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MVB Notes on Corporations, [c1820]

Whenever a corporation accepts a new charter it is the old corporation revived & is to all intents & purposes as before even if the name be altered especially as to debts & rights 2d Kyd 457. 3d Burrow 1865.

It has been strenuously contended that a corporation cannot surrender its corporate privileges & thus discharge itself from its corporate duties but the better opinion is that it can at least by the the consent of Parliament & in due form.

Forfeiture, to every franchise there is a condition tacitly attached annexed the breach of which means a forfeiture of the franchise.

The regular course to test the forfeiture of its charter by a corporation is by a writ of quo warrantto to enquire by what warrant the members now exercise their corporate powers having forfeited than by such & such proceeding.

When a corporation has lost its integral part or is so far reduced that it cannot continue the succession it is dissolved without any legal proceeding but for a forfeitture a corporation is not dissolved without a judgmt a court of law to enforce it either by sine facias or quo warranto.

2d Kyd 516. 3d Jan. Ref 244. a sine facias is proper says Mr Justice Ashurst where there is a legal existing body capable of acting but who have ben guilty of an abuse of the power entrusted to them for as a delinquency is imputed to them they ought not to be had ^condemned^ unheard but that does not apply to the case of a non-existing body. A quo warranto is necessary where there is a bod corporate de facto who take upon themselves to act as a body corporate but who from some defect in their constitution cannot legally exercise the powers they affect to use.

Regina v. Ballivos 1st Pen Williams 207. 20 years non uses not considered sufficient to dissolve the corporation




19 Johnson 

473. Court of Errors

Spencer Justice delivg the opinion of the Court.

1 Distinguishes betwn manufacturing incorporations & those by special acts conferring exclusive privilege. The former only a favoured kind of partnership. 

2d. lays out of the case all imputation of misuser & non user as grounds of dissolution, accords with the chancellor in opinion that there can only be argued in a judicial proceeding instituted for the purpose of trying that question & puts himself upon the renunciation of corporate rights by the company by acts tantamount to a direct surrender. 


MVB Notes on Corporations, c1820MVB Notes on Corporations, c1820MVB Notes on Corporations, c1820MVB Notes on Corporations, c1820
Source: DLC Library of Congress
Collection: MVB Papers (DLC)
Series: Series 3 (17 February 1815-2 December 1821)