Page:Harvard Law Review Volume 2.djvu/183

 LA W OF BUSINESS CORPORATIONS. 165

bond to the plaintiff, which was signed by the defendants for the company. This action was debt on the bond against the individ- uals who signed it. The plaintiff failed, and rightly, for the bond was not executed by the defendants as individuals but for the company. The difficulty, however, was simply in the remedy which the plaintiff chose. This is evident from the case of Nay- lor V, Brown,^ — a suit in equity by the creditors of the Woodmon- gers' Company, begun immediately after the failure of the action at law just referred to. On the dissolution of the company, the members had divided up its property. It was decreed that the property should be returned, " it being in equity still a part of the estate of the late company," and that the debts due the plaintiffs should be discharged from the fund so formed. This important case, which seems to have been generally overlooked,^ clearly shows that the property of a dissolved corporation was liable in equity for the corporate debts, although they were unenforceable at law.

Whether debts owing to a dissolved corporation could be en- forced for the benefit of the creditors or members of the corpora- tions, or for the benefit of the State as bona vacantia^ was not decided before the year 1800.

The history of the law of business corporations has thus far been treated with reference only to English decisions. In this country questions pertaining to corporations were brought before the courts in very few cases until the present century.

Pennsylvania is entitled to the honor of having chartered the first business corporation in this country,^ " The Philadelphia Con- tributionship for Insuring Houses from Loss by Fire." It was a mutual insurance company, first organized in 1752, but not char- tered until 1768. It was the only business corporation whose charter antedated the Declaration of Independence. The next in order of time were : "The Bank of North America," chartered by Congress in 1781 and, the original charter having been repealed in 1785, by Pennsylvania in 1787; "The Massachusetts Bank," chartered in 1784 ; "The Proprietors of Charles River Bridge," in 1785; "The Mutual Assurance Co." (Philadelphia), in 1786; "The Associated Manufacturing Iron Co." (N.Y.), in 1786.

1 Finch, 83.

^ It it not referred to by Blackstone, Kyd, Kent, Angell and Ames, Field, Taylor, Morawetz or any other writer on the subject so far as obsenred. < Laws of Pa. ch. dbocvi.