Page:Harvard Law Review Volume 2.djvu/141

From Wikisource
Jump to navigation Jump to search
This page needs to be proofread.


LAW OF BUSINESS CORPORATIONS. 123

corporation from an institution for special government to a simple instrumentality for carrying on a large business, the right to pass by-laws was restricted to regulations for the management of the corporate business.^ ' Such regulations, of course, like the by-laws of municipal corporations and guilds, were void if contrary to stat- utory or common law, or if unreasonable. Whether a certain by-law was held unreasonable or not depended in some measure on the discretion of the court. The decision might be different when judged by the standards of the eighteenth century from what it would be if judged by modern standards. Thus, a by-law of the Hudson's Bay Company giving itself a lien on its members' stock for any indebtedness due from them to the Company was held valid,2 the court saying, " All by-laws for the benefit and advan- tage of trade are good unless such by-laws be unreasonable or un- just ; that this, in their opinion, was neither." To-day, in a jurisdic- tion unfettered by authority, the conclusion would probably be otherwise.*

In addition to the doctrines which have just been considered, a few others may be mentioned as applicable to all corporations alike. In general, questions of rights and duties towards the out- side world are much the same for all kinds of corporations. The law, it is said, makes no personal distinctions, and it is at least true that wherever considered practicable the fictitious legal per- son of a corporation, whatever its nature, was treated by the law in the same way as an actual person. On the other hand, the law regulating the relations of the members to each other and to the united body must differ according to the nature and objects of the corporation.

It has often been questioned whether a corporation could commit a tort or crime. The better opinion in the Roman law seems to

a non-member by forfeiture of his vessel. He petitioned the House of Lords, which or- dered the Company to put in its answer. The case finally resulted in a quarrel between the Lords and the Commons as to the right of the former to take jurisdiction. The Lords gave judgment for the plaintiff, but it was never executed. Macpherson, Hist 127. See, also. Home v. Ivy, i Ventr. 47.

Further illustrations of by-laws of business corporations binding on the public may be found in the regulations passed by early canal and railway companies in accordance with 6 Geo. IV. c. 71, and 8 and 9 Vict, c 20, § 109.

» Child V, Hudson's Bay Co., 2 P. Wms. 207.

^ Child V. Hudson's Bay Co., 2 P. Wms. 207, re-argued sub nom, Gibson v, Hudson's Bay Co., i Stra. 645 ; s. c. 7 Vin. Abr. 125.

  • Lowell, Transfer of Stock, § 166.