1 62 ^^R YARD LA W RB VIE W.
- ' leviations," process of contempt should issue against them.
By a note to Harvey v. East India Company,^ it may be seen that the course thus outlined was actually carried out, and the individual members were charged in their private capacities. It is true that the Hamborough Company was a regulated, not a joint-stock, corporation ; but there seems to be no reason why the question should not be the same for both kinds, or that, when the case was decided, there was supposed to be any distinction. Indeed, there is no case decided before the present century which is inconsistent with the theory that members of a corporation are thus liable, though very possibly that idea became contrary to the general understanding.
In another early case ^ creditors who were members of the in- debted company were postponed to the other creditors. Lord Nottingham says, " That if losses must fall upon the creditors, such losses should be borne by those who were members of the com- pany, who best knew their estates and credit, and not by strangers who were drawn in to trust the company upon the credit and countenance it had from such particular members.'*
The case of Dr. Salmon v. The Hamborough Company was criticised by Fonblanque in 1793.® It was, however, followed to its fullest extent in South Carolina so late as 1826 in a very care- fully considered case, and on appeal the decision was affirmed.* Even after 1840 the doctrine for which the case stands found support.^
The ways in which a corporation might be dissolved, and the consequences of dissolution, were fully considered by the older writers. It was laid down that a corporation might be dissolved, 1st, by act of Parliament; 2d, by the natural death of all its members ; 3d, by surrender of its franchises ; 4th, by forfeiture of
- 2 Vcrn. 396.
2 Naylor v. Brown, Finch, 83 (1673).
- I Fonblanque £q. (ist ed.) 297, note. The learned auUior also suggests that the
Hamborough Company was not incorporated, but in Viner's report of the case it is ex- pressly called a corporation, and it appears that as a matter of fact it had been chartered. Ang. and Ames on Corp. (i ith ed.) 42; 4 Am. Law Mag. 366, note.
- Hume V. Windyaw and Wando Canal Co., i Car. L. J. 217; s. c. 4 Am. L. Mag. 92.
- I Am. Law Mag. 96, answered in 4 Am. Law Mag. 363. See also a small pamphlet
by A. L. Oliver, entitled " The Origin and Nature of Corporate Powers and Individual Responsibility of the Members of Trading Corporations at Common Law," in which the author favors the view here expressed, though on the broader, and it seems untenable, ground that a corporation is in its nature a partnership with a right to sue by one name.
