corporation, although that intent fails of effect, the whole corporation cannot take. So, also, a devise to the Mayor, Chamberlain, and Governors, is valid to a corporation whose true name is Mayor, Citizens, and Commonalty. So, a legacy may be given or a devise made to a corporation either by its corporate name or by a description which clearly distinguishes and identifies the legatee.3 § 351 (181). Corporate Name in Suits. Where the name of the corporation is expressly defined by charter or statute, it is usually provided in terms that by such name it may sue and be sued. In such case the true corporate name should be used both in suits by and against the corporation. A name in a grant or obligation to or by a corporation may be sufficient to enable the corporation to enjoy or to make it liable, which would not be sufficient in an action by or against it. If the name of a corporation is lawfully changed, not the Attorney-General v. Mayor of Rye, 7 Taunt. 546; 2 Eng. Com. Law, 213. 2 Owen, 35 (14 Eliz.). "The devise held good by Dyer, Weston, and Manwood, for it shall be taken according to the intent of the devisor." See also Counden v. Clerke, Hobart, 32; Croydon Hospital v. Farley, 6 Taunton, 467; 1 Eng. Com. Law, 457, where Gibbs, C. J., justly condemns the absurd nicety of many of the decisions from the reign of Edward VI. to the end of James I., on the subject of the names and description of corporate bodies. New York Institute v. How, 10 N. Y. 84. In this case the plaintiff, whose corporate name was "The New York Institution for the Blind," was decided to be entitled to a legacy given to the "Trustees of the Institution for the Maintenance and Instruction of the Indigent Blind," there being no other institution in the city of New York for the blind. See also Vansant v. Roberts, 3 Md. 119; Preachers' Aid Society, 45 Me. 552; Chapin v. Winchester School District, &c., 35 N. H. 445; Minot v. Boston Asylum, 7 Met. (Mass.) 416. Parol evidence may, in proper cases, be received to identify the corporation intended. South New Market Meth. Seminary v. Peaslee, 15 N. H. 317; Bodman v. American Tract Society, 9 Allen (Mass.), 447. Cambridge University v. Crofts, 10 Mod. 208; I Kyd, 253; Willc. 37; Brittan v. Newland, 2 Dev. & Bat. (N. Car.) 363; Insane Asylum v. Higgins, 15 Ill. 185; Berks Co., &c. v. Myers, 6 Serg. & Rawle (Pa.), 12; Clarke v. Potter Co., 1 Barr (Pa.), 163; Porter v. Blakely, 1 Root (Conn.), 440; Kentucky Seminary v. Wallace, 15 B. Mon. (Ky.) 35; Romeo v. Chapman, 2 Mich. 179; St. Louis County Court v. Griswold, 58 Mo. 175; Carder v. Fayette Co. Com'rs, 16 Ohio St. 353; Greene Township v. Campbell, 16 Ohio St. 11; Dexter v. Gay, 115 Ga. 765; Mt. Pleasant v. Eversole (Ky.), 96 S. W. Rep. 478. A town has no cause of action against a railroad company for giving the town name to a station near it so that inconvenience and confusion arise, any cause of action belonging to the merchants and travellers injured. Gulf & S. I. R. Co. v. Seminary, 81 Miss. 237. A statute incorporated "a town under the name of the Town of Dexter," and vested the government in a mayor and aldermen, who should be styled "The Mayor and Aldermen of Dexter, and by that name are hereby made a body corporate," and as such may sue and be sued. Held, that the town could only be sued by the corporate name last referred to, and that a suit brought against the "Town of Dexter" should be dismissed. Dexter v. Gay, 115 Ga. 765. A municipal corporation is not entitled to any immunity from suits similar to the immunity of the State; it may be sued in its corporate name on its contracts or for its torts as any corporation or individual. Palatka Waterworks v. Palatka, 127 Fed. Rep. 161, 164. See also Ayres v. Thurston County, 63 Neb. 96. identity of the corporation itself, suit should, in general, unless provision be otherwise made, be in the new name. If a note, bond, or other promise be made to a corporation by a name differing from the corporate name, the corporation may sue in its true name, and allege that it is the party to whom the promise or obligation was made.2 § 352 (182). Corporate Boundaries must be Definite. Since the leading object of an American municipal corporation is to invest the inhabitants of a defined locality or place with a corporate existence, chiefly for the purposes of local government, it is obvious that the geographical limits or boundaries of the corporation ought to be defined and certain. These boundaries are usually described in the charter or constituent act, or a method is prescribed therein, by which they may be ascertained and settled. Because residence within the corporation confers rights and imposes duties upon the residents, and the local jurisdiction of the incorporated place is, in most cases, confined to the limits of the corporation, it is necessary that these limits be definitely fixed." They are established by legis Colchester v. Seaber, 3 Burr. 1866; Regina v. Ipswich, 2 Ld. Raym. 1232, 1238; Angell & Ames, § 644; Glover, 63. Mr. Kyd says: "Where a corporation becomes liable to any duty, and then its name is changed, the writ brought against it should be in the new name. 1 Corp. 288. On a merger, by statute, of a town into a city corporation, it was provided that all of the books, papers, moneys, and effects of the former should vest in the latter. Held, that a suit on a bond made to a town before the transfer, could not afterwards be instituted in the name of the town, but should be brought in the corporate name of the city. Fort Wayne v. Jackson, 7 Blackf. (Ind.) 36. 10 Co. 125b; 1 Kyd, 287; African Society v. Varick, 13 Johns. (N. Y). 38; McMinn Academy v. Reneau, 2 Swan (Tenn.), 94; Fort Wayne v. Jackson, 7 Blackf. (Ind.) 36. An allegation that the defendants acknowledged themselves to be bound unto the plaintiffs, by the description, &c., is equivalent to such an averment. 13 Johns (N. Y.) 38, supra. 3 Cutting v. Stone, 7 Vt. 471; Gray v. Sheldon, 8 Vt. 402; Pierce v. Carpenter, 10 Vt. 480; State v. Eason, 114 N. Car. 787 (quoting text); Foster v. Hare, 26 Tex. Civ. App. 177. See Index, Boundaries. The general rule is that municipal corporations cannot exercise their powers beyond their own limits, but there are some exceptions, as, for example, to provide for the discharge of sewage. Coldwater v. Tucker, 36 Mich. 474; Gilchrist's Appeal, 109 Pa. St. 600. A charter provision that the city of Memphis shall "have and exercise within the city limits, and for two miles outside all governmental powers and police powers," there being within said two-mile strip two other independent organized municipalities, and another provision that "within the city and within ten miles of the city limits," the city might exercise very extensive police powers, and, inter alia, that the "president [mayor], whenever in his opinion a nuisance exists upon public or private property might abate the same, ," &c., were held to be void. Malone v. Williams, 118 Tenn. 390, 103 S. W. Rep. 798. Referring to the two-mile provisions, the court says: "We have seen that, ex necessitate, a limited police power may be granted to municipalities over a small section of country surrounding their boundaries for their protection against nuisances, and to safeguard the health of the people residing in them, but even this is hard to justify on any lative authority. The power to incorporate a place necessarily includes the power to fix its boundaries.1 principle other than that the municipality is in such matters the agent of the State itself for the protection of the people of the State. But that agency cannot be used as a basis for conferring power upon municipalities over territory outside of them, any further than bare necessity requires. Certain it is, there can be no justification for extending over an outside strip of country, two miles in width, or of any less width, all the governmental powers of the city, or even all the police powers of the city. The delegation of such extensive power is in violation of at least two sections of the Constitution. The exercise of governmental powers over the people embraced within any area or territory necessarily involves control, to a very material degree, over their persons and property. The control in the present instance is given, not to any one chosen or elected by the people over whom they are to exercise dominion, but to the officers of a foreign body, chosen for the service of that body, and not for the people to be affected by the powers given. No other people of the State are so burdened, and no other city is so favored with dominion beyond its borders. The necessary effect of such legislation, if valid, would be to subject the property of the people inside of the strip referred to to the Galesburg v. Hawkinson, 75 Ill. 152, 156; Kelly v. Pittsburgh, 104 U. S. 78. The power to change the territorial limits of a municipal corporation cannot, in Tennessee, be delegated to a court. Willett v. Bellville, 11 Lea (Tenn.), 1. "It is certainly not within the power of the legislature to give to a municipal corporation the power of absorbing as much of the property, and as many of the people, of a county, as it may suit the wishes of the municipal authorities to make subjects of their taxation and ordinances." Irving, J., Prince George's County Com'rs v. Bladensburg, 51 Md. 465. The legislature may, in Arkansas, vest in a court the power to determine when the limits of a town may be extended. Foreman v. Town of Marianna, 43 Ark. 324. A petition praying for a certiorari to bring up the record of such a court, taxing power of the city of Memphis, which would result in taking their property for the use of the city, from the application of which they could derive no benefit. It would also impose upon them the whole burden of the police powers of the city, to be exercised for the benefit of the latter, and thereby would they be caused to bear a weight borne by no other people of the State." or As to the ten-mile limits and the authority attempted to be conferred, the court says: "These extraordinary provisions attempt to vest in the president and the other 'officers and agents' of the city unlimited and irresponsible power over the property and estates, not only of every soul in the city of Memphis, but within a radius of ten miles beyond the boundaries of the city; the power to vex and harass any and every man woman or child, even, on whose property they may choose to impose burdensome restrictions; the power even to destroy the property of any citizen of Memphis, or of any one living within ten miles of Memphis. These vast powers are not to be defined, directed, or controlled by ordinances; the president and the other officers and agents of the city are themselves to decide upon these matters, and to act upon their decisions, and to impose burdens or destroy property as they may deem must show that the petitioners are interested in the question as residents or property owners, either in the old town or in the district sought to be annexed. Perkins v. Holman, 43 Ark. 219. The legislature being empowered to give such extent and boundaries to an incorporated territory as it may choose, all the inhabitants and their property within the corporate limits so fixed are alike subject to municipal taxation, without respect to the time when some of the liabilities to which the revenue is to be applied arose. Cash v. Douglasville, 94 Ga. 557. The fact that a city extends its streets over tide lands outside of its corporate limits does not give it authority to levy taxes on property situated outside of its corporate limits. Pacific Sheet Metal Works v. Roeder, 26 Wash. 183. § 353 (183). Legislative Power to fix and determine Geographical Limits; Delegation of such Power. The fundamental idea of best; that is, upon these subjects they hold all legislative, judicial, and executive powers, that is to say, arbitrary powers. Such provisions cannot be upheld in a free country. No man is wise enough or good enough to be vested with arbitrary power over the property of his fellow citizens. Νο body of men composing a municipal council or other organization is wise enough or good enough to be entrusted with such power. The provisions which give these powers are in violation of § 8 of art. i. of our State Constitution, which provides: That no man shall be taken or imprisoned or disseized of his freehold, liberties or privileges, or outlawed, or exiled, or in any manner destroyed or deprived of his life, liberty, or property, but by the judgment of his peers or the law of the land.' They are therefore void." The court distinguishes Chicago Packing Co. v. Chicago, 88 Ill. 221, quoting Dillon, Municipal Corp. (4th ed.) § 184, § 144, and § 366. Whether particular property is within the boundaries of a city is a question of fact. Indianapolis v. McAvoy, 86 Ind. 587. As to boundaries generally, and construction of acts relating thereto, see Hamilton v. McNeil, 13 Gratt. (Va.) 389; Raab v. Maryland, 7 Md. 483; Green v. Cheek, 5 Ind. 105; People v. Carpenter, 24 N. Y. 86; Elmendorf v. Mayor, &c., 25 Wend. 693; People v. Town Board, 21 N. Y. App. Div. 156; State v. Wofford, 90 Tex. 514; post, $$ 976, 1077. Sufficiency of description of boundaries, see Bradley v. Spickardsville, 90 Mo. App. 416. A municipal corporation cannot usually exercise its powers beyond its own limits. Considerations of public policy sometimes induce the legislature to grant authority to do so, as where a water supply must be obtained from a distance. Coldwater v. Tucker, 36 Mich. 474. Supra, § 277a, as to express power to build a municipal bridge beyond city limits and partly in another State. Places bounded on rivers. The following cases relate to questions which have arisen with respect to places bounded on rivers. An act extending the bounds of a town over the adjacent navigable waters does not thereby grant to the town the land covered by the water, and consequently confers no right to make rules to regulate the use of such land, although such an act will bring the territory within the limits of the town for the purpose of civil and criminal jurisdiction. Palmer v. Hicks, 6 Johns. 133. In New Hampshire, towns bounded by or on rivers not navigable, or by lines up and down the river, extend to the centre of the river, and this principle is held to apply to the great streams, the Connecticut and the Merrimack. State v. Canterbury, 28 N. H. 195; State v. Gilmanton, 14 N. H. 467. See also Cold Springs, &c. v. Tolland, 9-Cush. 492. In Connecticut, towns bounded on rivers in some instances take the land on each side of the river, in which case the whole river is within the jurisdiction of the town. In other instances, where towns are bounded on rivers, the jurisdiction thereof is construed, without any express provision to that effect, and in virtue of ancient usage to that effect, to extend to the centre of the stream. Opposite towns have each political and civil jurisdiction to the centre, though the charter limits extend only to the stream or margin or channel thereof. Pratt v. State (assault on officer on the river Connecticut), 5 Conn. 388; Hayden v. Noyes (oyster fishery on the Connecticut River), 5 Conn. 391, 395. Hosmer, C. J. (5 Conn. 395), remarks: "Every part of the Connecticut River, so far as it relates to jurisdiction, is within some town in the State; or these waters would be a sanctuary for debtors or criminals. Such has been the invariable usage." The jurisdiction of Brooklyn, for police purposes, extends to low-water line, whether formed naturally or artificially. Furman Street, 17 Wend. (N. Y.) 649, 661. See Udall v. Brooklyn Trustees, 19 Johns. (N. Y.) 175; Stryker v. Mayor of N. Y., 19 Johns. 179; as to boundary of New York City. By statute, the bounds of Albany extend to the middle of the Hudson River. 9 Wend. (N. Y.) 602. Eastern boundary line of St. Louis was defined by the charter to be the Mississippi River, and it was held to extend to the middle of the stream, and not simply to the bank. Jones v. Soulard, 24 How. (U. S.) 41. a municipal corporation proper, both in England and in this country, is to invest compact or dense populations with the power of local selfgovernment. Indeed, the necessity for such corporations springs from the existence of centres or agglomerations of population, having, by reason of density and numbers, local or peculiar interests and wants, not common to adjoining sparsely settled or agricultural regions. It is necessary to draw the line which defines the limits of the place and people to be incorporated. This is with us a legislative function. And, therefore, in a special charter incorporating a place, the boundaries are expressly defined in the charter itself, and the power of the legislation by its direct action thus to determine the extent of the geographical limits of the corporation is very broad, and in fact unlimited, except where the provisions of the charter are such as would contravene constitutional limitations, express or implied. But where municipalities are organized under general statutes no expression of the legislative will as to the exact boundaries of any In Pennsylvania, if a municipal corporation is bounded by a navigable river its low-water mark is the limit. Gilchrist's Appeal, 109 Pa. St. 600. This is also the rule in North Carolina, State v. Eason, 114 N. Car. 787, approving and adopting the Pennsylvania doctrine. Where the boundary of a municipality is given as "following the shores of C. bay along the beach," the boundary line follows the high-water mark. Pacific Sheet Metal Works v. Roeder, 26 Wash. 183. Where a charter described the boundaries of a village as "commencing at a point on the shore of the Bay of New York," thence inland by metes and courses; thence "to the lower bay of New York; and thence along the lower and upper bay of New York," to the place of beginning, it was held that the boundary of the bay was not a fixed and absolute boundary at the shore as it existed at the time of the charter, but a shifting terminus or boundary at the shore as it might exist, either by change in the natural banks or in the artificial shore. Bechtel v. Edgewater, 45 Hun (N. Y.), 240. See also Matter of Brooklyn, 73 N. Y. 179. Where the riparian proprietor only owns to high-water mark, and all below belongs to the State, a city cannot tax lots covered by water beyond highwater mark. State v. Jersey City, 25 N. J. L. 525. Statute duty as to bridges of adjacent towns bounding on a river running between them. Brookline v. Westminster, 4 Vt. 224; Granby v. Thurston, 23 Conn. 416. The same construction that is given to grants is given to statutes which prescribe the boundary of incorporated territories. Thus, where a stream not navigable is made the boundary, the centre of the stream is the true fine. Cold Springs, &c. v. Tolland, 9 Cush. (Mass.) 492 (action for defective bridge); Inhabitants of Ipswich, 13 Pick. (Mass.) 431; Granger v. Avery, 64 Me. 292. An act changing the corporate limits and excluding certain territory is not void for uncertainty where the line can be traced by a surveyor from the description given. New Decatur v. Nelson, 102 Ala. 556. Under a charter providing that the boundary of a town should be a quarter of a mile east, west, north, and south from the centre of the town and should run with the four cardinal points of the compass, the boundary is a square, not a circle. State v. Rainey, 121 N. Car. 612. To the same effect are State v. Wofford, 90 Tex. 514; Hardesty v. Mount Eden (Ky.), 86 S. W. Rep. 687. The duty of a town council to submit the question of a change of boundary to a vote construed to be mandatory, not ministerial or discretionary, if such a petition as the act prescribes is presented. Shank v. Ravenswood, 43 W. Va. 242. 1 Ante, §§ 15, 31, 34, 40, 41, 50, 55, 61, 69, 92, 97, 119, 120; infra, § 355. |