« EelmineJätka »
makers in the kingdom, it is sufficient to bind such of them as become members of the corporate company. Tobacco-Pipe Makers' Co. v. Woodroffe, 7 B. & C. 838; 5 D. & R. 530; 4 L. J. (0.s.) K. B. 301.
Power to Exclude Part.]-A corporation has no power to exclude an integral part of the body, where a charter gives them a right of election. Rex v. Head, 4 Burr. 2513.
Right to a Livery.]-A company's right to have a livery must be founded on charter or custom the court cannot presume they have it. Vintners' Co. v. Passy, 1 Burr. 235; 1 Ld. Ken. 500.
A by-law cannot explain a doubtful charter; if there is any ambiguity on the face of the charter, it is the province of the court to expound it. Rex v. Tucker, 2 Selw. N. P. 1144. Where a company was incorporated by charter on a petition referring to 1 Vict. c. 73, but the charter did not mention the act:-Held, that the personal liability of individual members authorised by the act to be imposed in any charter of incorporation, either by reference to that act or otherwise, was not imposed by the mere fact that powers were granted by the charter which could not have been granted apart from the act, in the absence of any reference to the particular section. Finnis v. Young, 6 W. R. 577.
The charter of a corporation created for the Consistency-Usage.]-A charter of Jac. 2 purpose of regulating the trade of masonry in and granted to the corporation of the master pilots about the city of London, provided that "there and seamen of Newcastle-upon-Tyne primage, shall or may be four-and-twenty or more of the described in the charter as an ancient duty upon said company according to the discretion of the goods brought by ship into the Tyne, or any of master and wardens for the time being, in the creeks of Newcastle, of which Sunderland manner and form hereafter in these presents was to be rated and accounted, in manner and expressed, to be named and chosen, which shall form following, that is to say, aliens and strangers be, and shall be called the assistants," and in case born, and all other persons arriving with ships of vacancies in the post of assistants the charter in Newcastle within any of the creeks, and not provided that "then and so often it shall and belonging to the same, to pay before they de- may be lawful to and for the master and wardens, parted with their ships, and every free merchant and the remaining part of the assistants which and inhabitant of Newcastle arriving in the Tyne shall then survive or remain, or any eight of them, with a ship within ten days after landing the at their wills and pleasures from time to time to goods. The charter also granted to the corpora- choose and name one or more other or others of tion all other perquisites, ancient duties and the said company, to be assistant or assistants : profits which they had heretofore lawfully had-Held, that it was obligatory on the corporation and enjoyed; and also provided that the sums granted by the charter should be in lieu of all other duties theretofore received-Held, first, that the charter was not inconsistent with the claim of primage in respect of goods imported into Sunderland by merchants resident there. Bradley v. Newcastle Pilots, 2 El. & Bl. 427 ; 23 L. J., Q. B. 35; 18 Jur. 240; 1 W. R. 394-stop the sealing of a supplemental charter Ex. Ch.
Held, secondly, that evidence of usage was admissible in support of the claim. Ib.
Where a charter of Edw. 6 granted to the governors of a corporation the right of nominating and appointing, una cum assensu majoris partis inhabitantium of the vill of S., a chaplain to perform divine service in the vill:-Held, that a usage for the governors to nominate a chaplain, and to give notice to the inhabitants to meet at a future day and to assent to or dissent from the nomination so made, was not inconsistent with the words of the charter. Rex v. Sandford Governors, 1 N. & P. 328; W. W. & D. 177; 6 A. & E. 374; 6 L. J., K. B. 126.
Construction of.]-Where the words of a charter are doubtful, they may be explained by long usage. Blankley v. Winstanley, 3 Term Rep. 279; 1 R. R. 704. S. P., Gape v. Handley, 3 Term Rep. 288, n.; Rex v. Osborne, 4 East, 327; Rex v. Varlow, Cowp. 250. And see Rex v. Tate, 4 East, 337.
Ancient charters, if ambiguous, are to be explained by the usage under them; and the jury, in that case, may interpret the charter by the usage. Newcastle Pilots v. Bradley, 2 El. & Bl. 428, n.; 16 Jur. 494.
Contemporaneous documents, proceedings in causes relating to a charter, and parol testimony, may be resorted to in order to explain and give to the charter a construction, but not to contradict it. Lucton School v. Scarlett 2 Y. & J. 330.
to always have at least twenty-four assistants. Wells v. Masons' Co. of London, 1 Cab. & E. 521.
Some forms prescribed for the government of a corporation may be imperative, and others directory only. Foss v. Harbottle, 2 Hare, 461.
Supplemental, when Invalid.]-In order to
granted to an existing corporation, it must in general be shown that the proposed charter is contrary to law, or that no proper authority for the application has been given, or that some personal right of a member of the society would be wrongly interfered with. Society of Attorneys, Ex parte, L. R. 8 Ch. 163.
Grant of Revival.] - The proclamation of James 2, in the fourth year of his reign, for restoring corporations to their ancient charters, operated (when accepted) as a grant of revival to such of the old corporations as had surrendered their corporate franchises to Charles 2 (but which surrenders were not inrolled), who had granted new charters; and overturned such new charters. Newling v. Francis, 3 Term Rep. 189; 1 R. R. 687.
Acceptance.]-The constitution of a corporation, as settled by an act of parliament, cannot be varied by the acceptance of any charter inconsistent with it. Rex v. Miller, 6 Term Rep. 268; 3 R. R. 172.
A charter granted by the crown to a corporation cannot be partially accepted, whether it is a charter of creation, or granted to a pre-existing corporation. Rex v. Westwood, 2 Dow & Clark, 21; 4 Bligh (N.S.) 213; 7 Bing. 1; 7 D. & R. 267; 4 B. & C. 781.
Unless it should appear to be the intention of the crown that the grantee should have the option to accept in part and reiect in part. Ib.
Where a person has been admitted a member of a corporate company, and has acted as such, it is not competent to him, in an action for infringing by-laws, to dispute the acceptance of the charter by a majority of those whom it incorporated. Tobacco-Pipe Makers' Co. v. Woodroffe. 5 D. & R. 530; 7 B. & C. 838; 4 L. J. (0.8.) K. B. 301.
If a corporation by prescription will accept a charter limiting the corporation to a less number than existed by custom, the corporation will be bound by that acceptance, and no subsequent vicious custom departing from the charter can avail. Page v. Rex, 2 Ridgw. P. C. 502.
Surrender of.]-The surrender of a charter is void for want of inrolment. Rex v. Osbourne, 4 East, 327.
Valid, until Impeached.]-Where the charter of a corporation has been granted with certain terms or provisions, and the charter is subsisting and unimpeached, notwithstanding it might be open to the attorney-general or the crown to take proceedings for setting it aside, the court will still deal with the corporation as having all the rights and powers of an existing body. Robinson v. London Hospital Governors, 10 Hare, 19; 22 L. J., Ch. 754.
II. CORPORATE BODY.
Who are.]-The commissioners of the treasury are not a corporation. Williams v. Admiralty Lords Commissioners, 11 C. B. 424.
that, although the act did not expressly constitute them a corporation, yet, as the trusts to be executed were to continue for an unlimited time, the trustees must, by the very constitution of the body, and the powers given them, be taken to be a corporation. Newport Marsh Trustees, Ex parte, 16 Sim. 346; 18 L. J., Ch. 49; 12 Jur.
Guardians of the poor held, by reason of the provisions in the act appointing them, to constitute a corporation, at all events for the purpose of being sued in the name of their treasurer for the time being in respect of a liability incurred by their predecessors in office. Jefferys v. Gurr, 2 B. & Ad. 833; 1 L. J., K. B. 23.
Semble, that churchwardens and overseers, having no corporate seal, have no power to execute a power of attorney, authorising a party to continue to receive the dividends of stock, notwithstanding fluctuations in the number and identity of the members of the corporation.. Annesley, Ex parte, 2 Y. & Coll. 350; 6 L. J. Ex. Eq. 81.
See Furnival v. Coombs, col. 656.
Rights by Prescription.]-A company by prescription may have more than one corporate name. Shrewsbury v. Hart, 1 Car. & P. 113.
A company by prescription and by custom may compel all of their trade to become members. Ib.
As to what is sufficient primâ facie evidence that a corporation is immemorial. Jenkins v. Harvey, 5 Tyr. 871; 1 Gale, 454.
Misdescription.]-A misdescription of a corporation, in omitting the name of the founder, in a conveyance of part of its estate for the redemption of the land tax, is immaterial; and if it had been material, it would have been cured by 54 Geo. 3, c. 173, s. 12. Croydon Hospital v. Farley, 2 Marsh. 174; 6 Taunt. 467.
A charity was founded in the twelfth century, and was commonly called "The master, brethren and sisters of the Hospital of St. John the Baptist." In the time of Charles 2, the mastership of the hospital, and the lands belonging to it, were granted to a corporation. The leases of the hospital lands had never been granted by the corporation under the common seal, but in the lease the corporation was described as being the Name.]-Where a corporation, declaring in an master of the hospital, and the rents were re-action by their modern name, stated that the served to the master, brethren and sisters. An citizens, &c., were from time immemorial incorinformation was filed against the corporation, and porated by divers names of incorporation, and at the parties appointed trustees of the estates, under the time of making the indenture by A., declared the 5 & 6 Will. 4, c. 76, to ascertain the charity on, were known by a certain other name, by lands, and to have a scheme for the regulation of which A. granted to them a certain water-course, the charity; to which information the master, and covenanted for quiet enjoyment:-Held, brethren and sisters of the hospital were not that the deed granting the water-course to them made parties as a corporate body-Held, that by such name was evidence as against the defenthey did not form a corporate body; and, con- dant, who claimed under that grantor, that the sequently, an objection, that they ought to have corporation was known by that name at the been made parties to the information as a cor- time, upon an issue taken on that fact. Carlisle poration, was not sustained. Att.-Gen. v. Ches- v. Balmire, 8 East, 487; 9 R. R. 491. ter Corporation, 1 Hall & Tw. 46.
See Salford Corporation v. Lancashire County Council, 59 L. J., Q. B. 576; 25 Q. B. D. 384; 63 L. T. 409.
Where by the statutes under which river conservators acted, they were to take land by succession:-Held, that they were created a corporation by implication. Tone Conservators v. Ash, 10 B. & C. 349; 8 L. J. (0.s.) K. B. 226.
Where a statute vests property in commissioners and their successors, they are a corporation by implication. Bower v. Griffith, 16 W. R. 540, Ir.
A question was raised in this case upon petition whether certain trustees, appointed under an act of parliament for inclosing a piece of land, were to execute conveyances in their own names, or as a corporate body. The court held
Judicial Cognizance.]-Where a corporation declares in an action in the name by which it is incorporated by act of parliament, the court is bound, even after verdict, to notice that it is a corporation. Church v. Imperial Gaslight and Coke Co., 3 N. & P. 35; 6 A. & E. 846; 1 W. W. & H. 137; 7 L. J., Q. B. 118.
Proof of Aggregate Corporation.]-To prove the existence of an aggregate corporation, consisting of different trades, entries of admission into the separate trades, as "into the company of carpenters, into the company of plasterers," are evidence to be left to the jury. Carpenters' Co. v. Hayward, 1 Dougl. 374.
Powers enjoyed by.]-In our opinion the
The omission to summon any one so entitled renders the acts done at such a meeting, in his absence, invalid. Ib.
power of a corporation established for certain | present thereat must be summoned, if they are specified purposes must depend on what those within a reasonabie summoning distance. Smyth purposes are, and except so far as it has express v. Darley, 2 H. L. Cas. 789. powers given to it, it will have such powers only as are necessary for the purpose of enabling it in a reasonable and proper way to discharge the duties or fulfil the purposes for which it was constituted. Per cur. Reg. v. Reed, 49 L. J., Q. B. 600; 5 Q. B. D. 483,488; 42 L. T. 835 ; 28 W. R. 787; 44 J. P. 633-C. A.
A lay corporation may incorporate new members if it do not abuse its power. Att.-Gen. v. Talbot, 1 Ves. 78.
A corporation having accepted a charter, empowering the body thereafter to elect persons in the room of such members as should die or be disfranchised, cannot elect any persons except there be vacancies by such events. Page v. Rex, 2 Ridgw. P. C. 445.
As to the Construction of Powers to make and levy Rates given to Commissioners incorporated under Drainage Acts.]-See Reg. v. Selby Dam Commissioners, and Reg. v. Tramore Drainage Board, col. 633.
How Powers exercised.]-Where a certain number are incorporated a major part of them may do any corporate act, though nothing be mentioned in the charter. Att.-Gen v. Dary, 2 Atk. 212; West's Rep. t. Hardwicke, 121.
It is not necessary that every corporate act should be under the seal of the corporation.
Whether a corporation consisting of numerous governors would be bound by the acquiescence of some, standing by, permitting expenditure, &c., quære. Macher v. Foundling Hospital, 1 Ves. & B. 188. The act of the majority of a corporation is in general considered as the act of the whole. Therefore, where an act of parliament empowered a corporate body "at any meeting at which not less than thirteen should be present, by writing under their hands, to appoint a treasurer' :Held, that an appointment signed by twelve, at a meeting of seventeen, was valid. Cortis v. Kent Waterworks Co., 5 L. J. (0.s.) M. C. 106; 7 B. & C. 316.
Where a power of doing corporate acts is not specially delegated to particular members, the general mode is for the members to meet on the charter days, and the major part who are present to do the act. Rex v. Varlo, Cowp. 248.
The crown, by letters patent, granted full power to the master and wardens of the corporation of bakers (there being four wardens), by themselves and their deputy or deputies, to overlook and correct the trade of baking:-Held, that the master and one warden could not justify entering the house of a baker to overlook bread; for if they acted as principals, they did not amount to a majority of persons to whom the power was given; and, if they acted as deputies, they were bound to show that they were appointed by the majority. Cook v. Loveland, 2 B. & P. 31; 5 R. R. 533.
In general, where the advowson of a vicarage is in a corporate body, the right of nomination is in the whole body; and, in cases of dispute, the majority will bind the whole. Reg. v. Kendall,
1 Q. B. 366: 10 L. J., Q. B. 157.
Where certain acts of a corporation are to be performed at a special meeting of the members of that corporation, all the persons entitled to bel
When duly met, corporate acts may be done by the majority of those constituting the meeting. Rex v. Monday, Cowp. 530.
III. CORPORATE PROPERTY. Misapplication of Funds.]-A corporation can act in any ordinary matter of business in the manner in which an individual conducting the same kind of business can act, and there is therefore nothing illegal or ultra vires in an association incorporated by royal charter defending their servant in an action for libel in the matter complained of was published in the respect of matter published by the servant, if usual course of their business, and such an application of their funds is not forbidden by their charter. Breay v. Royal British Nurses Association, 66 L. J., Ch. 587;  2 Ch. 272; 76 L. T. 735; 46 W. R. 86-C. A.
The governing body of a corporation which is in fact a trading partnership, cannot in general use the funds of the community for any purpose other than those for which they are constituted; whether that governing body is exclusively directors, or a council general, or the majority at the general meeting of the company. Pickering v. Stephenson, 41 L. J., Ch. 493; L. R. 14 Eq. 322; 26 L. T. 608; 20 W. R. 654.
Therefore the special powers given either to the directors or to a majority by the statutes or other constituent documents of the association, mount and inherent restriction, that they are to are always to be construed as subject to a parabe exercised in subjection to the special purposes of the original bond of association. That is not a mere canon in the English municipal law, but a great and broad principle, which must be taken (in the absence of proof to the contrary) as part of any given system of jurisprudence. Ib.
Copyhold.]-A corporation cannot hold land by copy of court roll. Att.-Gen. v. Lewin, C. P. Cooper, 54.
On Dissolution.]-If lands are given to a corporate body, and it dissolved, they will revert to the donor, and not escheat. Att.-Gen. V. Gower (Lord), 9 Mod. 226.
Devise.-Estate devised to a body corporate, which cannot take by the Statute of Mortmain, in trust to sell land and apply the proceeds for persons competent to take; though the devise of the legal estate is void at law, yet the trusts shall not be defeated; the heir-at-law therefore considered as a trustee for the purpose. Souley v. Clockmakers' Co., 1 Bro. C. C. 81.
A devise to a corporation for its own purposes, although void at law, is good in equity. Incor porated Society for Protestant Schools v. Richards, 1 Dr. & War. 258; 1 Con. & L. 58; Sau. & Se. 559.
Where a person gives a debt by will to a corporation, it vests in them in law, and they may
recover it in the ecclesiastical court. Att.-Gen. v. Pyle, 1 Atk. 435.
Commissioners Incorporated under Drainage
common law, which is scised in fee simple of freehold lands, have no estate, either legal or equitable, in those lands or any part of them, so as to confer the franchise for a county, albeit their individual shares in the profits derived by the corporation from and out of such lands exceed 40s. annually. Acland v. Lewis, 1 K. & G. 334; 9 C. B. (N.S.) 32; 30 L. J., C. P. 29; 7 Jur. (N.S.) 21; 3 L. T. 472; 9 W. R. 123.
Where a company was incorporated by charter on a petition referring to 1 Vict. c. 73, but the charter did not mention the act:-Held, that the personal liability of individual members authoincorporation, either by reference to the act or otherwise, was not imposed by the mere fact that powers were granted by the charter which could not have been granted apart from the act, in the absence of any reference to the act itself | Finnis v. Young, 6 Ŵ. R. 577.
Act-Power to make Rate to satisfy Judgment.]-Certain commissioners were incorporated under a Drainage Act (48 & 49 Vict. c. 185), for the purpose of executing and maintaining certain drainage works. By s. 38 of the act, the costs of and incidental to the taking over and enlarging, repairing, renewing, or cleansing in the first instance of any drains and works incident to drainage works, were to be borne by the owners of lands in certain specified proportions, provided that the total amount to be expended under the powers of the act should not exceed 15,0007. Section 40 provided that fourteen days before every annual general meeting the com-rised by the act to be imposed in any charter of missioners were to have estimates prepared of all the moneys required to meet the claims for the ensuing year, such estimates to show in separate items, among others, the amount, if any, for constructing new works, and also the costs of carrying out the objects of the act; and s. 41 provided that to provide for so much of the "expenses aforesaid" as were properly chargeable out of the rates for the current year, the commissioners were to make, within a month after such meeting, one rate for the owners and another for the occupiers of lands in accordance with such estimates. The plaintiff obtained judgment in an action brought against the commissioners for damages for injury caused to his property by the negligence of their servants in constructing certain new works. The commissioners had raised and expended the whole of the 15,0007. which they were authorised under the act to expend on the initial execution of the drainage works, and had no goods on which execution could be levied to satisfy the plaintiff's judgment :-Held, that s. 38 did not limit the provisions of ss. 40 and 41, and that the plaintiff's claim being in respect of the construction of new works within s. 40, the commissioners had power, under ss. 40 and 41, to make and levy a rate to satisfy the judgment which had been obtained against them. Reg. v. Selby Dam Commissioners, 61 L. J., Q. B. 372;  1 Q. B. 348; 66 L. T. 17; 56 J. P. 356-C. A.
A contractor who obtained a judgment against a drainage board for extra works, executed by him under agreement with the board, applied for a mandamus to compel the board to levy a rate to satisfy the amount of the judgment:-Held, that the mandamus should be refused, as rates were leviable by the board for the maintenance of works only, and not for their construction. Reg. v. Tramore Drainage Board, 30 L. R., Ir.
IV. RIGHTS AND LIABILITIES OF
A member of an incorporated company, entering into a contract with the company, must be deemed, in respect of that contract, a stranger. Hill v. Manchester Waterworks Co., 2 N. & M. 573; 5 B. & Ad. 866; 3 L. J., K. B. 19.
Contract by Churchwardens-Proviso negativing personal Liability void.]—See Furnicab v. Coombs, col. 656.
V. AMOTION OF CORPORATORS. See cases, ante, A. III. (col. 581.)
By-law giving Power of Amotion for Just Cause, good.]-See Rex v. Richardson, col.
Alcorporation, whether eleemosynary or otherwise, has power to amove a member for sufficient cause, and will not be restrained by injunction from holding an inquiry into the conduct of a member, and expelling him if it thinks fit. The remedy of a member aggrieved by such proceeding is by visitation or mandamus in the respective cases of eleemosynary and civil corporations. Rex v. Richardson (1 Burr. 537) followed. The same principle applies where the amoved person is also an officer of the corporation. O'Grady v. Mercers' Hospital, 19 L. R. Ir. 350.
As to Removing a Member without Hearing him.]-See Reg. v. Saddlers' Co., 10 H. L. Cas. 404, post, cols. 650, 651.
VI. RIGHT TO SUE.
For Penalties-Common Informer.]-A corporation cannot sue for penalties as a common informer unless expressly authorised by statute. St. Leonards, Shoreditch, Guardians v. Franklin, 47 L. J., C. P. 727; 3 C. P. D. 377; 39 L. T. 122; 26 W. R. 882.
Where, therefore, by a local act penalties were imposed for selling one sort of coal for another within twenty-five miles of the General Post Office, and the penalty was recoverable by the "person or persons who shall inform or sue for the same" :-Held, that a corporation could not sue for the penalty. Ib.
Corporators are not individually answerable for acts done in their corporate capacity, from - For Half of Penalty Recovered-Proof.] which detriment happens; at least not without-By 5 & 6 Will. 4, c. 76, s. 48, an overseer proof of malice. Harman v. Tappenden, 1 East, neglecting to sign the burgess list of a borough 555; 3 Esp. 278; 6 R. R. 340. S. P., Rex v. is liable to a penalty of 507., to be recovered Wadham College, 1 East, 560, n. by any person suing within three calendar months; and the money so recovered, after payment of the costs and expenses attending the recovery, is to be paid and apportioned, one moiety to the person suing, the other moiety to the treasurer of the borough. The defendant
The court will not grant a criminal information against the members of a corporation for the misapplication of the corporation money. Rer v. Watson, 2 Term Rep. 199; 1 R. R. 461.
The individual members of a corporation at
recovered a penalty against an overscer, with taxed costs as between party and party, and received the amount :-Held, that, in an action against the defendant by the corporation for money had and received, it was sufficient, primâ facie, for the corporation to prove the recovery and receipt of the penalty and the taxed costs; and that, in default of proof by the defendant of extra expenses, the corporation was entitled to a verdict for half the penalty. Harwich Corporation v. Gant, 5 El. & Bl. 182; 1 Jur. (N.s.) 708; 3 W. R. 493.
To Support Members' Rights.]—A corporation may join in a suit to establish a claim of exemption on behalf of its individual members. London City v. Liverpool Corporation, 3 Anstr. 738.
in fact a trading partnership, cannot in general use the funds of the community for any purpose other than those for which they are constituted. The costs therefore of a prosecution for libel are not properly payable out of the assets of the company. Pickering v. Stephenson. 41 L. J., Ch. 493; L. R. 14 Eq. 322; 26 L. T. COS; 20 W. R. 654.
In Names of Individual Members.]-Upon a bill filed originally in the individual names of a corporation, adding their corporate character, and in abatement a bill of revivor in their corporate name only, demurrer for want of privity overruled; the naming of individuals, where the proceedings purport to be in a corporate character, and the corporate names are added, is mere surplusage. Walker v. Warden Christ's College, 1 Bli. (N.S.) 9.
Abatement of Suit.]-A suit by a corporation does not become defective on the death of some Of Foreign Corporation in Corporate Name.]— of the members; otherwise of a suit by the A corporation instituted by foreigners in acmembers in their individual character. Black-cordance with the laws of their country may sue burn v. Jepson, 3 Swan. 138.
To set aside Acts done in its Name.]-A corporation may institute a suit for setting aside transactions fraudulent against it, although carried into effect in its name by members of the governing body; and that right is not affected by the attorney-general having also power to call in question such transactions. Att.-Gen. v. Wilson, Cr. & Ph. 1; 10 L. J., Ch. 53; 4 Jur. 1174. And see 9 Sim. 30; 7 L. J., Ch. 76 ; 1 Jur. 890.
For Loss of Monopoly of Granting Degrees— Suit must be by Corporation.]-A member of a corporation cannot institute a suit against the governing body of the corporation unless there is also an infringement of a personal or a proprietary right, or an injury to him as an individual. It must be by the corporation itself, or by information by the attorney-general if it is for an injury to the public. McCormac v. Queen's University, 15 W. R. 733. And see Prestney v. Colchester Corporation, 51 L. J., Ch. 805; 21 Ch. D. 111.
The loss of a monopoly of university degrees is not a personal injury. Ib.
For Libel.]-A corporation may maintain an action of libel in respect of a statement reflecting on its character in the conduct of its business without proof of special damage. South Hetton Coal Co. v. North-Eastern News Association, 63 L. J., Q. B. 293;  1 Q. B. 133; 9 R. 240; 69 L. T. 844; 42 W. R. 322; 58 J. P. 196— C. A.
A municipal corporation cannot maintain an action for libel in respect of a letter charging the corporation with corruption, for it is only the individuals, and not the corporation in its corporate capacity, who can be guilty of such an offence. Manchester Corporation v. Williams, 60 L. J., Q. B. 23 ;  1 Q. B. 94; 63 L. T. 805; 39 W. R. 302; 54 J. P. 712.
A company incorporated under 19 & 20 Vict. c. 47, may maintain an action for a libel calculated to injure the company; and it is no answer that the defendant is a shareholder in the company. Metropolitan Saloon Omnibus Co. v. Hawkins, 4 H. & N. 87; 28 L. J., Ex. 201; 5 Jur. (N.S.) 226; 7 W. R. 265.
The governing body of a corporation, which is
in this country by their corporate name. And if the name by which they have declared be not directly consistent with the one specified in the charter, proof that they are the same company is a sufficient answer to the objection. National Bank of St. Charles v. De Bernales, 1 R. & M. 193; 1 Car. & P. 569.
Action by Company in Name of Treasurer referred - Non-Performance by Company of Award-Attachment against Treasurer refused -Mandamus to pay.]-See Corpe v. Glyn, 1 L. J., K. B. 272, ante, col. 593.
As to Right to Sue on Contracts.]-See cases, post, B. X. (col. 653.)
VII. LIABILITY TO BE SUED. For Libel.]-A count against a railway company, being a corporation aggregate, for a malicious libel, is good, for a corporation aggregate may well, in its corporate capacity, cause the publication of a defamatory statement under such circumstances as would imply malice in law sufficient to support the action. Whitefield v. S. E. Ry., El. Bl. & El. 115; 27 L. J., Q. B. 229; 4 Jur. (N. s.) 688; 6 W. R. 545.
Quære, whether a corporation can, through its servants, be guilty of actual malice. Nevill v. Fine Arts and General Insurance Co., 64 L. J., Q. B. 681;  2 Q. B. 156; 14 R. 587; 72 L. T. 525; 59 J. P. 371–C. A.
For Acts Contrary to Law.]—A corporation is not liable for acts contrary to law, of which their attorney may be guilty in conducting legal proceedings. Eggington v. Lichfield Corporation, 5 El. & Bl. 100 ; 24 L. J., Q. B. 360 ; 1 Jur. (N.s.) 908.
For Misfeasance by Servants.]-A corporation aggregate may be liable to an action for intentional acts of misfeasance by its servants, provided the acts are sufficiently connected with the scope and action of its incorporation. Green v London General Omnibus Co., 7 C. B. (N.S.) 290; 29 L. J., C. P. 13; 6 Jur. (N.s.) 228; 1 L. T. 95; 8 W. R. 88.
Therefore, in an action against a company established for conveying passengers by omnibuses in the streets of London, charging that