Imágenes de páginas

simply withholds its band, and remits the party weight of the evidence as presented, the decree to a court of law. In tbe review of cases will be reversed, and modified so that the land which appear to conflict with the conclusion described in the mortgage, with the building in this case, cited from the English courts, it and improvements thereon, as they exist at the must be borne in mind that there the mort. time of filing the bill, shall be sold to satisfy gagee has the legal title to the mortgaged land, the mortgage; and, as to the injury sustained and the right of possession.

by the removal of the building formerly on the Having found that the appellant, Verner, is land, the mortgagor will be remitted to his a bona fide purchaser of the building in contro- remedy at law. versy affixed to his land, according to the Decree reversed unanimously.



COMMONWEALTH of Pennsylvania, ex rel. I pose of enabling it to hold lands in this State ATTORNEY GENERAL, Plij' in Err., wbich it could not otherwise lawfully hold, and

ibat such holding of the lands by it was a violaNEW YORK, LAKE ERIE & WESTERN tion and evasion of the laws of Pennsylvania, R. CO. et al.

and prayed that such lands might be escheated to

the Commonwealth. (-..... Pa.......)

It appeared at the trial that the shares of

stock of the Company holding title to the 1. A corporation violating the Or.

ganic Law forfeits its franchise, but does not lands were distributed as follows: of the whole thereby become subject to the escheat or confis- number of 5,000 shares 4,194 shares stood in cation of its property.

the name of the Northwestern Mining & Ex2. A foreign corporation owning all change Company, 800 in the pame of trustees the stock of a domestic corporation, of the Erie Company and the remainder in where the statutes allow its stock to be held by the names of persons who were directors of other corporations, does not thereby "acquire or the Coal & Railroad Company, and who were hold” the real estate of the domestic corporation also oflicers of the Erie Company, and who 80 as to violate the Act of April 26, 1855, against were alleged to hold the stock merely for the acquiring or holding real estate “directly in the purpose of qualifying them to boid the offi corporate name, or by or through any trustee or ces of directors of the Company. other device whatsoever unless specially author.

Further facts appear in the opinion. ized" under penalty of escheat.

Messrs. William S. Kirkpatrick, Atty. 3. The penalty of escheat is removed as Gen., John F. Sanderson, Dep. Atty-Geil., to land in the possession of owners having the and Silas W. Pettit, John R. Read, right to hold the same, although the Act impos- George A. Jenks and William P. Jenks, ing it is not repealed in terms, when before any for plaintiff in error: inquisition is taken the land has been conveyed to such owners, and a statute bas declared that A corporation cannot become a stockholder the land should be held by them “indefeasibly as in another corporation unless by power specifito any right of escheat” in the Commonwealth.cally granted by its charter or necessarily im

plied in it, especially if it be for the purpose of (Sterrett and Clark, JJ., dissent.)

controlling or affecting the management of the (March 3, 1890.)

other corporation, and a fortiori, if for the

purpose of thereby engaging in a business County to review a judgment is . of defendants in a proceeding in the nature of Green's Brice, Ultra Vires, 91, note b; Er. quo warranto to escheat to the Commonwealth nest v. Nicholls, 6 H, L. Cas. 401; Sumner v. certain lands in Elk County. Affirmed. Marcy, 3 Woodb. & M. 105; Mechanics & W.

The New York, Lake Erie & Western Rail. M. Mut. Sav. Bank & Bldg. Asso. v. Meriden road Company is a corporation of the State of Agency Co. 24 Conn. 159; Central R. Co. v. New York doing the business of a common Collins, 40 Ga. 582; Hazlehurst v. Savannah, -carrier in Pennsylvania.

G. & N. A. R. Co. 43 Ga. 13; Salomon v. The information set out that during the years Laing, 14 Jur. 279; Franklin Bank v. Com1873 and 1874 that corporation acquired cer- mercial Bank, 36 Ohio St. 354. tain lands for mining purposes and took the If the title was defeasible when taken by title in the name of trustees. Tbat it acquired, the trustees for the Erie Company, it has rewithout authority, all the capital stock of the mained so ever since, and no subsequent conNorthwestern Mining & Exchange Company, veyances of the title-more especially merely a domestic corporation. That the Erie Com colorable transfers, as were those in this casepany procured the transfer of the title to said will validate it, or bar the right of the Comlands by the trustees to the Mining Company monwealth to escheat the land. for its benefit. That subsequently the title be. Leazure v. Hillegas, 7 Serg. & R. 313; came vested in the New York, Lake Erie & Wes Goundie v. Northampton Water Co. 7 Pa. 233; tern Coal & Railroad Company, a domestic cor- Rubeck v. Gardner, 7 Watts, 455. poration, the capital stock of which was held by A Legislature cannot ratify or confirm that the Erie Company and the Mining Company. I which at the time of such attempted ratificaThat the Erie Company procured the capital tion or confirmation it could not originally austock of the other two corporations for the pur- thorize.

ERROR to the courite of common Pileas for other than and additional to that for which it

Sykes v. Columbus, 55 Miss. 137; Grenada Co. Messrs. John G. Hall and George W. v. Brogden, 112 U.S. 261(28 L. ed. 704); Katzen- Biddle for defendants in error. berger v. Aberdeen, 121 U. 8. 172 (30 L. ed. 911).

Although corporations of one State may by Paxson, C. J., delivered the opinion of comity enter and do business within the bor- the court: ders of another State, yet the license to do so This was an information in the nature of a is purely gratuitous, and depends solely upon quo warranto filed by the Attorney-General, the permission expressly or impliedly granted the object of wbich was to escheat to the Com. by such other State; and wberever & State monwealth certain lands in Elk County, alleged suficiently indicates that it refuses or with to be held by or for the defendant Railroad draws such permission, the right wholly ceases Company. The facts as disclosed by the evi“without reference to the injustice, the prej. dence and admitted by the parties, do not dif. udice or the wrong that is alleged to exist fer essentially from those in Com. v. New York, in such refusal or withdrawal.

L. E. & W. R. Co., reported in 114 Pa. 340. Doyle v. Continental Ins. Co. 94 U. 8. 535 This is really a branch of the same proceeding, (24 L. ed. 148); Bank of Augusta v. Earl, 38 but for lands lying in a different county. The U. S. 13 Pet. 592 (10L. ed. 298); Lafayette present case has been twice argued-a re-arguIns. Co. y. French, 59 U. S. 18 How. 404 ment having been ordered of our own motion(15 L. ed. 451); Paul v. Virginia, 75 U. S. 8 and has received careful consideration. This Wall. 168 (19 L. ed. 357); Ducat v. Chicago, was due to the gravity of the questions involved 77 U. S. 10 Wall. 410 (19 L. ed. 972); Green's and the amount in controversy. Brice, Ultra Vires, p. 4, note a; Com. v. Glou- It was alleged in the first place by the Com. cester Ferry Co. 98 Pa. 105; Runyan v. Coster, monwealth that the Railroad Company had 39 U. S. 14 Pet. 122 (10 L. ed. 382).

violated section 5 of article 17 of the ConstiThe rights and powers of the New York, tution of this State. The said section is as Lake Erie & Western Railroad Company, or- follows: ganized in April, 1887, do not in any way re- "No incorporated company doing the busilate back to the rights and powers of the Erie ness of a common carrier shall directly or inRailway Company, as they existed prior to the directly prosecute or engage in mining or adoption of the Constitution of 1874.

manufacturing articles for trapsportation over Memphis & L. R. R. Co. v. Berry, 112 U. S. its works; nor shall such company directly or 609 (28 L. ed. 937); St. Louir. I. M. & S. R. indirectly engage in any other business than Co. v. Berry, 113 V. S. 465 (28 L. ed. 1055); that of common carriers, or hold or acquire Chesapeake & 0. R. Co. v. Miller, 114 U. S. lands, freehold or leasebold, directly or indi. 176 (29 L. ed. 121); Dow v. Beidelman, 49 Ark. rectly, except such as may be necessary for car325; Dow v. Beidelman, 125 U. S. 680 (31 L. ed. rying on its business; but any mining or man841).

ufacturing company may carry the products Such open and flagrant violation of the fun of its mines and manufactories on its railroad damental law of the State cannot be excused, or canal not exceeding fifty miles in length.” or its consequences evaded, by the transparent It will be noticed that this clause in the Con. device of using the name and stock of tbe istitution affixes no penalty for its violation. Northwestern Mining & Exchange Company, It is conceded that for a violation of the Oror that of the New York, Lake Erie & Weg ganic Law, a Pennsylvania corporation or a tern Coal & Railroad Company,

foreign corporation having or exercising corA thing which is within the intention of the porate franchises within this Commonwealth makers of the Statute is as much within the would forfeit such franchises. This, howStatute as if it were within the letter; and such ever, would not involve an escheat or confisconstruction ought to be put upon it as does cation of its property. not suffer it to be eluded.

For present purposes we must regard this Bacon, Abr. Statute, 1, SS 5-10; Heydon's constitutional provision as out of the case. Case, 3 Coke, 9; Magdalen College Case, 11 The question here is wbether the real estate in Coke, 73; People v. Utica Ins. Co. 15 Johns. controversy is liable to escheat. This is not a 381; Com. v. Clark, 7 Watts & S. 127; Gibbons proceeding to forfeit the Company's franchises v. Ogden, 22 U. S. 9 Wheat. 2 (6 L. ed. 24); but to escbeat its lands. It must rest, if it can Manley v. State, 7 Md. 135; Leonard v. Com. be sustained at all, upon the Act of April 26, 112 Pa. 607; Chester Co. v. Brouer, 117 Pa. 1855 (Pub. Laws, 329), the fifth section of 647.

which provides that “po corporation shall For many purposes, and when necessary to hereafter acquire or bold any real estate with. attain the justice of the case, courts will al- in this Commonwealth, directly in the corpoways consider the interest of the shareholder rate name, or by or through any trustee, or as an interest in the property of the corpor- other device wbatsoever, unless specially auation.

thorized to hold such property by the laws of Seaman v. Enterprise F. & M. Ins. Co. 21 this Commonwealth.”. Fed. Rep. 778; Warren v. Davenport Ins. Co. This is tbe probibition of the Act. The 31 Iowa, 464; Com. v. Standard Oil Co. 101 Pa. penalty for its violation is contained in section 119; Coleman v. San Rafael T'urnp. Road Co. 9. It is as follows: 49 Cal. 517.

“That all property hereafter acquired and If such holding is prohibited by the Consti- held by persons, corporations or associations tution, the lands are escheatable in this pro- forbidden by this Act, and all such bereafter ceeding.

acquired and held beyond the limit prescribed Com. v. New York, L. E. & W. R. Co. 114 as aforesaid by this Act, sball escheat to this Pa. 340. See Atty-Gen. v. Great Northern R. Commonwealth, and upon the same being arlCo. 6 Jur. N. S. 1006.

judged to have escbeated under proceedings in court by quo warranto in all respects as is pro- the corporation controls the land held by it. vided by law in the case of the usurpation of In this sense, and to this extent, the Act of any corporate franchises, the same shall be 1869 enabled railroad companies to control real taken in possession and disposed of,”etc. estate, the title to which they were forbidden

It was not alleged that the defendant Rail to hold directly or indirectly by the Act of 1855. road Company beld the title to any of the lands It must not be forgotten, however, that conin controversy either in its corporate name, or trolling real estate, by means of the ownership by or through a trustee. The contention of of a majority of the stock of such corporation the Commonwealth was that the title thereto is a very different matter from holding the title was beld by the Northwestern Mining & Ex- to such real estate. The one is legalized by change Company, defendant; that all of the the Act of 1869; the other is forbidden by the stock of said last-named Company was held by Act of 1855. the said Railroad Company, and that the plac- It appears by the evidence that the Railroad ing of the title in the former Company was a Company purchased the charter of the Mining mere "device” to enable the Railroad Company Company and retained all of the stock thereof, to hold lands indirectly which it was forbidden except the pumber of shares requisite to qualify by the Act of 1855 to hold directly, or by or the directors. It is admitted that the wbole througb a trustee. Whether it was such “de interest in the stock of the Mining Company vice” was the question we directed to be sub. was owned and controlled by the Railroad mitted to the jury, when the other branch of Company. It was contended that this was not the case was here, reported in 114 Pa. 340. aiding the Mining Company, but was a mere

It is not denied that the Northwestern Miving scheme or "device” to hold lands in violation & Exchange Company is a Pennsylvania cor- of law. This was the view taken of it by our poration, and authorized by its charter to hold brother Sterrett in the former opinion of this ihese or similar lands, and to carry on the court, and in that case it was directed that the business of miving, milling, smelting and requestion whether it was a "device" to evade fining gold, silver, copper, iron, lead and other the Act of 1855 should be submitted to a jury. ores, coal and otber minerals. Nor was it de-That case was not heard before a full bench; nied that under the Act of April 15, 1869 Those who heard it were not unanimous; it in. (Pub. Laws, 32), the New York, Lake Erie & volved a question of grave importance, and a Western Railroad Company had the right to majority of those who heard the argument purchase and hold all or any portion of the were in favor of taking the verdict of a jury stock of the Northwestern Mining & Exchange upon the facts. Company. The said Act expressly declares: As the question is now presented here, and "It shall and may be lawful for railroad and as it was presented below, there are no disputed canal companies to aid corporations author- facts. It is conceded that at the time these ized by law to develop the coal, iron, lumber proceedings were commenced the title to the of other material interests of this Common lands was in the Northwestern Mining & Exwealth by the purchase of their capital stock change Company; that the said Company was or bunds or either of them, or by the guaranty expressly auiborized by law to hold them; that of or agreement to purchase the principal or the stock of said last named corporation is beld interest, or either, of such bonds."

or controlled by the Railroad Company, which The object of this legislation is obvious. It Company is in terms authorized by the Act of was to authorize railroad and canal companies 1869 to hold it; that the stock so held is personal to employ their capital and credit to aid in the property, and that the Railroad Company does development of the mineral resources of the not hold the title to said real estate, or to any Commonwealth. Such development, as every- portion of it, either in its own name, or by or one knows, is in many instances beyond the through a trustee. With the facts upon the reach of individual enterprise. It was easy record undisputed, we cannot evade the reenough to form corporations with all the req- sponsibility of this case by throwing it upon a uisite powers for this purpose. It was a very jury. With the facts admitted, it is the duty different thing to find capitalists to take their of this court to pass upon their legal effect, stocks or bonds. Hence it was that the Legis- and the verdict of a jury could not aid us. lature gave to railroad and canal companies Moveover, if we submit this question to a jury, the power to purchase both stocks and bonds we would have no rule whatever. Different of such companies. Nor was any limitation juries in different counties night find conflictplaced upon this power. They might buy a ing verdicts, in which case we would bave the portion or all of the stock. It probably never strange result that in one county the transaction occurred to the legislative mind that while the would be held to be legal, while in an adjoinpurchase of a portion of the stock of a mining ing county it would be held to be illegal. We company would be aiding such corporation to were informed upon the argument, and have develop the mineral resources of the State, the no doubt of its truth, that a vast amount of purchase of a majority of the whole of the real estate in this Commonwealth is held by stock of such company might be held to be a corporations similar to the North western Min. "device" to evade the Act of 1855. However ing & Exchange Company, and chartered by that may be, the Act of 1869 was evidently the State for the purpose, inter alia, of holding intended to legalize, and perhaps encourage, the title to such property; that the stock of railroad and canal companies to invest in this said companies is largely held by railroad cor. species of mining companies. It involved, porations, in pursuance of the Act of 1869, necessarily, the control of such companies by and that the said real estate is in whole or in the corporations making such investments to part controlled by the latter class of corporathe extent of the stock held by them. A tions by means of their stock. If in all such majority of the stock controls the corporation; I cases tħe question of whether the holding of

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such stock is a "device" on the part of the ring a right to receive dividends of the profits railroad companies to evade the Act of 1855 and proceeds of the real estate held by such must be submitted to a jury, the consequences companies, but not to create any title in the might be very serious and destructive of vested shareholders in or to such real estate, which rights. To say the least, it would introduce shall be subject only to the liens of, and be an element of uncertainty into the titles to a fully conveyed by the corporation bolding the large amount of property which it would be title and owning the same.”. dillicult for a purchaser to protect himself This section of the Act of 1855 is a distinct against. The possibility of such results ad. declaration by the law.making power that monishes us to move with caution, and to shares of stock held in a mining company are besitate ere we finally adopt a principle which personal property, and create or give no title may lead to such confusion.

to the holder of such shares in or to any of If there is anything that is clear in this case the real estate held by such company. How, it is that the defendant Railroad Company bas then, is it possible to escheat it as real estate no title, legal or equitable, to this land. Its belonging to or held for the company owning whole title thereto, in fee simple, passed by the shares? The law having fixed its character the conveyance to the Northwestern Mining & I do not see how the parties can change it even Exchange Company. Atlention is again called by a “device." to the Act of 1855, and at the risk of being The Act of April 8, 1881 (Pub. Laws, 9), prolix I repeat it: “No corporation shall here. enacts that “where any conveyances of real after acquire and hold real estate within this estate in ibis Commonwealth have been made Commonwealth directly in the corporate name, by any alien, or any foreign corporation or coror by or through any trustee or other device porations of another or of this State, to any whaisoever, unless specially authorized to hold citizen of the United States, or to any corporsuch property by the laws of this Common ation chartered under the laws of this Comwealth."

monwealth, and anthorized to hold real estate, It will be observed that the probibition of before any inquisition shall have been taken the Act is of a threefold character, viz.: (a) against the real estate so held to escheat the holding real estate in its corporate name; (6) same, such citizen or corporation grantee as by means of a trustee; and (c) by any device aforesaid shall bold and may convey such whatever. It must be conceded, indeed it is title and estate indefeasibly as to any right of not denied, that there is no violation of the eschcat in this Commonwealth, by reason of first two probibitions. It is equally clear to such real estate having been held by an alien, my mind there is no violation of the third, for or a corporation not authorized to hold the the reason that the Railroad Company has, as same by the laws of this Commonwealth." before stated, no title to the real estate of any While I do not consider this Act important kind. If it has no litle how can it hold title in the determination of this case, as the conby a "device?” The only answer that has or tention of the Commonwealth cannot be sus. can be made to this is that the Company con- tained for the reasons already given, it is proper trols said real estate. If we concede this to say that it appears to condone the alleged proposition, where in the Act of 1855 is there offense so far as the Legislature may lawfully to be found a prohibition of a railroad company do so. It removes the penalty of escheat im. controlling the use of real estate? The Act posed by the Act of 1855. It may be said, strikes only at the holding of the title, and as however, that it is controlled by section 10 of it is a highly penal statute, penal to the extent article 17 of the Constituti wbich declares: of practically confiscating all real estate held "No railroad, canal or other transportation in violation thereof, we are not at liberty to company, in existence at the time of the adopextend it beyond its terms. The Legislaturetion of this article, shall have the benefit of may bave had good reasons to probibit railroad any future legislation by general or special companies from holding the title to large bodies laws, except on condition of complete acceptof mining lands. They may not bave had the ance of all the provisions of this article." In same reasons to move them to prohibit all the absence of any evidence that the defendant control over them. At any rate they have not Company bad accepted the provisions of the done so, which is sufficient for our purpose. above article, it is urged that it cannot claim

As before observed, this is a question of the benefit of the Act referred to. escbeat. It must be manifest that before there It is doubtless true that before a railroad can be an escheat of these lands under the company can enjoy the benefit of new legislaAct of 1855, it must appear that the defendant tion, enlarging its powers or increasing its faRailroad Company holds the title thereto in its cilities, it must formally accept all of the procorporate name, or by or ibrough a trustee, or visions of the 17th article of the Constitution by some device, by means of which said Com relating to railroads and canals. This question, pany not only controls the lands but enjoys however, is not raised. The Act of 1881 is in the beneficial ownership thereof. In other the way of the Commonwealth. No one doubts words it must have either the legal or the that the Act of 1855, imposing the penalty of equitable title or it bas no title whatever. If escheat, could at any time bave been repealed it bas no title there can be no escheat of the by the Legislature. The repeal of the Act lands as real estate. The third section of the would bave been an answer to this proceeding. Act of 1855, which does not appear to have The Commonwealth would have nothing in been heretofore called to our attention, pro- rest it upon. The Act of 1881 does not in vides that “the shares held by sbareholders in terms repeal the Act of 1855, but it removes all incorporated land and building associations, the penalty. This information was not filed and mining and manufacturing companies, until several years after the passage of the Act sball be taken to be personal property, confer-1 of 1881. Nor bad any inquisition been taken


against the real estate in controversy until after We have considered this case solely upon the it had been conveyed to the North western power of the Commonwealth w escbeat the Dining & Exchange Company. The case lands. No question is raised under the consticomes, therefore, precisely within the terms of tutional provision referret 10, and poue is de tbe Act of 1881, and were we in doubt as to cided. our former position, we might well affirm the Judgment affirmed. judgment upon this ground alone.

Sterrett and Clark, JI., dissent



William M. KILLINGSWORTH, Appt., corporation may do, there goes with it the im

plied power to use the necessary and usual PORTLAND TRUST CO., of Oregon, Respt. means to effect that purpose.

Bridgeport v. Hlousatonic R. Co. 15 Conn. 475. (....Or.....)

A corporation has power to pledge.

Leo v. Union Pac. R. Co. 17 Fed. Rep. 273. "When a corporation is made the agent To, take and hold property in trust. of another to sell and convey real property, it

Vidal v. Girard, 43 Ü. S. 2 How. 187 (11 L. acts through the same instrumentalities as when

ed. 230). acting for itself, and the relations between it and

To make a lease. its instrumentalities are as one legal entity or artificial person in the performance of its engage

Ardesco Oil Co. v. North Am. Oil Co, 66 Pa. ments, and involve no delegation of powers. 375. Held, therefore, that a corporation has capacity To make an assignment for the benefit of to execute a deed as attorney in fact for another. creditors.

White Water Valley Canal Cn. v. Vallette, 62 (January 13, 1800.)

U. S. 21 How. 414 (16 L. ed. 154); Gottfried v. APPEAL by plaintiff from a judgment of the Miller, 104 qu. 18.521 (26 L. ed. 861). Circuit Court for Multnomah County in fa

give vor of defendant in an action to recover dam: Co. 107 U. Š. 101 (27 L. ed. 414).

Green Bay & M. R. Co. v. Union Steamboat ages for breach of a contract for the sale of certain real estate. Affirmed.

It may borrow money, make notes, draw and

accept drafts. The case sufficiently appears in the opinion. Messrs. Sears & Beach, for appellant:

Memphis & L. R. R. Co. v. Dow, 120 U. S.

287 (30 L. ed. 595). A corporation in this State is inherently incapable to execute a deed as attorney in fact

It may make deeds, mortgages and leases. for the following reasons:

Musser v. Johnson, 42 Mo. 74. First. It cannot execute or acknowledge a

It may form a partnership with individuals

or other corporations. deed except tbrough agents.

1 Lindley, Partn. 165. Story, Ag. $ 116; Morawetz, Priv. Corp. $ 357; Georgetoion College v. Browne, 34 Md. 450; Re Thompson's Estate, 33 Barb. 334.

Lord, J., delivered the opinion of the court: Second. An agent appointed by power of at

This is an action to recover damages for failtorney to sell and convey land cannot delegate ure of the defendant to execute and deliver to bis or its power at all, unless a power of sub- the plaintiff a conveyance of certain premises slitution is given.

pursuant to an agreement to that effect. The Story, Ay. $$ 13, 14.

defendant denies this, and alleges, as the attor. Third. Where the right of substitution is ney in fact of one Deborrah H. Ingersoll, in given it would have to be exercised by execut-compliance with said agreement, that it did ing and acknowledging the substituting instru. execute and tender to the plaintiff a conveyance ment with the same formalities as those under of said premises, etc., and now brings it into which the original power is executed.

court, and deposits it for the plaintiff, and that Stinchucomb v. Marsh, 15 Gratt. 202.

plaintiff refuses to accept the same. To this Mr. George H. Williams, with Messrs. the plaintiff demurred on the ground that the Woodward & Woodward, for respondent:

same does not state facts suflicient to constitute Corporations on full compliance with the a cause of defense to the cause of action alleged. statutes respecting their organization become

The point raised by the demurrer is, Can the legal entities, with power to do and to act,

defendant, a corporation, execute a deed of and to ibe extent of the powers conferred by conveyance of real property as the attorney in the charter of such corporation can perform alt fact of avotber? In this siate the right to beacts which a natural person might do to ac- and any persons may avail themselves of it by

come incorporated is secured by a general law, complish the same end.

Barry v. Merchants Exch. Co. 1 Sandf. Ch. complying with its provisions. Corporations 299.

which owe their existence to the common law By the laws of the State of Oregop a corpo organization, in the manner of exercising their

must be governed by it in the mode of their ration may engage in any lawful enterprise, business, pursuit or occupation.

powers, and in the use of the capacities conHill, Amd. Laws of Oregon, S 3217, p. 1424. ferred. But the Legislature may authorize the If the articles define clearly what acts the creation of corporations for many purposes pot

contemplated by the common law, and endue *Head note by LORD, J.

them with powers and capacities to be exerLRA.

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