lishes the article, we see no reason why it should not be held liable for a criminal contempt. 5 Thomp. Corp., § 6468, et seq.; 7 Am. & Eng. Enc. Law (2d ed.), p. 847, on Corporations and cases cited. There are no statutes in this commonwealth regulating the proceedings in the trial and punishment of contempt of court. "The summary power to commit and punish for contempt tending to obstruct or defeat the administration of justice is inherent in courts of chancery and other superior courts, as essential to the execution of their powers and to the maintenance of authority, and is part of the law of the land, within the meaning of Magna Charta and of the twelfth article of our declaration of rights." Cartwright's Case, 114 Mass. 230, 238; Tinsley v. Anderson, 171 U. S. 101, 18 Sup. Ct. 805.

The most important question is whether the publication of these articles under the circumstances stated could be adjudged a contempt. The articles published were not defamatory, either as regards the presiding justice of the court, or the jurors before whom the cause referred to was being tried, or the parties to the cause. In one case the court discharged the treasurer and manager of the newspaper, and in the other the editor and the publisher, on the ground that they were not shown to be directly responsible for the publications. It is probable (although this does not expressly appear in the papers before us) that the person or persons employed to report for each newspaper the proceedings of the court wrote the articles, and caused them to be published. The superior court has not found that there was an intent to influence the trial of the cause referred to on the part of anybody. The articles are objectionable only because they purport to state the amount of money which they said the town offered to pay the plaintiff, and the amount the plaintiff demanded, before the petition was brought. The law encourages attempts to settle or compromise disputes, without subjecting the parties to any liability, if the attempts fail, of having any concessions therein made to avoid litigation put in evidence against them in the subsequent litigation. Upton v. Railroad Co., 8 Cush. 600; Harrington v. Inhabitants of Lincoln, 4 Gray 563; Gay v. Bates, 99 Mass. 263; Draper v. Inhabitants of Hatfield, 124 Mass. 53. We are content to assume that the person or persons who wrote and caused the articles to be published did not know this rule of law, and acted without any intent to pervert the course of justice. As the only intent which can be imputed to the corporation is the intent of its officers or agents, the question is whether the publication of these articles without any intent to pervert the course of justice can be adjudged a contempt. In Hall Ĉo. v. Lake, 58 Law J. Ch. 513, it is said that it must be shown that the articles were published with knowledge of the pending cause, and that appears in the present cases. In Cartwright's Case, supra, it is said by the court, "But the jurisdiction and power of the court do not depend upon the question whether the offense might or might not be punished by indictment."

"As regards the question whether a contempt has or has not been

committed, it does not depend upon the intention of the party, but upon the act he has done.' By Taney, J., in Wartman v. Wartman, Taney 362, 370, Fed. Cas. No. 17210." If a person talk with or send a statement to a juror about a cause, during the trial of it, in such a manner that it may cause prejudice or bias in the cause, although the intent with which the person acted may affect the amount of his punishment, he can not justify his conduct by showing that he had no evil intent, and knew no better.

It was not necessary that the superior court should find that the articles published actually had been read by some of the jurors while trying the cause to which the articles referred. They plainly had been read by the presiding justice during the trial, and it was likely that they had been read by some of the jurors. The intention of the publisher of a newspaper is that it should be bought and read by persons within the place where it circulates. Cases should be determined on the evidence presented in court. It is an inevitable perversion of the proper administration of justice to attempt to influence the judge or jury in the determination of a cause pending before them by statements outside of the court-room, and not in the presence of the parties, which may be false, and, even if they are true, are not in law admissible in evidence. We can not say that it appears that the superior court erred in adjudging that the publication of these articles, under the circumstances stated, was a contempt of that court; and it was for that court to determine whether it was necessary to institute proceedings for contempt in order to vindicate its authority to secure the due administration of justice in a cause pending before it. The publications contained statements of facts, evidence of which was not competent at the trial, and was not introduced at the trial; and they were so made that it was likely that the presiding justice and the jurors would read them during the trial, and the natural and probable effect of them was improperly to influence the court and jury in the determination of the

cause.

The proper method of collecting a fine imposed upon a corporation is by levy of an execution, to be issued by the court. Rex v. Woolf, 2 Barn. & Ald. 609, 1 Chit. 583; Huddleson v. Ruffin, 6 Ohio St. 604, 1 Chit. Cr. Law (2d ed.) 811; 1 Bish. New Cr. Proc., § 1303, et seq..

Judgments affirmed.

Note. Accord: 1860, People v. Albany & Vermont R. Co., 12 Abb. Pr. 171; 1889, Sercomb v. Catlin, 128 Ill. 556, 15 Am. St. Rep. 147.

Contra, Davis v. Mayor, 1 Duer 484.

1

PART IV. ·

SPECIAL RELATIONS ARISING FROM THE EXISTENCE OF A CORPORATION.

DIVISION I. CORPORATE Relations.

TITLE I. THE CORPORATION AND THE STATE.

CHAPTER 16.

GOVERNMENTAL CONTROL OF CORPORATIONS.

SUBDIVISION I. GENERAL Doctrines.

ARTICLE I. BY THE COURTS.

Sec. 404. 1. Generally, by permitting actions at law, and suits in equity by and against corporations, as in the case of individuals, for breaches of contracts or wrongs done.

See supra, §§322-6.

Sec. 405. 2. Particularly, by visitation:

"Corporations being composed of individuals, subject to human frailties, are liable, as well as private persons, to deviate from the end of their institution. And for that reason, the law has provided proper persons to visit, inquire into, and correct all irregularities that arise in such corporations, either sole or aggregate, and whether ecclesiastical, civil or eleemosynary."

"With respect to all ecclesiastical corporations, the ordinary is their visitor, so constituted by the canon law, and from thence derived

to us.

(1291)

"With respect to all lay corporations, the founder, his heirs or assigns, are the visitors, whether the foundation be civil or eleemosynary. The founder of all corporations, in the strictest and original sense, is the king alone, for he only can incorporate a society, and in civil incorporations, such as mayor or commonalty, etc., where there are no possessions or endowments given to the body, there is no other founder but the king: but in eleemosynary foundations, such as colleges and hospitals, where there is an endowment of lands, the law distinguishes, and makes two species of foundation: the one fundatio incipiens, or the incorporation, in which sense the king is the general founder of all colleges and hospitals; the other fundatio perficiens, or the dotation of it, in which sense the first gift of the revenues is the foundation, and he who gives them is in law the founder. And, in general, the king being the sole founder of all civil corporations, and the endower the perficient founder of all eleemosynary ones, the right of visitation of the former results, according to the rule laid down, to the king; and of the latter to the patron or endower."

"The king being thus constituted by law visitor of all civil corporations, the law has also appointed the place wherein he shall exercise this jurisdiction, which is the court of king's bench; where, and where only, all misbehaviors of this kind of corporations are inquired into and redressed, and all their controversies decided.

*

"As to eleemosynary corporations, by the dotation the founder and his heirs are of common right the legal visitors to see that such property is rightly employed, as might otherwise have descended to the visitor himself, but, if the founder has appointed and assigned any other person to be visitor, then his assignee so appointed is invested with all the founder's power, in exclusion of his heir. 1 Bl. Comm., pp. 480-2.,

"To render the charter or constitutions, ordinances and by-laws of corporations of perfect obligation, and generally to maintain their peace and good government, these bodies are subject to visitation; or in other words, to the inspection and control of tribunals recognized by the laws of the land. Civil corporations are visited by the government itself, through the medium of the courts of justice; but the internal affairs of ecclesiastical and eleemosynary corporations are, in general, inspected and controlled by a private visitor." Angell & Ames Corp., § 684. See infra, § 436.

ARTICLE II. BY LEGISLATIVE BODIES.

Sec. 406. In the United States, certain powers of control over corporations are either inherent in congress or the state legislatures, or result to them from express or implied constitutional provisions, or by virtue of powers reserved to them in the creation of corporations, but subject generally to other constitutional provisions. Those in the national constitution

are:

1. Powers of congress:

U.S. Const., Art. I, § 8. Congress shall have the power: To lay and collect taxes, duties, imposts and excises, to pay the debts and provide for the common defense and general welfare of the United States. To borrow money on the credit of the United States.

To regulate commerce with foreign nations and among the several states, and with the Indian tribes.

To coin money, regulate the value thereof, and of foreign coin. To establish post-offices and post-roads.

To make all laws which shall be necessary and proper for carrying into execution the foregoing powers and all other powers vested by this constitution in the government of the United States, or in any department or officer thereof.

Sec. 407. 2. Limits on powers of congress:

U. S. Const., Art. I, § 2. Representatives and direct taxes shall be apportioned among the several states according to their

respective numbers.

U. S. Const., Art. I, § 9. No bill of attainder or ex post facto law shall be passed.

No capitation or other direct tax shall be laid, unless in proportion to the census.

No tax or duty shall be laid on articles exported from any state. No preference shall be given by any regulation of commerce or revenue to the ports of one state over those of another; nor shall vessels bound to or from one state be obliged to enter, clear or pay duties in another.

Am. U. S. Const., Art. V. No person shall be compelled in any criminal case to be a witness against himself, nor be deprived of life, liberty or property without due process of law; nor shall private property be taken for public use, without just compensation.

Note. This article does not apply to corporations: 1900, State v. Standard Oil Co., 61 Neb. 28, 84 N. W. 413, 87 Am. St. R. 449.

Sec. 408. 3. Limits on powers of the states:

coin money;

U. S. Const., Art. I, § 10. No state shall * emit bills of credit; make anything but gold and silver coin a tender in payment of debts; pass any bill of attainder, ex post facto law or law impairing the obligation of contracts.

No state shall, without the consent of congress, lay any imposts or duties on imports or exports, except what may be necessary for executing its inspection laws; and the net produce of all duties and imposts laid by any state on imports and exports shall be for the use of the treasury of the United States; and all such laws shall be subject to the revision and control of the congress.

No state shall, without the consent of congress, lay any duty of ton. nage.