If any fervant or apprentice flee from the tyranny and cruelty of his master, to the house of any inhabitant of the fame town wherein they belong, they fhall be protected, and sustained, till due order be taken for their relief. Due notice must forthwith be given to the master, and to the next affiftant or justice of the peace, who fhall caufe faid mafter and fervant, or apprentice, to come before him, and reconcile them if he can; but if he cannot, then he may according to his difcretion bind over the master to the next county court, and also the servant or apprentice, or give orders for their fafe custody and appearance before said court; which court on hearing the matter, may upon default found in the mafter, discharge the fervant or apprentice from his indenture or service; and if default be found in the fervant or apprentice, may inflict a difcretionary punishment.

Where the fervant or apprentice are too young, or too much overcone by fear, to fly from the cruelty of a master, the law has made no provifion for their relief, and the mafter can only be pun ifhed at common law, for a breach of the peace, in chastising unreasonably and immoderately. Perhaps in the improvement of fociety, it will be discovered that the power of parents and masters, ought further to be restrained and controuled, and that cruelty towards children in thofe tender years, when they are incapable of of defence, fhall be punished in fuch manner as to fecure to them inild and humane treatment in all cafes. In domestic government nothing can be more prejudicial in forming the manners of youth, than the severity and rigour too often exercised in the corporal punishment of children. A fyftem of education founded upon the principles of a mild government, and generous treatment of chil dren, can alone improve and cherish thofe virtues, which fo effentially contribute to the welfare of the community.

III. Of the liability of masters for the acts of their fervants, and of fervants for their own acts.

The mafter is answerable for every act of the servant done by his command, either exprefsly given, or implied, for he who does an act by another, does it in legal confideration by himself. Therefore if a fervant commit a trefpafs by the command Qui facit per alium, facit per (e.

I Black. Com. 429, 430.

or

or encouragement of his master, the master shall be deemed guilty of it, as well as the fervant, for he is bound to obey only the lawful commands of his mafter: but a recovery against ore will excuse the other, becaufe a man can have but one fatisfaction for a tref pafs. If an innkeeper's fervant rob, or fteal from, or do any injury to the property of his gueft, the mafter is bound to make restitution for in all fuch cafes there is neceffarily a confidence repofed in the innkeeper, that he will provide faithful fervants. This negligence is therefore construed into an implied confent to the injury. For he who does not prohibit the doing of a thing when it is in his power, confents to and commands it. If the fervant, or drawer at a tavern, fells a man bad wine, or bad liquor of any kind, by which his health is injured, action lies against the mafter; for the permitting the fervant to fell bad liquors, tho without exprefs order to fell to any particular perfon, implies a general command,

• The master is answerable for whatever he permits the servant to do in the usual courfe of his business, for this is confidered as amounting to a general command. A wife, friend, or relation, that commonly tranfact bufmefs for a man, are for this purpofe, his fervants, and he is accountable for their conduct. If I pay money to the servant, wife, friend, or relation, in the ufual courfe of bufinefs intrusted to them, and they embezzle it, I am not accountable for it; but if it be not in the ufual course of their business, I must answer for it, if they fail to pay it over to the master. For in the first instance, the law implies a confidence, and general command, but in the last no fuch understanding of the mafter can be prefumed. If I ufually deal with a tradefinan and conftantly pay him ready money, I am not refponfible for what my fervant takes up on truft: for here is no implied order to the tradefman, to trust my fervant; but if I ufually fend him on truft, or fometimes on truft, and fometimes with ready money, I am answerable for all he takes up, for it is impoffible for the tradesman to distinguish when he comes by my order, or when by his own authority.

. The master is refponfible for all the damages that strangers fuftain, for any negligence, or misconduct of the servant, while he is actually employed in the business and service of the master. If

➡ Nam qui non prohibet cum prohibere poffit, jubet. 430. • Ibid. 431

the

I Black. Com.

But

the fervant of a fmith lames a horse while he is fhoeing him, then an action lies against the master and not against the fervant. if the fervant be not employed in the service of the master, then he muft anfwer for his own mifconduct. A mafter is chargeable if any of the family lay, or caft any thing out of his house into the ftreet or common highway, to the damage of any individual, or the common nuisance of the people, for the mafter has the charge of the household, and must answer for his domeftics.

If a mafter command his fervant to do what is lawful, and he misbehave himself, or do more, the master shall not answer for the fervant, but the fervant for himself, for that was his own act, otherwise it would be in the power of every fervant, to subject bis master to what actions and penalties he pleased.

A fervant is under an obligation to his master, to perform his duty with diligence and fidelity. He is not therefore accountable for any damage that happens to the master in the course of bustnefs intrusted to him, through inevitable accident, but he is accountable for his own negligence and misconduct. A fervant or an apprentice may be guilty of theft in taking away the goods of the master, tho under their immediate care: but if a man deliver goods to his fervant, to keep or carry for him, and he carries them away with an intent to steal, it is not confidered as theft, but a breach of trust, and the fervant is refponfible for that as well as all other injuries to the property of the mafter.

CHAPTER NINTH.

OF CORPORATIONS.

CORPORATIONS are inftituted to answer certain civil purpo

fes. The mortality of man, rendered it impracticable to invest certain rights in them, for the purpose of preferving that perpetu al duration which in fome inftances, is effentially beneficial to civil fociety. On this account corporations have been formed and compofed of individuals, in whom certain rights, powers and privileges have been invefted, and by a conftant fupply and admiffion of

Skin. 228.

of new members, the perpetual continuance has been fecured, and a legal immortallity established.,

Corporations are called aggregate and fole. An aggregate corporation confifts in a number of perfons united together in one fociety, and are kept up by a perpetual fucceffion of members, fo as to continue forever.

A fole corporation confifts of one perfon only, and his fucceffors, in fome particular station, who are incorporated to give them that perpetuity, which as natural perfons they could not poffefs. I know however, of no corporation of this description in this state.

Corporations are divided into civil and ecclefiaftical. Civil are inftituted, and calculated merely for temporal purpofes.And ecclefiaftical, refpect the concerns and intereft of religion.

This ftate is one corporation. The counties, towns, and cities, are inferior corporations of a civil nature. The focieties are ecclefiaftical corporations: private corporations, are Yale-college, the fociety of phyficians, and the banks of Hartford and New-London. In difcuffing this fubject, I fhall confider I. How corporations can be created. II. Their power, capacities, and incapacities. And III. How they can be diffolved.

I. Corporations can be created only by act of affembly. This power has been frequently exerciied of late years in establishing new counties, towns, and focieties. They have incorporated a fociety of phyficians, for the purpofe of diffufing medical knowledge, and they have eflablished banks to extend the benefits of commerce. The affembly have the power of creating fuch corporations as they think proper, and to inveft them with fuch power, and privileges as will correfpond with the defign of the inftitution. And fuch corporations maft depend upon the act of creation, for their rale of conduct. Individuals can by no affociation, agreement, or combination, conftitute a corporation. They may form companies or partnerships, under certain names, by which they can make joint contracts, and employ their influence and property, in enlar ging the sphere of enterprife and activity but they can never acquire that legal fucceffion of members and perpetual duration that diftinguish corporations.

VOL. I.

G

Of

II. Of the powers, capacities, and incapacities of corporations.

Corporations depend for their special powers upon the act of incorporation, but there are certain incidents that neceffarily ap. pertain to corporations from the nature of the inftitution. They must have a name, by which they are known and called, by which they fue and are fued, and by which they do all legal acts. In confe quence of which, they are confidered as a collection of individuals combined into a fingle capacity. They have only an ideal Of course a great variety

existence, and in contemplation of law. of corporations may be compofed of the fame perfons, with perfectconfiftency, all which are capable of fuing each other. Thus a town is one corporation, a fociety within the limits of it, is another, and in a fuit between them, the fame perfous may be plaintiffs and defendants, in different capacities. The privileges of corporations are to have perpetual fucceffion. In all private corporations, of courfe they have the power of electing new members, as the old ones go off. To fue, or be fued, implead, or be inpleaded, grant, or receive by its corporate name, and do all other acts as natural perfons may. To purchase lands, and hold them for the benefit of their fucceffors, and to acquire perfonal estate. To make bye laws, or private ftatutes, for the government of the corporation, which are binding upon themfelves, unless repugnant and foreign to the defign of the institution, and. contrary to the laws of the land, and then they are void. To have a common seal, but which however is not abfolutely neceflary. To do all acts, make contracts, or authorife others to make contracts, to execute the purposes for which they were created.

By the common law, corporations must always appear in fuits by attorney; the ftatute law enacts, that towns, truftees for fchools, proprietors of cominon and undivided lands, grants and other eftates and intereft, and all other lawful focieties or communities, may fue and profecute fuits, for the recovery of their rights, in any proper court, and may appear by themselves, agents, or attornies, and in like manner, defend in all fuits. In all fuch cafes it is fufficient notice to the corporation, to leave a copy of the writ or fummons with their clerk, felectmen, or committee men, twelve

days.