§121. Same: In foreign states under rules of Conflict of Laws...359 $122. Same: Under United States Constitution $123. Divorce by courts of domicile acquired by offending spouse $124. Divorce courts of domicile mtained by wronged spouse.362 $125. Divorce by courts of domicile subsequently acquired by MUNICIPAL CORPORATIONS WALTER WHEELER COOK, M. (Columbia University) LL. M. (Columbia University) th Professor of Law, University of Wisconsin. CHAPTER I. PUBLIC CORPORATIONS IN GENERAL. § 1. The conception of a corporation. Many are the definitions which have been offered of a corporation. One of the most famous is that given by Chief Justice Marshall in the great case of Dartmouth College v. Woodward: "A corporation is an artificial being, invisible, intangible, and existing only in the contemplation of law. Being the mere creature of the law, it possesses only those properties which the charter of its creation confers upon it. Among the most important are immortality, and, if the expression may be allowed, individuality; properties by which a perpetual succession of many persons are considered as the same, and may act as a single individual” (1). We shall not attempt to criticise this definition, or any of the other definitions usually offered, in detail; nor indeed to fix upon any precise form of words as our own definition, but shall confine ourselves to an attempt to set forth as briefly as may be the fundamental conception of a corporation. If we emphasize in Marshall's statement the words, "by which a perpetual succession of many persons are considered as the same, and may act as a single individual," we have taken a long step toward our goal. A group of natural persons, are, if incorporated, regarded by the law as one person, as endowed with a legal personality distinct from the personality of the individuals composing the corporation. "To be a person, within the meaning of the private law, means to be capable of holding property, of having claims and liabilities" (2). A natural person is a human being possessing, in the eye of the law, these capacities. At some stages in the development of law, not all human beings are recognized as legal persons. For example, if human beings are held in a state of complete slavery, they are rightless beings and so not persons in contemplation of law, but only chattels. "A slave, therefore, is a human being who is, legally, not a person but a thing" (3). § 2. Its legal separateness from its members. A corporation is not a natural person, but an aggregation of natural persons, the group being treated as one person by the law. The rights of the corporation, therefore, are not the rights of the members of the corporation, and the liabilities of the corporation are not the liabilities of the members of the corporation. If the corporation owns property, the members of the corporation do not own it; but the law regards the title as being vested in one person, the corporation (4). If the corporation enters into a contract, the members of the corporation as individuals are not bound by it, but only the juristic person, the corporation. For example, in one case a corporation sold out its business and agreed, as a part of the transaction, not to engage in the same kind of business for a period of time. Some of the officers of the corporation began to carry on the same kind of business within the time limited, and it was held they had a perfect right to do so, as they had not made any contract, but only the corporation (5). The general nature of a corporation is more fully discussed in the article on Private Corporations. Chapter I, in Volume VIII of this work. § 3. Private and public corporations. Corporations are created for two entirely distinct purposes, and may accordingly be divided into two classes corresponding to the objects for which they exist. These two classes are (3) Sohm, Institutes of Roman Law, Sec. 21. (4) City of Louisville v. McAteer, 26 Ky. L. R. 425. (5) Hall's Safe Co. v. H. H. M. Safe Co., 146 Fed. 37. |