tion whether a sermon, not otherwise published than by its delivery from the pulpit, by a minister to his congregation, was the subject of criticism. A churchwarden. having written to the plaintiff, the incumbent, accusing him of having desecrated the church, by allowing books to be sold in it during the service, and by turning the vestry-room into a cooking apartment, the correspondence was published without the permission of the plaintiff, in the defendant's newspaper, with comments on the plaintiff's conduct. Held, that the correspondence involved a subject of public interest, which might be made the subject of public discussion, and the publication of the correspondence was not actionable, unless the language used was stronger than the limits of fair criticism allow. Upon principle, private acts are, equally with public acts, the subjects of criticism. But whether the act be a public or a private act may make a difference in determining whether the criticism was in good faith.

1 Gathercole v. Miall, 15 M. & W. 319; 10 Jurist, 337; 7 Law Times, 89; 15 Law Jour. Rep. 179, Ex. In the same case it was held that the conduct of the vicar of a parish, in establishing a parochial institution for charitable purposes, by the rules of which all persons not members of the Church of England are excluded from the benefit of the charity, is not a public act or the act of a public functionary, so as to entitle the public press or others to comment on it as such. A plea of fair comment; that the plaintiff's dealings with his tenants was a matter of public notoriety, and had formed the subject of a letter written to the plaintiff on behalf of the tenantry by the parish priest; and that the whole subject of the law of landlord and tenant was a matter of public interest and discussion-held that the plea stated no defense, and leave to plead it was denied. (Hogan v. Sutton, 16 Weekly Rep. 127.)

2 Kelly v. Tinling, Law Rep. 1 Q. B. 699.

CHAPTER X.

CORPORATIONS.

Corporations are legal persons-Their rights and duties assimilated to those of natural persons-Can act only through agents-May carry on business, sue and be sued, and are liable for injuries committed by agents -Corporations may have a reputation-Language concerning corporations-Actions by corporations for libel-Corporations cannot be guilty of slander-May be guilty of libel.

§ 261. Corporations, whether aggregate or sole, are legal persons. Hitherto, attention has been directed exclusively to language published by, or which concerned. natural persons or their affairs; it will now be in order to consider the rights and duties of legal persons or corporations in respect to the publication of language. The topic has been comparatively but little adjudicated, and to the decisions upon it the remarks contained in a former section (§ 15) appear peculiarly applicable. The great and ever increasing number of corporations, assuming all the functions of individuals, has created a tendency in the modern decisions to assimilate, so far as possible, the rights and duties of corporations to the rights and duties of natural persons. It is the distinctive feature of a corporation that it can act only by or through its officers or agents; for even in the case of a

1 Conro v. Port Henry Iron Co. 12 Barb. 28.

First Baptist Church v. Brooklyn Fire Ins. Co. 18 Barb. 69; Story on Agency,

corporation sole, the individual who represents that corporation, and the corporation, are distinct entities. Ordinarily, a corporation may acquire and possess property, and carry on business, and it may sue and be sued in like manner as an individual,' and is liable for an injury committed by its servants or agents, in all cases where, under like circumstances, an individual would be liable. Accordingly, it has been held that an action lies against a corporation for malicious prosecution or for a trespass,3 or for a libel.+

1 The Constitution of the State of New York provides (art. 8, § 3): All corporations shall have the right to sue, and shall be subject to be sued in all courts, in like cases as natural persons. Doubted if a foreign corporation-i. e., foreign to the State in which the action is pending-could maintain action for libel. (Hahnemannian Life Ins. Co. v. Beebe, 48 Ill. 87.) Demurrer to complaint by a foreign corporation. (Id.)

First Baptist Church in Schen. v. Schen. & Troy R. R. Co. 5 Barb. 80; and see Pritchard v. Corporation of Georgetown, 2 Cranch Cir. Ct. 191; Watson v. Bennett, 12 Barb. 196; New Haven R. R. Co. v. Schuyler, 34 N. Y. 30, 208; Hunter v. Hudson River R. R. Co. 20 Barb. 507; Sharp v. Mayor of New York, 40 Barb. 273; Rochester White Lead Co. v. City of Rochester, 3 N. Y. 468; Green v. London Omnibus Co. 6 Jurist, N. S. 228; see ante, § 123.

3 Eastern Counties Railway v. Brown, 6 Ex. 314; Roe v. Birkenhead Railway Co. 7 Ex. 36; Goodspeed v. East Haddam Bank, 22 Conn. 530; McFadzen v. Mayor of Liverpool, Law Rep. 3 Ex. 279. In Owseley v. Montgomery &c. R. R. Co., in Alabama, it was held, but as we conceive erroneously, that a corporation, although liable for false imprisonment, was not liable for malicious prosecution; and in Childs v. State B'k of Mo. (17 Mo. 213), it was held that neither an action for malicious prosecution, for slander, nor for false imprisonment, could be maintained against a corporation. (And see Stevens v. Midland Counties R'way, 10 Ex. 355; Gillett v. Mo. Valley R. R. Co. 15 Mo. 315.)

4 Phil. R. R. Co. v. Quigley, 21 How. U. S. R. 202; Aldrich v. Press Print. Co. 9 Minn. 133; Lawless v. Anglo-Egyptian Cotton Co. Law Rep. 4 Q. B. 262; Maynard v. Fireman's Ins. Co. 34 Cal. 48; Latimer v. West. Morn. News. Co. 25 Law Times, N. S. 44. S., the general manager of defendants' railroad, without special instructions from the directors, dismissed plaintiff, a conductor, for alleged dishonesty. By direction of S., placards describing the offense, and stating plaintiff's dismissal, were posted in the company's private offices (in some of which they were seen by strangers), and in circular books of the conductors-held defendant was liable for the acts of S., but that the publication was privileged. (Tench v. Gt. West. Rwy. Co. 33 Up. Can. Q. B. Rep. 8; rev'g 32 Id. 452.) In New York, by statute (Laws, 1860, ch. 90), a married woman may maintain an action in her own name, against any "body corporate," for any injury to her person or character, the same as if she were sole.

§ 262. A corporation, like an individual, may have a reputation, and a good reputation is equally as valuable to a corporation as to a natural person; and as an individual may sustain injury by language affecting his reputation, so in like manner may a corporation. As in regard to language affecting individuals, we distinguish between language concerning the person as such, and language concerning the person in a trade, and language concerning a thing or the affairs of a person; so in regard to language affecting corporations, we must distinguish between language concerning a corporation for different objects, as those engaged in manufacturing, trading, or banking, and those not so engaged, and language concerning the things of a corporation. Of course, language concerning the corporators is not within the limits of our present inquiry. Where the defendant published, with other defamatory matter, that his hat had been stolen by some of the members of No. 12 Hose Company, the hose company was a volunteer association, and the members of the association brought a joint action for this publication; held, that the action could not be maintained.2

263. Language concerning a corporation not engaged in any business, can hardly occasion, and certainly does not necessarily occasion it, any pecuniary injury; therefore, in regard to language concerning such a corporation, no action can be maintained, except upon proof of special damage; but as regards a corporation engaged in manufacturing, trading or banking, or other occupation in which credit may be material to its success, there language concerning such a corporation calculated to injuriously affect its credit, must necessarily occasion. it pecuniary injury, and in such a case an action may be

Trenton Ins. Co. v. Perrine, 3 Zabr. 402.

2 Giraud v. Beach, 3 E. D. Smith, 337.

maintained by the corporation without proof of any special damage. Thus, as regards language concerning corporations, some is actionable per se, and some is actionable only by reason of special damage.

in

264. In the case of an action by a corporation, a mutual life insurance company, against the editor of a newspaper, for libel in charging that the affairs of the company were mismanaged, it was alleged that the words were published of and concerning the company their business, and of and concerning the directors of the company, and of and concerning the president, vicepresident and secretary of the company, and of and concerning the property and concerns of the company, and of and concerning the conduct and management of the property and concerns of the company by the aforesaid directors and officers of the company; and special damage was charged to have resulted to the company in a loss of its business and a diminution of its profits. On demurrer to the complaint, it was held that "a corporation aggregate may maintain an action for a libel for words published of them concerning their trade or business, by which they have suffered special damage." And that, "in alleging special damage, it is not always necessary to name the customers whose business has been lost by the defamation; but if the nature of the business is such as to render that impracticable, the loss of the business may be alleged generally." In another case it was held that a joint stock company, incorporated under the statutes 19 and 20 Vict. ch. 47, might maintain an action

1 Trenton Ins. Co. v. Perrine, 3 Zabr. 402. Not actionable to publish of an insurance company that it proposes to pay over thirty per cent. interest to the stockholders before providing for its liabilities, and that it is unworthy of confidence. (Hahnemannian Life Ins. Co. v. Beebe, 48 Ill. 87.) "A free criticism of the charter of an insurance company, or of any other incorporation which claims the confidence of the public and seeks the possession of its funds, is to be encouraged rather than repressed." (Lawrence, J., Id.)