Cross Remainders.-T. Cyprian Williams. Crown Cases Reserved.-W. F. Craies. Crown, Land Revenues of the.-J. Harper Scaife. [A. Wood Renton, Puisne Justice of the Supreme Court of Ceylon.] Crown Office.-F. H. Short, of the Crown Office. Cruelty.-W. F. Craies. Cuba.-Alexander Pulling. Cul de sac.-W. Blake Odgers, K.C. Curtesy.-J. Arthur Price. [C. Johnston Edwards.] Curtilage.-J. S. Henderson. Custom.-D. M. Kerly. [A. Wood Renton, Puisne Justice of the Supreme Court of Ceylon.] Customs. Sir C. J. Follett, C.B., late Solicitor to H.M. Customs. Cyprus.-Alexander Pulling. Dairies.-J. V. Vesey Fitz-Gerald, K.C. Damages.-W. Blake Odgers, K.C. Day.-Francis A. Stringer, of the Central Office. Deacon.-J. Arthur Price. [A. Wood Renton, Puisne Justice of the Supreme Court of Ceylon.] Deaf and Dumb Persons.-A. Wood Renton, Puisne Justice of the Supreme Court of Ceylon; and C. A. Montague Barlow. Dean and Chapter.-W. Digby Thurnam. [A. Wood Renton, Puisne Justice of the Supreme Court of Ceylon.] Dean, Forest of.-J. Harper Scaife. [R. Geoffrey Ellis.] Death Duties.-W. F. Craies. Debenture.-Frank Evans. Debtors Act.-J. S. Henderson. Declaration of Paris.--Sir Thomas Barclay, Kut. [A. Wood Renton, Puisne Justice of the Supreme Court of Ceylon.] Declaration of Title; Declaration of Trust; Declaration of Use.-H. W. Challis. [C. Johnston Edwards.] Declaration of War.--Sir Thomas Barclay, Knt. [A. Wood Renton, Puisne Justice of the Supreme Court of Ceylon.] Declarations of Deceased Persons.-J. G. Pease. Deed.-T. Cyprian Williams. Defamation.-W. Blake Odgers, K.C. Default (in Proceedings in the High Court).-Francis A. Stringer, of the Central Office. Default by Local Authority.-J. V. Vesey Fitz-Gerald, K.C. Defence Acts.-G. H. Knott. [R. Geoffrey Ellis.] Del credere Agent.--W. Bowstead. Delegated Legislation.—Alexander Pulling. Demise of the Crown.-J. P. Wallis. [A. Wood Renton, Puisne Justice of the Supreme Court of Ceylon.] Demurrage. The Hon. Mr. Justice Phillimore; and G. G. Phillimore. [G. G. Phillimore.] Denizen.--Sir Thomas Barclay, Knt. [A. Wood Renton, Puisne Justice of the Supreme Court of Ceylon.] Denmark.-Alexander Pulling. Derelict. The Hon. Mr. Justice Phillimore; and G. G. Phillimore. [G. G. Phillimore.] Deserted Premises.—Edgar Foà. Desertions (Military and Naval).-G. H. Knott. [V. M. Coutts Trotter.] Designs.-The late T. M. Stevens. [A. Wood Renton, Puisne Justice of the Supreme Court of Ceylon.] Detinue.-D. M. Kerly. [N. G. L. Child.] De ventre inspiciendo.--G. J. Turner. Deviation. The Hon. Mr. Justice Phillimore; and G. G. Phillimore. [G. G. Phillimore.] Dilapidations, Ecclesiastical.-J. Arthur Price. [A. Wood Renton, Puisne Justice of the Supreme Court of Ceylon.] Diplomatic Agents.-Sir Thomas Barclay, Knt. [A. Wood Renton, Puisne Justice of the Supreme Court of Ceylon.] Directions, Summons for.-Francis A. Stringer, of the Central Office. Director of Public Prosecutions.-W. F. Craies. Discipline, Ecclesiastical.-F. C. Mackarness. [A. Wood Renton, Puisne Justice of the Supreme Court of Ceylon.] Disclaimer.-Edgar Foà. Disclaimer of Trusts.-C. Johnson Edwards. Discontinuance.-Francis A. Stringer, of the Central Office. Discovery.-J. G. Pease, Disease.--J. V. Vesey Fitz-Gerald, K.C. Disentailing Deed.--Neville Tebbutt. [C. Johnston Edwards.] Dispensing Power.-J. P. Wallis. [A. Wood Renton, Puisne Justice of the Supreme Court of Ceylon.] Disqualification.--J. S. Henderson. Distress.-Edgar Foà. Distributions, Statute of.--D. M. Kerly. [A. Wood Renton, Puisne Justice of the Supreme Court of Ceylon.] District Council.-W. Blake Odgers and E. J. Naldred. District Registries.-J. S. Henderson. Distringas (Notice in Lieu of).—Charles Burney, one of the Masters of the Supreme Court of Judicature. Divorce.-H. Durley Grazebrook. Documents, Discovery of.-W. Blake Odgers, K.C. Dogs.-W. F. Craies. Domicil.-Sir Thomas Barclay, Knt. [A. Wood Renton, Puisne Justice of the Supreme Court of Ceylon.] ENCYCLOPEDIA OF THE LAWS OF ENGLAND Corporation.-Generally.—A corporation is an artificial or fictitious person. Its peculiarity is that it has a legal existence distinct from, and independent of, that of the sum of its members. Obviously this is a refined conception not belonging to a rude age. It was, in fact, a graft from the Roman law, but once transplanted it rooted itself firmly in our common law, and such ideas as the mystical unity of the Church, the perpetuation of an office, and the use of a seal, helped to familiarise men's minds with this convenient abstraction. A very interesting analysis of the meaning of legal personality will be found in an article contributed by the late Professor Maitland to the Journal of Comparative Legislation, vol. vi. pp. 192-200. Classes of Corporations.-Corporations are of two kinds-aggregate and sole. Examples of a corporation aggregate are the head and fellows of a college, the dean and chapter of a cathedral, a trading company, a municipal corporation. Examples of a corporation sole-which is a sort of corporation incarnate-are the Sovereign, a bishop, a rector. This division—into aggregate and sole-rests on constitution. Another division-depending on the objects to which the corporation is dedicated -is into ecclesiastical and lay. Ecclesiastical or spiritual corporations are such as an abbot and convent, or a bishop. Lay corporations are either civil like a borough, or eleemosynary like a college or hospital. Characteristics of a Corporation.-The distinguishing characteristics of a corporation are (1) Unity. As an artificial person it unites and personifies (in the case of a corporation aggregate) a group of changing and transitory individuals who, for the time being, make up the corporation. (2) Perpetual succession. In common parlance a corporation never dies: it is endowed in English law with immortality. In Germany, corporations are often created for a definite period only. These two incidents of a corporation, unity-symbolised by a common seal and perpetuity, constitute its great merit as a juristic conception. On its incorporation this artificial person has bestowed upon it a quasibaptismal name, and in this corporate name-nomen collectivum—the corporation can sue and be sued, receive and hold property, and do any act which is within its powers. What those powers are will depend upon the incorporating Act, charter, deed of settlement, or other instrument. See ULTRA VIRES. The intention of a corporation to exercise its powers or to do any act, it evinces-being an invisible body-by its common seal, but sealing is not in all cases necessary to bind it. A 1 VOL. IV. corporation has, as consequential to its institution, a power to make by-laws for regulating its affairs and the relations of its members, and also to alter and repeal such by-laws as occasion may require. It can elect members and officers, and in all that it does the act of the majority is deemed the act of the corporation. A bare majority is, prima facie, for this purpose sufficient. A corporation and a natural person could not at one time hold shares or stock as joint-tenants, but this inconvenience has now been remedied by the Bodies Corporate (Joint-Tenancy) Act, 1899, 62 & 63 Vict. c. 20. Liability of a Corporation. The older view of a corporation was that, as it had no soul and no body, it could not be excommunicated or outlawed; or commit treason or felony, or beat or be beaten, or act as an executor; but these views have in modern days been much modified. A corporation may now be sued, not only for breach of contract, but for tort for a malicious prosecution for instance (Abrath v. Great Eastern Rly., 11 A. C. 247), or a malicious libel (Nevill v. Fine Arts Insurance Co., [1895] 2 Q. B. 156; Ranger v. Great Western Rly. Co., 1855, 5 H. L. 72), or for fraud or deceit (Houldsworth v. City of Glasgow Bank, 5 A. C. 317); for nuisance (Rapier v. London Tramways Co., 69 L. T. 361); for negligence (Mersey Dock Trustees v. Gibb, L. R. 1 H. L. C. 13); for trespass or assault (Butler v. Manchester and Sheffield Rly Co., 1888, 21 Q. B. D. 207). It is answerable for the misfeasances of its servants (Green v. London Omnibus Co., 1859, 7 C. B. N. S 290); it may have the scienter imputed to it (Stiles v. Cardiff Steam Navigation Co., 1864, 33 L. J. Q. B. 318); and it may be indicted (R. v. Tyler & Co., [1891] 2 Q. B. 588). Creation. No corporation can, by the law of England, be created without the consent of the Sovereign. In cases of corporations existing by common law or prescription, this consent is implied or presumed. In corporations created by Royal Charter, Letters Patent or Act of Parliament it is expressly given. Dissolution.-A corporation may be dissolved (1) by Act of Parliament; (2) by the natural death of all the members; (3) by surrender of its franchise; and (4) by forfeiture of its charter. Visitor. Every corporation has its visitor, whose business it is to correct abuses, and see that the corporation does not deviate from the end of its institution. The ordinary is commonly the visitor of ecclesiastical corporations, the King of civil (exercising his authority through the King's Bench Division of the High Court of Justice), and in eleemosynary corporations, the founder, his heirs or assigns. Duty-Corporations are now, with certain exceptions, liable to the corporation duty imposed by 48 & 49 Vict. c. 51, as an equivalent for the death duties which corporations had theretofore escaped. [Authorities.-Pollock and Maitland, Hist. Eng. Law; Grant on Corporations; Blackstone. See also COMPANIES, CHARTERED; COMPANY; PUBLIC COMPANY; MUNICIPAL CORPORATIONS; RAILWAY COMPANY.] Corporations, Foreign.-The right of foreign companies to carry on business in England seems to be unquestioned, although treaties have been concluded between this and several other countries (e.g. the Anglo-French and Anglo-Belgian Treaties of 1862, and the Anglo-Spanish Treaty of 1883), entitling companies formed in accordance with the laws in force in either of the two contracting States to exercise "all their rights" in the dominions of the other. |