[1] _Coroner of the Verge._--The verge comprised a circuit of 12 m.
round the king's court, and the coroner of the king's house, called
the coroner of the verge, has jurisdiction within this radius. By the
Coroners Act 1887 the jurisdiction of the verge was abolished and
became absorbed in that of the county, but the appointment of the
king's coroner was left with the lord steward, while his jurisdiction
was limited to the precincts of the palace.
CORONIUM, that constituent (otherwise unknown) of the sun's corona,
which emits the characteristic green coronal ray, of which the
wave-length is 5303.
COROT, JEAN-BAPTISTE CAMILLE (1796-1875), French landscape painter, was
born in Paris, in a house on the Quai by the rue du Bac, now demolished,
on the 26th of July 1796. His family were well-to-do bourgeois people,
and whatever may have been the experience of some of his artistic
colleagues, he never, throughout his life, felt the want of money. He
was educated at Rouen and was afterwards apprenticed to a draper, but
hated commercial life and despised what he called its "business tricks,"
yet he faithfully remained in it until he was twenty-six, when his
father at last consented to his adopting the profession of art. Corot
learned little from his masters. He visited Italy on three occasions:
two of his Roman studies are now in the Louvre. He was a regular
contributor to the Salon during his lifetime, and in 1846 was
"decorated" with the cross of the Legion of Honour. He was promoted to
be officer in 1867. His many friends considered nevertheless that he was
officially neglected, and in 1874, only a short time before his death,
they presented him with a gold medal. He died in Paris, on the 22nd of
February 1875, and was buried at Pere Lachaise.
Of the painters classed in the Barbizon school it is probable that
Corot will live the longest, and will continue to occupy the highest
position. His art is more individual than Rousseau's, whose works are
more strictly traditional; more poetic than that of Daubigny, who is,
however, Corot's greatest contemporary rival; and in every sense more
beautiful than J. F. Millet, who thought more of stern truth than of
aesthetic feeling.
Corot's works are somewhat arbitrarily divided into periods, but the
point of division is never certain, as he often completed a picture
years after it had been begun. In his first style he painted
traditionally and "tight"--that is to say, with minute exactness, clear
outlines, and with absolute definition of objects throughout. After his
fiftieth year his methods changed to breadth of tone and an approach to
poetic power, and about twenty years later, say from 1865 onwards, his
manner of painting became full of "mystery" and poetry. In the last ten
years of his work he became the Pere Corot of the artistic circles of
Paris, in which he was regarded with personal affection, and he was
acknowledged as one of the five or six greatest landscape painters the
world has ever seen, along with Hobbema, Claude, Turner and Constable.
During the last few years of his life he earned large sums by his
pictures, which became greatly sought after. In 1871 he gave L2000 for
the poor of Paris (where he remained during the siege), and his
continued charity was long the subject of remark. Besides landscapes, of
which he painted several hundred, Corot produced a number of figure
pictures which are much prized. These were mostly studio pieces,
executed probably with a view to keep his hand in with severe drawing,
rather than with the intention of producing pictures. Yet many of them
are fine in composition, and in all cases the colour is remarkable for
its strength and purity. Corot also executed a few etchings and pencil
sketches. In his landscape pictures Corot was more traditional in his
method of work than is usually believed. If even his latest
tree-painting and arrangement are compared with such a Claude as that
which hangs in the Bridgewater gallery, it will be observed how similar
is Corot's method and also how masterly are his results.
The works of Corot are scattered over France and the Netherlands, Great
Britain and America. The following may be considered as the first
half-dozen: "Une Matinee" (1850), now in the Louvre; "Macbeth" (1859),
in the Wallace collection: "Le Lac" (1861); "L'Arbre brise" (1865):
"Pastorale--Souvenir d'Italie" (1873), in the Glasgow Corporation Art
Gallery; "Biblis" (1875). Corot had a number of followers who called
themselves his pupils. The best known are Boudin, Lepine, Chintreuil,
Francais and Le Roux.
AUTHORITIES.--H. Dumesnil. _Souvenirs intimes_ (Paris, 1875);
Roger-Miles, _Les Artistes celebres: Corot_ (Paris, 1891);
Roger-Miles, _Album classique des chefs-d'oeuvres de Corot_ (Paris,
1895); J. Rousseau, _Bibliotheque d'art moderne: Camille Corot_
(Paris, 1884); J. Claretie, _Peintres et sculpteurs contemporains:
Corot_ (Paris, 1884); Ch. Bigot, _Peintres francais contemporains:
Corot_ (Paris, 1888); Geo. Moore, _Ingres and Corot in Modern
Painting_ (London, 1893); David Croal Thomson, _Corot_ (4to, London,
1892); Mrs Schuyler van Rensselaer, "Corot," _Century Magazine_ (June
1889); Corot, _The Portfolio_ (1870), p. 60, (1875) p. 146; R. A. M.
Stevenson, "Corot as an Example of Style in Painting," _Scottish Art
Review_ (Aug. 1888); Ethel Birnstigl and Alice Pollard, _Corot_
(London, 1904); Alfred Robaut, _L'OEuvre de Corot, catalogue
raisonne et illustre, precede de l'histoire de Corot et de ses
oeuvres par Etienne Morceau-Nelaton_ (Paris, 1905). (D. C. T.)
CORPORAL. 1. (From Lat. _corporalis_, belonging to the _corpus_ or
body), an adjective appearing in several expressions, such as "corporal
punishment" (see below), or in "corporal works of mercy," for those acts
confined to the succouring of the bodily needs, such as feeding the
hungry, visiting the sick, rescuing captives. A "corporal oath" was
sworn with the body in contact with a sacred object (see OATH).
2. (From Lat. _corporalis_, sc. _palla_, or _corporale_, sc. _pallium_),
in the Roman Catholic Church, a small square linen cloth, which at the
service of the Mass is placed on the altar under the chalice and paten.
It was originally large enough to cover the whole surface of the altar,
and was folded over so as to cover the chalice--a custom still observed
by the Carthusians. The chalice is now, however, covered by another
small square of linen, stiffened with cardboard, &c., known as the pall
(_palla_). When not in use both corporal and pall are carried in a
square silken pocket called the burse. The corporal must be blessed by
the bishop, or by a priest with special faculties, the ritual prayers
invoking the divine blessing that the linen may be worthy to cover and
enwrap the body and blood of the Lord. It represents the winding-sheet
in which Joseph of Arimathea wrapped the body of the dead Christ.
3. (Of uncertain derivation; the French form _caporal_, and Ital.
_caporale_, point to an origin from _capo_, Italian for head; the _New
English Dictionary_, however, favours the derivation from Lat. _corpus_,
Ital. _corpo_, body), a non-commissioned officer of infantry, cavalry
and artillery, ranking below a sergeant. This rank is almost universal
in armies. In the 16th and 17th centuries there were corporals but no
sergeants in the cavalry, and this custom is preserved in the three
regiments of British household cavalry, the rank of sergeant being
replaced by that of "corporal of horse," and that of sergeant-major by
"corporal-major." In the 16th and early 17th centuries the title
"corporal of the field" was often given to a superior officer who acted
as a staff-officer to the sergeant-major-general. In the navy the
"ship's corporal," formerly a semi-military instructor to the crew, is
now a petty officer charged with assisting the master-at-arms in police
duties on board ship.
CORPORAL PUNISHMENT, chastisement inflicted by one person on the body
(_corpus_) of another. By the common law of England, Scotland and
Ireland, the infliction of corporal punishment is illegal unless it is
done in self-defence or in defence of others, or is done either by some
person having punitive authority over the person chastised or under the
authority of a competent court of justice. Corporal punishment in
defence of self or others needs no comment, except that, like all other
acts done in defence, its justification depends on whether or not it was
reasonably necessary for the protection of the person attacked. Among
persons invested with punitive authority, mention must first be made of
parents and guardians, and of teachers, who have, by implied delegation
from the parents, and as incidental to the relation of master and pupil,
powers of reasonable corporal punishment. Such powers are not limited to
offences committed by the pupil upon the premises of the school, but
extend to acts done on the way to and from school and during what may be
properly regarded as school hours (_Cleary_ v. _Booth_, 1893, 1 Q.B.
465). The rights of parents, guardians and teachers, in regard to the
chastisement of children, were expressly recognized in English law by
the Prevention of Cruelty to Children Act 1904 (S 28). Poor law
authorities and managers of reformatories are in the same position in
this respect as teachers. The punitive authority of elementary school
teachers is subject to the regulations of the education authority: that
of poor law authorities to the regulation of the Home Office and the
Local Government Board. A master has a right to inflict moderate
chastisement upon his apprentice for neglect or other misbehaviour,
provided that he does so himself, and that the apprentice is under age
(Archbold, _Cr. Pl._, 23rd ed., 795). Where a legal right of
chastisement is exercised immoderately, the person so exercising it
incurs both civil and criminal liability.
In some of the older English legal authorities (e.g. Bacon, Abridg. tit.
"Baron and Feme," B), it was stated that a husband might inflict
moderate corporal punishment on his wife in order to keep her "within
the bounds of duty." But these authorities were definitely discredited
in 1891 in the case of _R._ v. _Jackson_ (1 Q.B. 671). By the unmodified
Mahommedan law, a husband may administer moderate corporal punishment to
his wife; but it is doubtful whether this right could be legally
exercised in British India (Wilson, _Digest of Anglo-Mahommedan Law_,
2nd ed., pp. 153, 154). In Hawkins's _Pleas of the Crown_ (Bk. 1, c. 63,
S 29) it is laid down that "churchwardens, and perhaps private persons,
may whip boys playing in church" during divine service. But while the
right to remove such offenders is undoubted, the right of castigation
could not now safely be exercised. At common law the master of a ship is
entitled to inflict reasonable chastisement on a seaman for gross breach
of duty. But such offences are now specially provided for by the
Merchant Shipping Act 1894 (SS 220-238); and where the provisions of
that statute are available, corporal punishment would probably be
illegal.
As to corporal punishment in the army and navy, see articles MILITARY
LAW; NAVY. In civil prisons, whether they are convict prisons or local
prisons, corporal punishment may not be inflicted except under
sentence of a competent court, or except in the case of prisoners
under sentence of penal servitude, or convicted of felony, or
sentenced to hard labour, who have been guilty of mutiny or incitement
to mutiny, or of gross personal violence to an officer or servant of
the prison (Act of 1898, S 5). Flogging for these offences in prison
may not be inflicted except by order of the board of visitors or
visiting committee of the prison, made at a meeting specially
constituted, and confirmed by a secretary of state (Prison Act of
1898, S 5; Convict Prison Rules 1899; Stat. R. and O. 1899, No. 321,
rr. 77-79; Local Prison Rules 1899; Stat. R. and O. 1899, No. 322, rr.
84, 85). The mode of inflicting the punishment is prescribed by the
Convict Prison Rules (rr. 82-85) and the Local Prison Rules (rr.
88-91), which limit the number of strokes and prescribe the instrument
to be used for inflicting them, the cat or birch for prisoners over
18, and the birch for prisoners under 18.
Corporal punishment for breaches of prison discipline in Scottish
prisons is not authorized by any statute nor under the Scottish Prison
Rules (see _Stat. R. and O. Revised_, ed. 1904, vol. X. tit. "Prison,
Scotland," p. 60). In Irish convict prisons corporal punishment may be
inflicted by order of justices specially appointed by the
lord-lieutenant under S 3 of the Penal Servitude Act 1864, but the
Irish Prison Rules of 1902 (Stat. R. and O. 1902, No. 590) contain no
reference to this power.
At common law, courts of justice had jurisdiction to impose a sentence
of whipping on persons convicted on indictment for petty larceny or
misdemeanours of the meaner kind (see 1 Bishop, _Amer. Cr. Law_, 8th
ed., S 942). But they do not now impose such sentence except under
statutory authority. The whipping of women was absolutely prohibited in
1820 by the Whipping of Female Offenders Abolition Act of that year. But
there are numerous statutes authorizing the imposition of a sentence of
whipping on male offenders. The following cases may be noted. 1.
_Adults_: (a) who are incorrigible rogues (Vagrancy Act 1824, S 10); (b)
who discharge fire-arms, &c., with intent to injure or alarm the
sovereign (Treason Act 1842, S 2, and see 8 St. Tr. N.S. 1, and
_O'Connor's Case_, 1872, ib. p. 3 n.); (c) who are guilty of robbery
with violence (Larceny Act 1861, S 43), or offences against S 21 of the
Offences against the Person Act of 1861; there has been much controversy
as to whether the Garrotters Act of 1861, which authorized the ordering
of more than one whipping in the case of an offender over 16 years of
age, was the effective cause of the diminution of the offences against
which it was directed, but the best judicial opinion is in the
affirmative. 2. _Males under sixteen_: (a) in any of the cases above
noted; (b) for many statutory offences, e.g. larceny (Larceny Act 1861),
malicious damage (Malicious Damage Act 1861, S 75; Criminal Law
Amendment Act 1885, S 4); (c) by courts of summary jurisdiction (Summary
Jurisdiction Act 1879, SS 10, 11, and 1899; First Offenders Act 1887);
if a boy is over 7 and under 12, not more than 6 strokes, if he is over
12, but under 14, not more than 12 strokes may be inflicted; the
birch-rod is to be used, and the punishment is to be given by a police
constable in the presence of a superior officer, and of the parent or
guardian if he desire it.
In Scotland the whipping of male offenders under 14 is regulated by
the Prisons (Scotland) Act 1860, S 74, the Whipping Act 1862, and S
514 of the Burgh Police (Scotland) Act 1892; and offenders over 16 may
not be whipped for offences against person or property (Whipping Act
1862, S 2).
In Ireland the law is in substance the same as in England; for special
statutes see official _Index to Statutes_ (ed. 1905), p. 985, art.
Punishment, 6.
The flogging of women is prohibited throughout British India (Code of
Criminal Procedure, Act v. of 1898, S 393) and the British colonies,
where the infliction of corporal punishment by judicial order is in
the main regulated on the lines of modern English legislation. In some
British colonies the list of offences punishable by whipping is larger
than in England (see Queensland Criminal Code 1899, arts. 212, 213,
216).
In the United States whipping is not a legal punishment under the
Federal Law (Revised Stats. U.S. S 5327). But in some of the states of
the Union whipping is inflicted under statute, and is not held cruel or
unusual within the Federal Constitution (1 Bishop, _Amer. Crim. Law_,
8th ed., S 947). In Delaware wife-beating and certain offences against
property by males are punishable with flogging; and in Maryland the same
punishment is applicable for wife-beating. Flogging is in force as a
disciplinary measure in some penal institutions.
It has been suggested by Laurent (_Principes de droit civil francais_
(1870), vol. iv. S 275) that the express definition in the French Code
Civil (arts. 371 et seq.) of parental rights over children excludes the
power of corporal punishment. But this view is not generally accepted.
The parental right of moderate chastisement is expressly reserved in the
Civil Code of Spain (art. 155, 2). Flogging is not recognized as a legal
punishment by the French Code Penal, nor by the Penal Codes of Germany,
Italy, Spain or Portugal. (See also WHIPPING OR FLOGGING.) (A. W. R.)
CORPORATION (from Lat. _corporare_, to form into a body, _corpus_,
_corporis_), in English law, an association of persons which is treated
in many respects as if it were itself a person. It has rights and duties
of its own which are not the rights and duties of the individual members
thereof. Thus a corporation may own land, but the individual members of
the corporation have no rights therein. A corporation may owe money, but
the corporators as individuals are under no obligation to pay the debt.
The rights and duties descend to the successive members of the
corporation. This capacity of perpetual succession is regarded as the
distinguishing feature of corporations as compared with other societies.
One of the phrases most commonly met with in law-books describes a
corporation as a society with perpetual succession and a common seal.
The latter point, however, is not conclusive of the corporate character.
The legal attributes of a corporation have been worked out with great
fulness and ingenuity in English law, but the conception has been taken
full-grown from the law of Rome. The term in Roman law corresponding to
the modern corporation is _collegium_; a more general term is
_universitas_. A _collegium_ or _corpus_ must have consisted of at least
three persons, who were said to be _corporati--habere corpus_. They
could hold property in common and had a common chest. They might sue and
be sued by their agent (_syndicus_ or _actor_). There was a complete
separation in law between the rights of the _collegium_ as a body and
those of its individual members. The _collegium_ remained in existence
although all its original members were changed. It was governed by its
own by-laws, provided these were not contrary to the common law. The
power of forming _collegia_ was restrained, and societies pretending to
act as corporations were often suppressed. In all these points the
_collegia_ of Roman closely resemble the corporations of English law.
There is a similar parallel between the purposes for which the formation
of such societies is authorized in English and in Roman law. Thus among
the Roman _collegia_ the following classes are distinguished:--(1)
Public governing bodies, or municipalities, _civitates_; (2) religious
societies, such as the _collegia_ of priests and Vestal Virgins; (3)
official societies, e.g. the _scribae_, employed in the administration
of the state; (4) trade societies, e.g. _fabri_, _pictores_,
_navicularii_, &c. This class shades down into the _societates_ not
incorporated, just as our own trading corporations partake largely of
the character of ordinary partnerships. In the later Roman law the
distinction of corporations into civil and ecclesiastical, into lay and
eleemosynary, is recognized. The latter could not alienate without just
cause, nor take land without a licence--a restriction which may be
compared with modern statutes of mortmain. All these privileged
societies are what we should call _corporations aggregate_. The
_corporation sole_ (i.e. consisting of only a single person) is a later
refinement, for although Roman law held that the corporation subsisted
in full force, notwithstanding that only one member survived, it did not
impute to the successive holders of a public office the character of a
corporation. When a public officer in English law is said to be a
corporation sole, the meaning is that the rights acquired by him in that
capacity descend to his successor in office, and not (as the case is
where a public officer is not a corporation) to his ordinary legal
representative. The best known instances of corporation sole are the
king and the parson of a parish. The conception of the king as a
corporation is the key to many of his paradoxical attributes in
constitutional theory--his invisibility, immortality, &c.
The term _quasi-corporation_ is applied to holders for the time being of
certain official positions, though not incorporated, as the
churchwardens of a parish, guardians of the poor, &c.
The Roman conception of a corporation was kept alive by ecclesiastical
and municipal bodies. When English lawyers came to deal with such
societies, the corporation law of Rome admitted of easy application.
Accordingly, in no department has English law borrowed so copiously and
so directly from the civil law. The corporations known to the earlier
English law were mainly the municipal, the ecclesiastical, and the
educational and eleemosynary. To all of these the same principles,
borrowed from Roman jurisprudence, were applied. The different purposes
of these institutions brought about in course of time differences in the
rules of the law applicable to each. In particular, the great
development of trading companies under special statutes has produced a
new class of corporations, differing widely from those formerly known to
the law. The reform of municipal corporations has also restricted the
operation of the principles of the older corporation law. These
principles, however, still apply when special statutes have not
intervened.
The legal origin of corporation is ascribed by J. Grant (_Treatise on
the Law of Corporations_, 1850) to five sources, viz. common law,
prescription, act of parliament, charter and implication. Prescription
in legal theory implies a grant, so that corporations by prescription
would be reducible to the class of chartered or statutory corporations.
A corporation is said to exist by implication when the purposes of a
legally constituted society cannot be carried out without corporate
powers. Corporations are thus ultimately traceable to the authority of
charters and acts of parliament. The power of creating corporations by
charter is an important prerogative of the crown, but in the present
state of the constitution, when all the powers of the crown are
practically exercised by parliament, there is no room for any jealousy
as to the manner in which it may be exercised. The power of chartering
corporations belonged also to subjects who had _jura regalia_, e.g. the
bishops of Durham granted a charter of incorporation to the city of
Durham in 1565, 1602 and 1780. The charter of a corporation is regarded
as being of the nature of a contract between the king and the
corporation. It will be construed more favourably for the crown, and
more strictly as against the grantee. It cannot alter the law of the
land, and it may be surrendered, so that, if the surrender is accepted
by the crown and enrolled in chancery, the corporation is thereby
dissolved. Great use was made of this power of the crown in the reigns
of Charles II. and James II.
Every corporation, it is said, must have a name, and it may have more
names than one, but two corporations cannot have the same name. And
corporations cannot change their name save by charter or some equivalent
authority.
The possession of a common seal, though, as already stated, not
conclusive of the corporate character, is an incident of every
corporation aggregate. The inns of courts have common seals, but they
are only voluntary societies, not corporations. Generally speaking, all
corporate acts affecting strangers must be performed under the common
seal; acts of internal administration affecting only the corporators,
need not be under seal. The rule has been defended as following
necessarily from the impersonal character of a corporation; either a
seal or something equivalent must be fixed upon so that the act of the
corporation may be recognized by all.
A corporation may be abolished by statute, but not by the mere authority
of the crown. It may also become extinct by the disappearance of all its
members or of any integral part, by surrender of charter if it is a
chartered society, by process of law, or by forfeiture of privileges.
The power of the majority to bind the society is one of the first
principles of corporation law, even in cases where the corporation has a
head. It is even said that only by an act of parliament can this rule
be avoided. The binding majority is that of the number present at a
corporate meeting duly summoned.
In corporations which have a head (as colleges), although the head
cannot veto the resolution of the majority, he is still considered an
integral part of the society, and his death suspends its existence, so
that a head cannot devise or bequeath to the corporation, nor can a
grant be made to a corporation during vacancy of the headship.
A corporation has power to make such regulations (by-laws) as are
necessary for carrying out its purposes, and these are binding on its
members and on persons within its local jurisdiction if it has any.
The power to acquire and hold land was incident to a corporation at
common law, but its restriction by the statutes of mortmain dates from a
very early period. The English law against mortmain was dictated by the
jealousy of the feudal lords, who lost the services they would otherwise
have been entitled to, when their land passed into the hands of a
perpetual corporation. The vast increase in the estates of
ecclesiastical corporations constituted by itself a danger which might
well justify the operation of the restricting statutes.
The Mortmain Acts applied only to cases of alienation _inter vivos_.
There was no power to devise lands by will until 32 Henry VIII. c. 1
(1540), and when the power was granted corporations were expressly
excluded from its benefits. No devise to a corporation, whether for its
own use or in trust, was allowed to be good; land so devised went to the
heir, either absolutely or charged with the trusts imposed upon it in
the abortive devise. A modification, however, was gradually wrought by
the judicial interpretations of the Charitable Trusts Act 1601, and it
was held that a devise to a corporation for a charitable purpose might
be a good devise, and would stand unless voided by the Mortmain Acts; so
that no corporation could take land, without a licence, for any purpose
or in any way; and no localised corporation could take lands by devise,
save for charitable purposes. Then came the act of 1736, commonly but
improperly called the Mortmain Act. Its effect was generally to make it
impossible for land to be left by will for charitable uses, whether
through a corporation or a natural person[1]. The Wills Act 1837 did not
renew the old provision against devises to corporations, which therefore
fell under the general law of mortmain. The law was consolidated by the
Mortmain and Charitable Uses Act 1888, and the result is simply that
corporations cannot take land for any purpose without a licence, and no
licence in mortmain is granted by the crown, except in certain statutory
cases in the interests of religion, charity or other definite public
object.
The power of corporations at common law to alienate their property is
usually restricted, as is their power to lease it for more than a
certain number of years, except by sanction of a public authority. The
more important classes of corporations, however, are now governed by
special statutes which exclude or modify the operation of the common law
principles. The most considerable class of societies still unaffected by
such special legislation are the Livery Companies (q.v.). Under COMPANY
will be found an account of the important enactments regulating
joint-stock companies.
The question to what extent the common law incidents of a corporation
have been interfered with by special legislation has become one of much
importance, especially under the acts relating to joint-stock companies.
The most important case on this subject is that of _Riche_ v. _The
Ashbury Railway Carriage Company_, 1875 (L.R. 9 Ex. 224; L.R. 7 H.L.
653), in which, the judges of the exchequer chamber being equally
divided, the decision of the court below was affirmed. The view taken by
the affirming judges, viz. that the common law incidents of a
corporation adhere unless expressly removed by the legislature, may be
illustrated by a short extract from the judgment of Mr Justice
Blackburn:--
"If I thought it was at common law an incident to a corporation that
its capacity should be limited by the instrument creating it, I should
agree that the capacity of a company incorporated under the act of
1862 was limited to the object in the memorandum of association. But
if I am right in the opinion which I have already expressed, that the
general power of contracting is an incident to a corporation which it
requires an indication of intention in the legislature to take away, I
see no such indication here. If the question was whether the
legislature had conferred on a corporation, created under this act,
capacity to enter into contracts beyond the provisions of the deed,
there could be only one answer. The legislature did not confer such
capacity. But if the question be, as I apprehend it is, whether the
legislature have indicated an intention to take away the power of
contracting which at common law would be incident to a body corporate,
and not merely to limit the authority of the managing body and the
majority of the share-holders to bind the minority, but also to
prohibit and make illegal contracts made by the body corporate, in
such a manner that they would be binding on the body if incorporated
at common law, I think the answer should be the other way."
On the other hand, the House of Lords, agreeing with the three
dissentient judges in the exchequer chamber, pronounced the effect of
the Companies Act to be the opposite of that indicated by Mr Justice
Blackburn, "It was the intention of the legislature, not implied, but
actually expressed, that the corporations, should not enter, having
regard to this memorandum of association, into a contract of this
description. The contract in my judgment could not have been ratified by
the unanimous assent of the whole corporation." In such companies,
therefore, objects beyond the scope of the memorandum of association are
_ultra vires_ of the corporation. The doctrine of _ultra vires_, as it
is called, is almost wholly of modern and judicial creation. The first
emphatic recognition of it appears to have been in the case of companies
created for special purposes with extraordinary powers, by act of
parliament, and, more particularly, railway companies. The funds of such
companies, it was held, must be applied to the purposes for which they
were created, and to no other. Whether this doctrine is applicable to
the older or, as they are sometimes called, ordinary corporations,
appears to be doubtful. S. Brice (_Ultra Vires_) writes:--
"Take, as a strong instance, a university or a London guild. Either
can undoubtedly manage, invest, transform and expend the corporate
property in almost any way it pleases, but if they proposed to exhaust
the same on the private pleasures of existing members, or to abandon
the promotion, the one of education, the other of their art and
mystery, it is very probable, if not absolutely certain, that the
court of chancery would restrain the same, as being _ultra vires_."