 Mod. 207, 208; 1 Kyd, 256. (c) Cr. & Ph. 1. (1) A declaration, upon a promissory note, that it was made to the Medway Cotton Manufactory, a corporation, &c. by the name of R. M. & Co. was held good on demurrer. Medway Cotton Manufactory v. Adams, 10 Mass. 360. See Charitable Association v. Baldwin, 1 Metcalf, 359; Commercial Bank v. French, 21 Pick. 586. If in a contract with a corporation, its name be so given as to distinguish it from other corporations, it is sufficient to support an action in the true corporate name. Hagerstown Turnpike v. Creeger, 5 Har. & J. 122; S. P. Inhabitants of Alloway Creek v. Strong, 5 Halst. 323; Berks and Dauphin Co. v. Myers, 6 S. & R. 16; Woolwich v. Forrest, Penning, 115; First Parish in Sutton v. Cole, 3 Pick. 232; Angell and Ames on Corporations, 60, 61; Mil. and Chil. Turnpike Co. v. Brush, 10 Ohio, 111. Contracts made by mere servants or agents of corporations may be sued in the name of the corporations. Binney v. Plumley, 5 Vermont, 500. See Procter v. Webber, 1 Chip. 371; African Society v. Varick, 13 John. 38. A town may sue by the description of A. and B. and the rest of the inhabitants of such town, instead of using the corporate name merely. Barkhamstead v. Parsons, 3 Conn. 1. aggregate. property; and if such agents exercise those functions for the pur- Corporations pose of injuring its interests and alienating its property, shall the corporation be estopped in this Court from complaining, because the act done was ostensibly an act of the corporation?" out it. poration need not be called of the mem suits will not We have seen before that a corporation cannot, unless specially Corporation, having a head, authorized by their constitution, sue by their head alone; so cannot sue or neither can a corporation aggregate, which has a head, sue or be be sued withsued without it, because without it the corporation is incomplete (d). It is not, however, necessary to mention the name of Head of a corthe head (e), nor is it necessary in the case of corporations aggregate to name any of the individual members by their proper chris- by his own tian surnames (ƒ); but if, in a suit in Equity by the members of name, nor any a corporation in their corporate capacity, they are mentioned by bers; but if their names, the suit will not become defective by the death of named, the some of the members, although it would have abated if the suit had abate by their been by them in their individual characters. Thus where the warden and fellows of Manchester College filed a bill for tithes in their corporate capacity, but in their proper names, in which a decreee was pronounced, from which both the plaintiffs and defendants appealed, and pending the appeal two of the fellows died; two new fellows were elected in their place, and an objection was taken, on the ground that the new fellows were not parties; Lord Eldon held that there was no defect of parties, and directed the appeal to proceed (k). deaths. Must show in what right they sue. A sole corporation suing for a corporate right, having two capacities, a natural and a corporate, must always show in what right he sues (1) (1). Thus a bishop or prebendary, suing for land which he claims in right of his bishopric or prebend, must describe himself as bishop or prebendary; and if a parson sue for anything in right of his parsonage, he ought to describe himself as parson. In this respect a sole corporation differs from a corporation aggregate, because the latter having only a corporate capacity, a suit in their corporate name can be only in that capacity (m). It Suit by corpoalso differs from corporations aggregate, in that by the death of ration sole a corporation sole, a suit by him, although instituted in his corpo- death. (d) 2 Bac. Ab. tit. Corp. C. 3, pl. 7. (e) 1 Kyd, 281. (f) 2 Inst. 666. 138. (k) Blackburn v. Jepson, 3 Swanst. abates by his (1) A minister, who holds a parsonage in succession, must, in all legal proceedings, claim it in the right of his town, district, or church Weston v. Hunt, 2 Mass. 500. Joint-stock rate capacity, becomes abated, which is not the case, as we have Companies. seen before, with respect to suits by corporations aggregate. Of revivor, where suit for his own benefit. the benefit of others. Master of an hospital. It is to be observed, that in cases of abatement by the death of corporations sole, there is a material distinction with regard to the right to revive. If the plaintiff was entitled to the subject-matter of the suit for his own benefit, his personal representatives are where for the parties to revive; but if the plaintiff was only entitled for the benefit of others, there his successor is the person who ought to revive. Thus if the master of an hospital, or any similar corporation, institute proceedings to recover the payment of an annuity and die, his successor shall have the arrears, and not his executors, because he is entitled only as a trustee for the benefit of his house; but it is otherwise in the case of a parson; there the executors are entitled, and not the successor, because he was entitled to the annuity for his own benefit (n). On the same principle, if a rent to a dean and chapter be in arrear, and the dean die, there is no abatement, because the rent belongs to the succeeding dean and chapter; but if the rent be due to the dean in his sole corporate capacity, it shall go to his executors, and they must revive (o). Parson. Dean. Suits by per sons assuming mitted. Although corporations aggregate are entitled to sue in their corcorporate char- porate capacity, the Court will not permit parties to assume a coracters not per- porate character to which they are not entitled; and where it appears sufficiently on the bill that the plaintiffs have assumed such a character without being entitled to it, a demurrer will hold (1). Thus in the case of Lloyd v. Loaring (p), where a bill was filed by some of the members of a lodge of freemasons against others, for the delivery up of certain specific chattels, in which bill there was great affectation of a corporate character, in stating their laws and constitutions, and the original charter by which they were constituted; a demurrer was allowed, "because the Court will not permit persons who can only sue as partners, to sue in a corporate character; and, upon principles of policy, the Courts of this country do not sit to determine upon charters granted by persons who have not the prerogative to grant them." Foreign corporations. A suit may be supported in England by a foreign corporation in their corporate name and capacity (2); and in pleading it is not (1) Story Eq. Pl. § 497. See Livingston v. Lynch, 4 John. Ch. 573, 596. (2) A foreign corporation may sue in its corporate name, in Chancery as well as at law. Silver Lake Bank v. North, 4 John. Ch. 372; Story Eq. Pl. § 55; 2 Kent, (5th ed.) 284; Society for Propagating the Gospel v. Wheeler, necessary that they should set forth the proper names of the persons who form such corporation, or show how it was incorporated; though if it is denied, they must prove that by the law of the foreign country they were effectually incorporated (g) (1). It is to be observed, that in the above case of Lloyd v. Loaring, Lord Eldon gave the plaintiffs leave to amend their bill, by striking out their present style as plaintiffs, and suing as individuals on (9) Dutch West India Company . Van Meyer, 2 Ld. Ray. 1535. 2 Gallison, 105; Society for Propagating the Gospel v. New Haven, 8 Wheat. 464; South Carolina Bank v. Case, 8 Barn. & Cressw. 427; Bank of Scotland v. Ker, 8 Simons, 246. It is now settled by statute in New York, that a foreign corporation may, upon giving security for the payment of the costs of suit, prosecute in the courts of the State, in the same manner and under the same checks as domestic corporations. Rev. Stat. N. Y. vol. 2, p. 457. Security for costs is required in such cases in Massachusetts. Rev. Stat. ch. 90, § 10. See Mechanics' Bank of New York v. Goodwin, 2 Green, 439. A corporation chartered in one State may sue in the courts of another State. Williamson v. Smoot, 7 Martin, (Lou.) 31; Lucas v. Bank of Georgia, 2 Stewart, 147; New York Fire Ins. Co. v. Ely, 5 Conn. 560; Cape Fear Bank v. Stinemetz, 1 Hill, 44; Bank of Michigan v. Williams, 5 Wendell, 478; 7 Wendell, 539; Portsmouth Livery Co. v. Watson, 10 Mass. 91; Taylor v. Bank of Alexandria, 5 Leigh, 471; Bank of Edwardsville v. Simpson, 1 Missouri, 184; Lothrop v. Commercial Bank of Scioto, 8 Dana, 114; New Jersey Protection and Lombard Bank v. Thorp, 6 Cowen, 46; Pendleton v. Bank of Kentucky, 1 Monroe, 171; Taylor v. Bank of Illinois, 7 Monroe, 584; Bank of Marietta v. Pindall, 2 Rand. 465; Silverlake Bank 7. North, 4 John. Ch. 370; Reed v. Conococheque Bank, 5 Rand. 326; Bank of Augusta v. Earle, 13 Peters, 519; Stewart v. U. S. Ins. Co. 9 Watts, 126; Bank of Washtenaw v. Montgomery, 2 Scammon, 422; Guaga Iron Co. v. Dawson, 4 Blackf. 202; Mechanics' Bank of N. York v. Goodwin, 2 Green, 239; Lewis v. Bank of Kentucky, 12 Ohio, 132. (1) As to the necessity of proving the corporate existence of a foreign corporation, see School District v. Blaisdell, 6 N. Hamp. 198; Lord v. Bigelow, 8 Vermont, 445; Society, &c. v. Young, 2N, Hamp. 310; The Guaga Iron Co. v. Dawson, 4 Blackf. 203; Portsmouth Livery Co. v. Watson, 10 Mass. 92. In case of foreign corporations, the plaintiffs, under the general issue, are bound to show their corporate capacity, but the Court will take notice ex officio, of the capacity of corporations created in Ohio to sue in that State. Lewis v. Bank of Kentucky, 12 Ohio, 132. See Agnew v. Bank of Gettysburg, 2 Har. & Gill, 478; Portsmouth Livery Co. v. Watson, 10 Mass. 92; Eagle Bank of New Haven v. Chapin, 3 Pick. 180. A foreign corporation could not formerly be sued in Massachusetts. Peckham v. North Parish in Haverhill, 16 Pick. 274. But under the Statute of Massachusetts 1839, ch. 158, made since the above decision, any corporation incorporated in any other State and having property in Massachusetts, may be sued there, and the property of the same is liable to attachment. See Ocean Ins. Co. v. Portsmouth Marine Railway Co. and Trustees, 3 Metcalf, 420. In Nash v. Rector, &c. of the Evangelical Lutheran Church, 1 Miles, 78, it was held, that a foreign corporation cannot be summoned by service on its chief officer, who, at the time of service, happened to be within the jurisdiction of the Court. See M'Queen v. Middletown Manuf. Co. 16 John. 5; 15 Serg. & R. 173. In a suit on a joint contract made by the defendant and a foreign corporation, it seems to be unnecessary to name such corporation in the writ, as codefendant. Peckham v. North Parish in Haverhill, 16 Pick. 274. Joint Stock Companies. Joint Stock behalf of themselves and the other persons interested, his Lordship saying that he had seen strong passages, as falling from Lord Hardwicke, that where a great many individuals are jointly interested, there are more cases than those which are familiar, of creditors and legatees, where the Court will let a few represent the whole (r). Ever since that period it has been held, that where all parties stand in the same situation, and have one common right and one common interest, two or three or more may sue in their own names for the benefit of all; and upon this principle large partnerships, or associations in the nature of joint-stock companies, although not incorporated, have been permitted to maintain suits instituted in the name of a few or more individuals interested on behalf of themselves and the other partners in the concern (s). Under private It may be noticed here that many joint-stock companies or assoActs of Parlia- ciations for insurance, trading, and other purposes, have from time to time been established by Acts of Parliament, which, although they have not formed them into corporations, have still conferred upon them many privileges, in consequence of which such companies have acquired something of a corporate character; amongst other privileges so conferred, may be reckoned that of suing and Sue by their, being sued in the names of their principal officers. The history ment. officers. Individual members may sue the directors, &c. of these companies or associations, and of the provisions which have from time to time been introduced into Acts of Parliament, creating or regulating them, has been detailed at considerable length by Lord Eldon in Van Sandau v. Moore (s); and his Lordship's observations may be useful to those upon whom the duty may devolve of framing suits on behalf of or against persons connected with the different classes of joint-stock companies there enumerated. It will suffice, however, for our present purpose, to observe, that although under Acts of Parliament of this description it is competent for the company to maintain suits in the names of the officers designated in the Acts, yet where any of the company wish to sue the directors or others, who are members as well as themselves, they may maintain such a suit in their own individual capacities, either suing by themselves and making the rest of the company defendants, or suing on behalf of themselves and the other members of the association who may come in and contribute to the expenses of the suit. This appears to be the result of the (r) 6 Ves. 779. Vide Chancey v. May, Prec. in Ch. 592; Good v. Blewitt, 13 Ves. 397; Cockburn v. Thompson, 16 Ves. 321; Pearce v. Piper, 17 Ves. 1; Blain . Agar, 1 Sim. 37; Gray v. |