Page:Harvard Law Review Volume 2.djvu/169

 LA W OF BUSINESS CORPORATIONS,

151

ing. If the individual proprietors owned the land and the com- pany controlled it, the proprietors had two distinct kinds of property. One was real estate, and the fact that it was occupied by a corporation was immaterial; the other was personalty, consist- ing of the bundle of rights belonging to the shareholders in any corporate company. Moreover, the decisions do not indicate that they were based on such a distinction.^ It was not until the deci- sion of Bligh z;.Brent,2in 1836, that the modern view was established in England. The contention of the counsel for the plaintiff in that case, that the company held the corporate property as a trustee, and that the interest of the cestui que trust was coextensive with the legal interest of the trustee, was well warranted by the deci- sions which he brought forward to sustain it. Indeed, the greater part of the argument for the defendant admitted this, but contended that real estate held by a corporation for trading purposes should be treated as personalty, like that similarly held by a partnership.*

It is true that it was decided in 178 1, in Weekley z^.Weekley,* that shares in the Chelsea Water Works were personalty; but no reasons are given for the decision, and it may have been based on the facts that a large part of the property of the company was personalty,^ and that the shares were generally considered person- alty, and dealt with as such. Otherwise the case seems inconsist- ent with the cases and reasoning previously alluded to.

In the case of the King v. The Dock Company of Hull® an at- tempt was made to apply conversely the principle that the property of a corporation and of its individual corporators is the same, except that the interest of the former is legal, of the latter, equitable. The act under which the company was formed"^ de- clared that the shares of the proprietors should be considered as personal property. It was argued that this made the real estate

1 See farther, Howse v. Chapman, 4 Ves. 542, where a share in the Bath navigation was held to be real estate, and also Buckeridge v, Ingram, 2 Ves. 652, as to the Avon naviga- tion. The latter company was not, it is true, incorporated, but the decision is not based on that distinction.

« 2 Y. & C. 268.

« In Wells V. Cowles, 2 Conn. 567, it was decided that turnpike shares were real estate. The ar^ment was almost wholly confined to the question whether the property of the company was real estate or not. It was very summarily remarked that the property of the individual shareholders was of the same nature as that of the company.


 * 2Y. &C. 281, note.

^ It was said in Bligh v. Brent, supra^ that five-sixths of the property of the company was personalty.

« I T. R. 219. ^ 14 Geo. III., c. 56.