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tion, which was endowed with certain corporate powers, must be considered by our courts to be a corporation, notwithstanding the acts of parliament declared that such associations should not be held to be corporations.
Whether an aggregation of individuals united in an artificial body is a corporation or not is to be determined rather by the faculties and powers conferred upon the body than by the name or description given to it.
Upon this review, I have reached the conclusion that the United States Express Company is a corporate entity, empowered to sue and be sued, not, as is usual, in a corporate name, but in the name of designated ofiicers. To such a corporation the act of I890 does not apply, and this action was therefore properly brought against Wood as treasurer, whose status in the suit is not that of an individual, but of a representative of the company.
This reason can not, therefore, prevail. * * *
The rule to show cause should be discharged.
WILLIAMSON et al. 2'. SMOOT ct al.
APPeal from the court of the first district.
_lAi-rnizws, _I._. delivered the opinion of the court. The plaintiffs having caused an attachment to be levied on the steamboat Alabama, the St. Stephens Steamboat Company intervened in their corporate "Pwty, and claimed her as their property. The intervening party tage a lflofly POWC, created by an act of the legislature of the terriofry 0 Alabama, the capital stock of which is divided into shares
H certain amount, and Smoot, the defendant, owns ten of them, subscribed for by him * * it
at;-dizrlihe shares or stock of any individual stockholder be legally coggérgthee fixistenceof the claimaiits being recognized as a body them as H and it being admitted that the boat attached belongs to not posses Part Of their con-imon_st0cl<, it _is clear that Sinoot does make his i5ntsuch certain and distinct individual property in it as to mm belon erest attachable. The estate and rights of a corpora
E’ 5° Completely to the body that none of the individuals
h - . . 2' Zllnmmpose it has any right of ownership in them, nor can dispose Y P3" Of them. Civ. Code, 88, Art. II.
The court is of opinion that the district court erred in disallowing the claim of the company.
It is, therefore, ordered, adjudged and decreed that the judgment be annulled, avoided and reversed, and that the attachment of the plaintiff and appellant be quashed, so far as it relates to the said steamboat, the Alabama, and that she be released therefrom.
The facts appear in the opinion.
The judgment of the court was delivered by _
LORD DENMAN, C. J. The object of the present mandamus is to compel the custoni-liouse officers to register a vessel, the property of the Pacific Steam Navigation Co. The company is a corporation'by charter of her present Majesty, for the purpose Of providing vessels, and employing them in the Pacific Ocean. It is admitted by the defendants that the company, as a British corporation, might be owners of Britisli-biiilt vessels, and jvrima facie would be, as such corporation, entitled to register them, under the provisions of the 8 & 9 Vict. c. 89, applicable to the registry Of vessels by corporations. But is said that some of the members of the corporation are not British subjects, but foreigners; alifli consequently, that the vessel does not wholly belong to H61‘ Majcsty’s subjects, as required by the 5th section of the act, and is within the prohibition contained in the 12th section of the act, against foreigners being entitled to be owners, in whole or iii part, directly or indirectly, of any vessel requiring to be regl5' t@1'€<l- Now, it appears to us that the British corporation is, as SW11, the sole owner of the ship, and a British subject within the meaning of the 5th section, as far as such a term can be applieflble to a corporation, notwithstanding some foreigners may individually have shares in the company, and that such individual menibers of the corporation are not entitled, in whole or in part, directly °F indirectly, to be owners of the vessel. The individual members of the corporation, no doubt, are interested in one sense in the P1"°P@Fty of the corporation, as they may derive individual benefit from its increase, or loss from its destruction; but in no leg?_il_5@Y15e are the individual members the owners. If all tlifi individuals of the corporation were duly qualified British subjects, they could not register the vessel in their individual names as owners; but must register it as belonging wholly to the corporation as owner. The terms of the 23d section, with respect to the
the present question. It was contended, that the effect migh-t be to defeat the object and policy of the navigation laws in this respect,
"§§_l5tl'y, and that we cannot notice any disqualification of an in'_ , which might disable him, if owner, from registenng the vessel in his own name. There will, therefore, be judg
ment for the prosecutors, and a peremptory mandamus. Judgment for the Ct-own_
BUTTON 2/. Hm=1=.\1.-\N.
._’_ 1' ThiS is an action of replevin i11 which the title of n _ roperty was put in issue by the answer. (_0urt1;S_E]n.str‘tict1on_s to the jury the learned judge of the Circuit We to a‘h- I th-ink the testimony is that the plaintifi’ had the e P1'°P@1'fy." The evidence of the plaintif"f’s title was pert)’ b@10flged to a corporation known as “The Hay
den & Smith Manufacturing Co.,” and that he purchased and became the sole owner of all of the capital stock of said corporation. As the plaintiff_in his testimony expressed it,‘“I bought all the stock. I own all the stock now. I became the absolute owner of the mill. It belonged at that time to the company, and I am the company.” There was no other evidence of the condition of the corporation at the time. Is this siiificient evidence of the plaintiffs title? We think not. The learned counsel of the respondent in his brief says: “ The property had formerly belonged to the Hayden & Smith Manufacturing Co., but the respondent had purchased and become the owner of all the stock of the company» and thus became its sole owner.” _ From the very nature of a private business corporation, or, indeed, of any corporation, the stockholders are not the private and joint owners of its property. The corporation is the real, though artificial, person substituted for the natural persons who procured its creation and have pecuniary interests in it, in which all its property is vested, and by which it is controlled, managed, and disposed of. It must purchase, hold, grant, sell, and convey the corporate property, and do business, sue and be sued, plead and
.be impleaded, for corporate purposes, by its corporate name. The
corporation must do its business in a certain way, and by its regularly appointed officers and agents, whose acts are those of the Corporation only as they are within the powers and purposes of the corporation. In an ordinary copartnership the members of it act as natural persons and as agents for each other, and with unlimited liability. But not so with a corporation; its members, as natural persons, are merged in the corporate identity. Ang& A~ on C°TP- §§ 40, 46, I00, 591, 595. A share of the capital stock of a corporation is defined to be right to partake, according to the amount subscribed, of the surplus profits obtained from the use and disposal of the capital stock of the company to those purposes for which the company is constituted. Id. § 557. The ¢°1'P°Ta'Ii0n is the trustee for the management of the prO1>@1'lY» and the stockholders are the mere cestui quc trusts. Gray v. Portland Bmlk: 3 M3$5- 365; Eidimm v. B0'Z£'71l(l71, 4 Am. Corp. CZ15- 350' The right of alienation or assignment of the property is in the corPOT9-tlofl 3~10r1e, and this right is not affected by making the stockholders individually liable for the corporate debts. Aug. 31 A- on C°TP- § I91; P0190 v. Brandon, 2 Stewart (4-Xla.) 401; l/Vhittvell v. LVWHM’ 2° \’vt- 444- The property of the corpoiration is the mere instrument whereby the stock is made to produce the profits, which are the dividends to be declared from time to time by COTPOTMB
authority for the benefit of the stockholders, while the property itself, which produoes them, continues to belong to the corporation. Bradley v. Holdswarth, 3 Mees. & W. 422 ; Waltham Bank v. I/V alt/mm, 10 Met. 334; Tip/ms V. I/Valleer, 4 Mass. 595. The corporation holds its property only for the purposes for which it was permitted to acquire it, and even the -corporation cannot divert it from such use, and a shareholder has no legal right to it, or the profits arising therefrom, until a lawful division is made by the directors or other proper officers of the corporation, or by judicial determination. Ang. & A. on Corp. §§ 160, 190, 557; Hyatt v. Allen, 4 Am. Corp. Cas. 624. A conveyance of all the capital stock to a purchaser gives to such purchaser only an equitable interest in the property to carry on business under the act of incorporation and in the corporate name, and the corporation is still the legal owner of the same. Wilde v. Jenkins, 4 Paige, 481. A legal distribution of lh@_PY0PBrty after a dissolution of the corporation and settlement of its affairs, is the inception of any title of a stockholder to it, although he be the sole stockholder. Ang. & A. on Corp. § 779a.
These general principles sufliciently establish the doctrine that the owner of all the capital stock of a corporation does not thereore own its property, or any of it, and does not himself -become the corporation, as a natural person, to own its property and do llS business in his own name. While the corporation exists he is _ 3 m_@1'6_Stockholder of it, and nothing else. The consequences of
E a‘ violation of these principles would be that the stockholders
, and thus destroy the corporation, terclefraud its creditors. Th'e stockholders
“_ Id the property, and, at the same time, it °“ belong to the corporation. One stockholder owning the
Whole capital stock could, of course, do what several stockholders
of the sole beneficial interest in its and immunities. In Balii-win v. Canficld, 26