tenary M. E. Church," with warranty to "the said Trustees of the Centenary M. E. Church," the latter being the correct corporate name, passes the land conveyed to the corporation, the misnomer not being material. A petition for leave to file an information in the nature of quo warranto against a corporation for using a certain corporate name will not be granted where it appears that the respondent was legally incorporated under that name, which is identical, not with the corporate, but with the trade name of the petitioner; that the respondent has used the name for ten years without sensibly injuring the petitioner; and that the main injury complained of is one expected to rise from the threatened use of the name by respondent in a particular line of business in which it has not yet engaged. A federal court can not interfere to prevent the organization of a corporation bearing the same name as that of a foreign corporation doing business in the State.'

375. Change of name. The name of a corporation may be changed, usually with the consent of the corporators, and

Railroad Company, to deliver prop erty to D. A. Neale, president of the Eastern Railroad Company, the company might sue in its own name; Berks &c. Road v. Myers, 6 S. & R. 12; Hagerstown &c. Co. v. Creeger, 5 Harr. & J. 122; Oler v. Baltimore &c. R. Co.. 41 Md. 591; Culpeper &c. Soc. v. Digges, 6 Rand. 165; Union Bank v. Call, 5 Fla. 409; Brittan v. Newland, 2 Dev. & B. 363; Insane Asylum v. Higgins, 15 Ill. 185; Clark v. Potter Co., 1 Barr, 163; Porter v. Blakely, 1 Root, 440; Romeo v. Chapman, 2 Mich. 179; County Court v. Griswold, 58 Mo. 175; Corder v. Com'rs, 16 Ohio St. 353, in which case a devise to the county of Fayette instead of to the commissioners of the county was held to vest the title to the property devised in the county. It was here said: "The case seems perfectly analogous to those of devises to unincorporated

churches, to parishioners, and to the poor of a hopital, where the title has always been held to vest in the parson, the church wardens and the mayor and burgesses, respectively, for the use of the beneficiaries intended. In Trustees v. Campbell, 16 Ohio St. 11, this court held that a grant to the legislature of the State of Ohio was a grant to the State of Ohio, and vested title in the State.” 1 Centenary M. E. Church v. Parker, (1888) 43 N. J. 307.

2 Boston Rubber Shoe Co. v. Boston Rubber Co., (1889) 149 Mass. 436; Mass. Pub. Stat. ch. 186, § 17.

3 Lehigh Valley Coal Co. v. Hamblen, (1885) 23 Fed. Rep. 225. And it is a question in the same case whether, after organization, it could interfere to prevent the use of the name in fraud of the rights of the foreign corporation.

the change does not affect its liabilities, duties or property.' But a corporation has no right or power of itself to change or alter the name originally selected by it without recourse to such formal proceedings as are prescribed by law. Under a statute. authorizing a court to change the name of a corporation when there appears to be no reasonable objection thereto, the power to make the change is entirely discretionary with the court." The Pennsylvania act conferring on counties power to change the names of corporations applies to religious corporations.* A change of name does not relieve the corporation from its liabilities. It does not even relieve the corporation from paying taxes due from it in its old name. For a change in the name does not create a new corporation. It has been

1 Rosenthal v. Madison &c. R. Co., 10 Ind. 355; President &c. v. Jackson, 7 Blackf. 36; Eaton &c. R. Co. v. Hunt, 20 Ind. 457; Episcopal Charitable Soc. v. Episcopal Church, 1 Pick. 372; "Names of Corporations," by W. W. Thornton, 23 Cent. L. J. 532.

2 Goodyear Rubber Co. v. Goodyear Rubber Manuf. Co., 21 Fed. Rep. 276; s. c. 8 Am. & Eng. Corp. Cas. 507; Morris v. St. Paul &c. R. Co., 19 Minn. 528; Trustees v. Moody, 62 Ala. 389.

3 In re United States Mercantile Reporting Co.. (1889) 115 N. Y. 176; Laws N. Y. 1870, ch. 322.

4 In re Bloomfield Presbyterian Church, 111 Pa. St. 156. In Pa. Act of April 20, 1869, providing that it shall be lawful for the courts of common pleas "to change the name, style and title of any corporation within their respective counties, . . provided that no proceedings for such purpose shall be entertained by the courts until notice of such application is given to the auditor-general and proof of such fact is produced by the courts," the proviso is held to be mandatory and applicable to church corporations, although their charters are not re

quired to be filed in the auditor. general's office. In re Bloomfield Presbyterian Church, 107 Pa. St. 543.

Hazelett v. Butler University, 84 Ind. 230; Dean v. La Motte Lead Co., 59 Mo. 523; Bucksport &c. Co. v. Buck, 68 Me. 81. Here a valid subscription to the capital stock of an incorporated company was held not rendered invalid by a change of its corporate name in accordance with a legislative act, and that the company might sue for and recover the subscription under its new name. Girard v. Philadelphia, 7 Wall. 1, where the identity of the city of Philadelphia and its right to hold property devised to it was held not destroyed by its change of corporate name, and its enlargement in area; Regina v. Bowdly, 1 P. Wms. 207; Rex v. Passmore, 3 T. R. 119, 247; Colchester v. Brooke, 7 Q. B. 383; Colchester v. Seaber, 3 Burr. 1866; Bellows v. Bank, 2 Mason, 43; Olney v. Harvey, 50 Ill. 453; Neely v. Yorkville, 10 S. C. 141; Helkel v. Sandford, 40 N. J. L. 180.

6 Macon &c. R. Co. v. Goldsmith, 62 Ga. 463.

7 Town of Reading v. Wedder. 66 Ill. 80; Morris v. St. Paul &c. R. Co.,

2

judicially said that "though the name and style of the corporation and the mode of electing members were changed, the identity of the body itself was not affected." If the name of a corporation is changed, all new suits on its old obligations must be brought in its new name. But it is essential to allege the identity of the corporation as known by its two names. The change of name does not abate a suit. The name of a corporation may be changed by act of the legisla ture, though the legislature is prohibited to pass any law granting a private charter or special privileges, by the constitution."

§ 376. The corporate seal.- It is probable that a common seal became incident to every corporation, either from ignorance of the art of writing on the part of its officers or agents, or from the use of seals established among individuals, and originating in their ignorance. But Blackstone attributes this incident to the peculiar nature of a corporation aggregate. "A corporation being an invisible body, can not manifest its intentions by any personal act or oral discourse; it therefore acts and speaks only by its common seal. For though particular members may express their private consents to any act, by words or by signing their names, yet this does not bind the corporation; it is the fixing of the seal, and that only, which unites the several assents of the individuals who compose the community, and makes one joint assent of the whole." It is said, however, that corporations under the early common law could have contracted by vote or by special agent in the same manner as under the civil law. But in

19 Minn. 528; Trustees v. Moody, 62 Ala. 389.

1 Doe v. Norton, 11 M. & W. 913, 928. See Ludlow v. Tyler, 7 Car. & P. 537; Atty.-Gen. v. Wilson, 9 Sim. 30; Atty.-Gen. v. Leicester, 9 Beav. 546.

2 Mayor v. Seaber, 3 Burr. 1866; 5 Dane Abr. 181; Scarborough v. Butler, 3 Lev. 237; Sunapee v. Eastman, 32 N. H. 470; Colton v. Mississippi &c. Co., 22 Minn. 372; Pope v. Capital Bank, 20 Kan. 440.

31 Ark. 478; Rosenthal v. Madison &c. Co., 10 Ind. 358; Cahill v. Briggs, 8 B. Mon. 211; Ready v. Tuskaloosa, 6 Ala. 327; Madison College v. Burke, 6 Ala. 494.

4 Thomas v. Frederick School, 7 Gill & J. 369.

5 Wells v. Oregon &c. Co., 18 Fed. Rep. 667; s. c. 16 Am. & Eng. Corp. Cas. 71.

6 Angell and Ames on Corp. § 216. 71 Blackstone's Com. 475.

8 Angell and Ames on Corp. § 216;

West v. Carolina Life Ins. Co., Ayliffe Civil Law, b. 2, tit. 35, p. 198.

course of time it became incident to every corporation aggregate to have a common or corporate seal,' as the means necessary to enable it to appoint any special agent, except of the most inferior kind, or to make any contract whatever. So by custom, without express authority in their charters or acts of incorporation, corporations acquired the power to make and use a seal. It is presumed that the seal accompanying the signature of an authorized agent, is the seal of the cor poration. And this presumption is not overcome by showing that on several other occasions a different seal has been used by the company. And so, the use of a corporate seal will be presumed to be a lawful use. In extension of the same principle, a wafer attached to a deed as the seal of a corporation having no adopted seal, has been held sufficient." Where by law the governing board of directors alone can alter the common seal of the company, and adopt a new one, the scroll

1 Davies, 44, 48; 1 Blackstone's Com. 475; 1 Kyd on Corp. 268; 2 Kent Com. 224.

v. Receiver of Washoe Manuf. Co., (1887) 49 N. J. 465. And even where a certified copy of a deed conveying

2 Case of the Dean and Chapter of property of a railway company to its Fernes, Davies, 121.

Case of Sutton's Hospital, 10 Rep. 30b. And see Goddard's Case, 2 Rep. 5; Mill Dam Foundery v. Hovey, 21 Pick. 417; Porter v. Androscoggin R. Co., 37 Me. 349; South Baptist Soc. v. Clapp, 18 Barb. 35.

Stebbins v. Merritt, 10 Cush. 27; Tenney v. Lumber Co., 43 N. H. 343. * Indianapolis &c. R. Co. v. Morganstern, 103 Ill. 149. So where certain instruments purporting to be the deeds of a private corporation, are shown to be sealed with the corporate seal, the testimony of a single corporate officer, whose duty might or might not make him cognizant of their execution, that he had no knowledge of corporate authority having been given to execute instruments, should be legally insufficient to overcome the presumption of due execution to which the affixing of the corporate seal gives rise. Parker

stockholders, and recorded for about twenty-five years, is produced in evidence, and not objected to as being a copy, and it concludes: "In witness whereof the * company has executed this deed by the vicepresident thereof, acting in the absence of the president, signing his name thereto, and the secretary thereof countersigning it, and annexing the corporate seal," but no seal was attached, the stockholders never objecting to the validity of such conveyance, the law, after such lapse of time, will presume that the deed was duly executed under seal, and, such being the case, that the vice-president had prima facie authority to convey, thus throwing the burden of disproof on defendants. Catlett v. Starr, (1888) 70 Tex. 485.

6 St. Philip's Church v. Zion Presbyterian Church, 23 S. C. 297.

or private seal of the chief engineer of a railroad corporation, affixed to a grading contract, can not be considered the seal of the company, the contract is not a specialty, and assump sit will lie against the company for its breach.'

§ 377. Power to hold land. One of the five powers and capacities which Kyd enumerates as inseparable from every corporation, is the power to purchase lands and hold them for the benefit of themselves and their successors. General statutes for the organization of corporations usually grant power to purchase, hold and possess so much real and personal estate as shall be necessary for the transaction of its business.3 permanent building in which to transact the business or carry out the purposes for which the corporation was created, is always within its legitimate power to provide. And where the charter of a corporation only empowers it to sell the real estate necessary for the transaction of its business when not required for the uses of the corporation, it can not lease such real estate nor maintain an action for rent under its lease, such leasing not being necessary to the exercise of the purposes for which the charter was given. A turnpike company has, as incident to the purposes of its incorporation, a right to take and hold under lease premises necessary for its use." A railroad corporation authorized to buy land for the purpose of procuring stone and other material necessary for the construc

1 Saxton v. Texas &c. R. Co., (N. M. 1888) 16 Pacif. Rep. 851; Laws of N. M. §§ 2623, 2664. 21 Kyd Corp. 69.

3 N. Y. Laws of 1875, ch. 611, § 2. 4 So the charter of a corporation authorized it to purchase and hold, "in fee simple or otherwise," real and personal estate to a certain amount; and provided that it might appropriate its funds to charitable purposes, and that its annual income should be employed, among other purposes, "to promote inventions and improvements in the mechanic arts, by granting premiums for said inventions and improvements."

Neither the charter nor subsequent statutes relating to it directed the manner in which the provisions for granting these premiums should be carried out, and it was held that it might purchase land and erect a permanent building thereon, in which to hold exhibitions and its meetings. Richardson v. Massachusetts Charitable &c. Assoc., 131 Mass. 174.

5 Metropolitan Concert Co. v. Abbey, 52 N. Y. Super. Ct. Rep. 97.

6 As in the case of a turnpike company for storing implements used in road repairs, and for sheltering its servants. Crawford v. Longstreet, 43 N. J. 325.