§ 115. The name of an incorporated place may be changed, its boundaries enlarged or diminished, and its mode of government altered, and yet the corporation not be dissolved, but in law remain the same.'

§ 116. Where the functions of an old corporation are superseded, or where the corporation, by loss of all its members, or of an integral part, is dissolved as to certain purposes, it may be revived by a new charter, and the rights of the old corporation be granted over to the same, or a new set of corporators, who, in such case, take all the rights, and are subject to all the liabilities, of the old corporation, of which it is but a continuation.'

Havemeyer v. Iowa County, 3 Wall. 294; Butz v. Muscatine, 8 Wall. 575; Lansing. Treasurer, &c., 1 Dillon C. C. 522; Soutter v. Madison, 15 Wis. 30; Smith v. Appleton, 19 Wis. 468; Blake v. Railroad Co., 39 N. H. 435. The dissolution of a private corporation by authorized legislative act, or judicial sentence, does not impair the obligation of a contract any more than the death of a private person impairs the obligation of his contract. This doctrine was based upon two grounds: First, the obligation survives, and the creditors may enforce their claims against any property belonging to the corporation which has not passed into the hand of bona fide purchasers; second, every creditor is presumed to contract with reference to a possibility of a dissolution of the corporate body. Mumma v. Potomac Company (holding that on sci. fa. a judgment could not be revived, or costs adjudged, against a corporation legislatively annulled), 8 Pet. (U. S.) 281, 1834. In the case of the town of Port Gibson v. Moore, 13 Sm. & Marsh. 157, 1849, it was held, indeed, that the repeal of the charter of an indebted municipal corporation dissolved it; that such dissolution extinguished debts to and from the corporation, and that a subsequent act re-incorporating the place did not make it liable for a debt existing anterior to the act repealing its charter. The court overlooked the constitutional provision protecting contracts, and the case as to the effect of a dissolution upon the rights of creditors seems to conflict with those above cited. See further, as to extinguishment of debts by dissolution of corporation: Mallory v. Mallett, 6 Jones Eq. 345; Hopkins v. Whitesides, 1 Head (Tenn.) 31; Bank v. Lockwood, 2 Harring. (Del.) 8; Robinson v. Lane, 19 Geo. 337; Muscatine Turnverein v. Funck, 18 Iowa, 469; Owen v. Smith, 31 Barb. 641; Welch v. Ste. Genevieve, 1 Dillon C. C. 130; post, chap. XIV.

1

Ante, sec. 52, and cases cited; post, chap. VIII. and see ante, chap. IV., where the extent of the legislative authority over municipal corporations is considered.

Rex v. Passmore, 3 Term R. 119, 247; Regina v. Bewdley, 1 P. Wms. 207; Colchester z Brooke, 7 Queen's Bench, 383; Colchester v. Seaber, 3

Whether

Burr. 1866; Grant on Corporations, 304 and note; 2 Kyd, 516. a statute or legislative charter will operate to revive or continue an old, or to create a new and distinct corporation, depends upon the intention of the legislature. Ante, chap. V.; Bellows v. Bank, &c., 2 Mason C. C. 43, per Story, J.; Angell & Ames, sec. 780; Grant on Corporations, 304, 305; Hoffman v. Van Nostrand, 42 Barb. 174; Girard v. Philadelphia, 7 Wall. 1; Olney v. Harvey, 50 IIL 453, 1869.

CHAPTER VIII.

CORPORATE NAME, BOUNDARIES, AND SEAL.

Corporate Name.

This is

§ 117. Every corporation must have a name. essential to distinguish it from other corporations. In England, before the Municipal Corporations Act of 5 and 6 Will. IV. chap. LXXVI. 1835,' such corporations obtained their name by having it expressed in their charter (whether royal or parliamentary), or by usage or by implication.' If a particular name be given to a corporation in its charter, the corporation can no more change it at its pleasure than a man can at pleasure change his baptismal name. If no name be given to a corporation by its charter or by statute, it may obtain one by implication. Where a corporation exists by prescription, it may have more than one name, but the names, to be recognized as valid, must be prescriptive, and cannot be acquired by usage within the time of memory. It has been decided, in England, that a corporation may have one name by prescription and another by grant; but it is said that the same corporation cannot, at the same time, have two different names by different grants, for the name in the last grant will take the place of the other.'

§ 118. But the Municipal Corporations Act, just mentioned, which changed the corporate constitution of the cities, towns, and boroughs of England and Wales, and re1 Ante, sec. 16, and note.

'Glover, 52, 53; Willc. 35; Grant, 50; ante, sec. 21. As to usage, see, ante, chap. V. sec. 56.

'Knight . Wells, 1 Ld. Raym. 80; Physicians v. Salmon, 3 Salk. 102; Com. Dig. Franch. F. 9; per Holt, 1 Salk. 191; 1 Str. 614; Smith v. Railroad Company, 30 Ala. 650, 1857. See, also, All Saints Church v. Lovett, 1 Hall (N. Y.) 191; Manufacturing Company v. Davis, 14 Johns. 238; Middlesex, &c. v. Davis, 3 Md. 133; Trustees v. Peaslee, 15 N. H. 317; Society, &c. v. Young, 2 N. H. 310.

duced them to an uniform model, made this provision as the name of the corporation, under the new act: "Said body, or reputed body, corporate shall take and bear the name of the mayor, aldermen, and burgesses of such borough, and by that name shall have perpetual succession, and shall be capable, in law, by the council hereinafter mentioned of such borough, to do and suffer all acts which now lawfully they and their successors may do and suffer, by any name or title of incorporation, so far as not altered or annulled by the provisions of this act." It is settled by the decisions under this act that the true or proper corporate name for boroughs mentioned in it is "mayor, aldermen, and burgesses of the borough of ," and (under the interpretation clause,.sec. 142 of the act), for cities, “mayor, aldermen, and citizens of the city of It may also be here observed that the courts have determined that, though this act changed the name and made new and important alterations in the constitution of the corporations, yet that its effect was not in any case to create a new corporation, but to continue the old, with all their rights, privileges, and franchises, except so far as inconsistent with the provisions of the act. But the name mentioned in the act would doubtless govern, and by that they would have to sue and be sued.

§ 119. Charters granted by legislative enactment, in this country, almost invariably prescribe the name of the corporate body thus: "The inhabitants of the city or town of are hereby constituted a body politic and corporate, by the name and style of 'city of -,' or 'town of So the general municipal incorporation acts

2

9994

5 and 6 Will. IV. chap. LXXVI. sec. 6; ante, sec. 16, and note. Attorney General v. Corporation of Worcester, 2 Phillips, 3; Corporation of Rochester v. Lee, 15 Sim. 376; Grant, 342; Rawlinson, 13.

3

Corporation of Ludlow v. Tyler, 7 Car. & P. 537; Attorney General v. Wilson, 9 Sim. 30, 48; Attorney General v. Kerr, 2 Beav. 420, 429; Attorney General v. Corporation of Leicester, 9 Beav. 46; Doe, &c. v. Norton, 11 M. & W. 913, 928. Parke, B., there said, "though the name and style of the corporation, and the mode of electing members were changed, the dentity of the body itself was not affected." Ante, chap. VII. sec. 116. • Ante, sec. 19.

4

usually contain a provision to the effect that "cities and towns organized or to be organized thereunder, are declared to be bodies politic and corporate, under the name and style of the city of or town of as the case may be," &c. Where such an act authorized any existing town or city to adopt its provisions in place of its special charter, and was silent as to the corporate name after the change was made, it was held that the former name was retained.'

§ 120. Where a name is given to a municipal corporation by charter or statute, this cannot be changed by the act of the corporation.' But, in this country, general statutes are not unfrequent, authorizing the creation of quasi corporations, without making it necessary to designate the name by which a particular district shall be called; in such case it may acquire a name by reputation, and sue and be sued by such name.'

§ 121. A misnomer, or variation from the precise name of the corporation, in a grant or obligation by or to it, is not material, if the identity of the corporation is unmistak able, either from the face of the instrument or from the averments and proof.

1 Johnson v. Indianapolis, 16 Ind. 227. 1861. Corporate name of the city not judicially noticed. Ib. Ante, sec. 20.

Willcock, 34, 37, 38; Regina v. Registrar Joint Stock Company, 10 Q. B. 839. See Episcopal, &c. Society v. Episcopal Church, 1 Pick. 372. Change of name does not necessarily involve a change of identity. Girard v. Philadelphia, 7 Wall. 1. Ante, chap. VII. sec. 116.

School District v. Blakeslee, 13 Conn. 227, 1839. As to quasi corporations, ante, sec. 10, and note; post, chapter on Actions.

Inhabitants v. String, 5 Halst. (N. J.) 323, 1829; Kentucky Seminary t. Wallace, 15 B. Mon. 35, 1854; New York Conference v. Clarkson, 4 Halst. Ch. 541, 1851; Angell & Ames, sec. 185; Pendleton v. Bank of Kentucky, 1 Mon. 177; Medway Cotton Manufacturing Company v. Adams, 10 Mass. 360; People v. Love, 19 Cal. 676; African Society v. Varick, 13 Johns. 38; Woolrich v. Forrest, 1 Pa. 115; Bower v. State Bank, 5 Ark. 234; Pierce v. Somerworth, 10 N. H. 369; Pittsburgh v. Craft, 1 Pitts. (Pa.) 158, 1871; Douglas . Branch Bank, &c., 19 Ala. 659.

"The general rule to be collected from the cases is," says Chancellor Kent, "that a variation from the precise name of the corporation, when the true name is necessarily to be collected from the instrument, or is shown by