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Entered, according to Act of Congress, in the year one thousand eight hundred and sixty-nine, by BENJ. VAUGHAN ABBOTT and AUSTIN ABBOTT, in the Clerk's Office of the District Court for the Southern District of New York,
BAKER & GODWIN, PRINTERS,
THE steady extension, throughout the United States, of the policy of creating incorporated bodies, the magnitude of the enterprises conducted by them and of the interests intrusted to their charge, and the variety, intricacy and difficulty of the litigations to which their affairs give rise, seem to warrant the preparation of a DIGEST OF THE LAW OF CORPORATIONS.
PLAN OF THIS WORK.
The work is not a treatise, but a Digest; that is, it presents the adjudications of the courts, as they are found in the reports, and not the views of the authors upon what the law is, or ought to be. Care has been taken not to embarrass the text with cases which have been overruled, or reversed, or have lost authority by subsequent changes in the law; and where decisions have been affirmed, the general method has been to take the rule of law from the case in the appellate court, and to treat the decision below as merged in that above. But the aim has been to present the existing and authoritative decisions ; leaving to each reader the task of deducing the conclusions appropriate to his particular purpose.
The work presents cases of general application, rather than those of local authority only. Every practitioner will rely, for the jurisprudence of his own State, upon the text-books and digests appropriate to that State, as his best guides to its reports and laws. The design of this work is, chiefly, to give the cases which are or may be of general interest and application, outside the jurisdiction in which they were decided ; to present to the lawyer of each State such
decisions of English courts, of United States courts, and of courts of other States than his own, as are adapted to be useful in his own State. Every reader of American jurisprudence observes how often the courts of one State follow the decisions of other jurisdictions ; how frequently the legislature of one State enacts a statute copied from one which has been tried and approved in England, or in a sister State of the Union. The progress of our civilization is rendering this comparison of the different systems of jurisprudence which are established in different parts of the country,—this resort to the settled laws of one State to determine questions arising for the first time in another,-more and more important. Yet the voluminous accumulation of books of reports and statutes, and the rapid multiplication of new volumes, renders the labor of investigation beyond the means and leisure of most practitioners. The effort, in this volume, is to relieve this labor, in respect to the subject embraced, by an exhibition of the substance of the authorities, so fully and accurately stated, and with such details of all requisite collateral information, that, in this comparative study of jurisprudence, the Digest may be useful either as a guide through the original reports, or as a substitute for them, where access to them cannot be had. The object, throughout, is, to give to the practitioner in each State a knowledge of whatever has been established as law throughout England or America which can elucidate or illustrate the American law of Corporations.
The work embraces all branches of the law of corporations. Under the titles of the various specific corporations, such as Banks, Insurance, Manufacturing and Mining Companies, Municipal Corporations, Railroad Companies, Religious Corporations, Savings Banks, Telegraph and Turnpike Companies, &c., the law more particularly applicable to them each is presented. Municipal corporations, the leading kinds of companies organized for business purposes, and the religious and benevolent societies, thus have their places, respectively, in the volume. And those general subjects which affect all the different corporations, such as Charters, Powers, Agents, Officers, Seal, are distinctively treated.
The marginal notes of the reporters are not in any sense the basis of this work. It is founded upon an original examination of each case. In general we have aimed to give, in addition to the point decided, some indication of the reasoning upon which the decision is founded. Subject to the necessity of retrenchment, we have preferred to retain the language of the court; but the necessity of compression has often forbidden this to a full extent.
It will be observed that a liberal selection of English cases is presented, in addition to American decisions.
Statutes, relative to corporations, which have any general application, are not numerous. Some such, for instance, the national banking law, and the New York free banking law, are given under BANKS. The leading provisions of the State constitutions governing legislation over corporations, are found in the chapter CONSTITUTIONS.
In determining the arrangement of subjects and the scope of each title, philosophical classification has always been held subordinate to the practical convenience of the reader. Subject to this principle, the following rules have been adopted :
1. Although a decision was made with reference to a particular class of Corporations, it is placed under that general topic of the law to which it relates, rather than under the title of the particular class of Corporations, unless it is so peculiar to that class as to throw no light upon the rules relating to other classes.
2. A matter which relates equally to a power of Corporations and to the agent or actor through whom such power is executed, is treated under the title of the power in preference to that of the agent.
3. Matters relating equally to the act or instrument, and to the subject of the act, are treated under the title of the subject rather than under that of the act or instrument.
4. Matters relating equally to the right and to the remedy for the violation of the right, are treated under the title of the right in preference to that of the remedy.
5. Regulations imposed by charters, articles of association, or by-laws concerning subjects which form separate titles in the work, are treated in connection with the title of their subject in preference to the titles CHARTER, BY-LAWS, &c.
Whenever a topic has presented difficulties of classification, we have stated the principle adopted, and the scope and extent of the subject as prepared, in a note at the head of the chapter.
In naming the titles, the terms applied to different kinds of Corporations are employed as follows, so far as is not inconsistent with settled usage :
1. “Society" designates an organization for the assistance or benefit of members.
2. “Association” is applied to an organization formed to promote the improvement, welfare, or advantage of the public.
3. “Company” designates an organization for the purpose of carrying on a business for profit.
4. “Corporation” is used as a general term for all incorporated bodies, and (in deference to settled usage) in the generic titles, such as “MONEYED CORPORATIONS," "MUNICIPAL CORPORATIONS," and the like.
The preparation of this work was commenced under favorable circumstances, and has been pursued under so many facilities extended to the enterprise by professional friends and others who have deemed it important, and has met with so much unexpected encouragement from those under whose notice it has come, that we part from it in the hope that it may, indeed, become a useful addi,tion to the library of the bar.
BENJ. VAUGHAN ABBOTT,