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sacred, nothing is venerable, and nothing is safe. And of late, their boldness and strength seem to have increased. Their spirit is seen every where. It is busy with political institutions, with religious obligations, with social forms and domestic ties; busy to weaken, to invalidate, and to undermine. They are not supposed to be numerous even yet; but they have followers, who are followers because they do not know who they are who lead them, or whither they are led. This state of things demands undoubtedly great firmness on the part of those who would sustain and preserve what is valuable in our social and political forms. And it demands as much moderation as firmness. We would always hear; we would always consider; and we would always reply only by argument, and by appeals to reason and to truth. It is in this way that the committee have intended to meet the complaints of these memorialists; and with what success they may have done so, must now be left to the judgment of the house and of the country.

The committee recommend to the house the adoption of the following resolution:

Resolved, That the prayer of the memorialists be not granted.

SPEECH

ON CORPORATIONS, AND THE PROPOSITION TO MAKE CORPORATORS PERSONALLY LIABLE; DELIVERED IN THE ASSEMBLY OF NEW-YORK, JAN. 30, 1838.

[The house in committee of the whole, had under consideration an act to incorporate the Cold Spring Whaling Company.]

Mr. CHAIRMAN-This is a bill to incorporate a whaling company, after precedents now for some time established in this state. In regard to the policy of incorporating companies for this particular object, I do not, for one, feel bound to enter into any special explanation of that subject. No sufficient objection to the object having occurred to my mind, and none having been suggested by others, I am, of course, in favor of the bill.

But, sir, when we were in committee on this bill some days ago, an amendment was offered, the object of which was to subject the corporators to personal responsibility for the debts of the corporation. On that occasion, I made some remarks explaining my objections to such a feature, whether in this bill, or any other of a similar character; and I took the opportunity, at the same time, to throw out some general reasons why I thought corporations were entitled to the favorable consideration of the house and of the country.

It is not desirable, sir, to be drawn into the discussion

of great principles on a bill of so little public interest as this, if it could well be avoided; yet I own that my observation and limited experience have led me to think it best, as a general thing, to meet and resist error on its first appearance, and at the earliest opportunity. The propriety of doing so on this occasion is more apparent now, from the avowal which was made yesterday, that this is a favorite principle in certain quarters, and that it is to be insisted on, on every suitable opportunity throughout the session. It must then be met, and may as well, perhaps, be met and settled now as ever.

The remarks which I made the other day, very brief as they were, have been subjected to some scrutiny, and my positions denied. I deem it necessary to support and defend the ground I then took, if I can.

In the first place, I was then of opinion, and I remain of opinion now, that the principle of this amendment is inconsistent with the very nature of a private corporation, and that it proceeds upon a mistaken notion of what a corporation is. I stated then, and though it has been denied, I repeat it, that a corporation is a person, with the rights and the liabilities of a person. Created by law, it is a legal person. It may be the owner of property, real and personal, and possess a capital as any other person. It has an occupation, and conducts some lawful business. It enters into pecuniary and other engagements, and contracts obligations. The courts are open to it; it summons its adversary before the tribunals of justice to answer to it, and is itself summoned to respond in turn to others. It is amenable to courts, having jurisdiction, for the violation of penal enactments, and is liable to punishment for its legal offences; and it

It can not steal, or Individuals Individuals may do

is only not answerable for crimes, because in its nature it is incapable of committing them. commit forgery, arson, or treason. so, and they may or may not be corporators, but corporations can not perpetrate such offences. A corporation then is a person, a legal being, and as such, and in that capacity, it ought to stand, as far as its nature will permit, on a footing of equality with all other persons before the law.

Now this principle of equal justice is violated, when it is proposed to compel a corporation by law, to give securities for the performance of all its pecuniary obligations, instead of leaving it, as in the case of all other persons, to those who may choose to contract with it, to take its individual responsibility, or demand farther security as they shall see fit. A corporation has, or should have, a fixed and ascertained capital on which it conducts its business; and that is the fund, and the only fund, to which those who deal with it are used to look. And with proper guards and checks, of which I am at all times in favor, there can be no doubt, that the community is quite as safe in its dealings with corporations, without this principle of suretyship, as it is in its dealings with natural persons. Beyond this point of equal safety, we ought not to attempt to go.

But this principle of personal responsibility imposed on the corporators, considered as it always is, in the light of a mere legal compulsion, securing the performance of a natural and equitable obligation, is at war with the very nature of the subject—as will, I think, be evident enough, by considering for a moment the inherent and unconquerable difficulty there is, and always must be, in the

way of fixing the limit of this personal liability, on any just and equitable basis.

The notion is, that the individuals comprising the company, ought in justice and good faith, to be compelled to perform all their engagements made by or for them, since those engagements are supposed to be made for the common benefit of all, and therefore for the personal benefit of each. Taking this for the principle on which the personal liability should be imposed, then it becomes necessary to ascertain on whom that liability ought to rest; for if it be imposed on any person who has not shared, and could not share, in any benefit or advantage, if there was any arising from the supposed engagement, great injustice would of course be done.

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The object of such a rule of personal liability as is contemplated in the amendment before us, would be to hold those corporators responsible who should be such at the time of commencing a suit, and this is the usual course I believe in such cases. But in the first place, we know that the members of corporations aggregate, are constantly changing. Every sale of stock is a change of corporators. One individual goes out and another comes in; and it might well happen, and I dare say some times does, that a few months or days even, may be enough in which to complete a change so entire that not one person shall be a corporator at the end, who was so at the beginning of the period. And then it is the practice of corporations to make periodical dividends, always, if at all, out of profits, and in such a manner as to prevent accumulations. Now what probability, I might almost say what chance is there, that in a prosecution against corporators, on a contract or en

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