Page:Harvard Law Review Volume 8.djvu/428

412 412 HARVARD LAW REVIEW. table interest. " The jurisdiction to enforce performance of trusts arises where property has been conferred upon, and accepted by, one person on the terms of using it for the benefit of another." ^ The rule is that the equitable ownership includes a legal right to a performance of the trust which can be specifically enforced in a court of equity; and the authorities do not recognize a breach of corporate trust as an exception to the rule.^ " A private or trad- ing corporation is essentially a chartered partnership, with or with- out immunity from personal liability beyond the capital invested, and with certain other convenient attributes which ordinary part- nerships do not enjoy. It is also something more than a partner- ship, because the legal or artificial person becomes vested with the title to all the estate and capital contributed, to be held and used, however, in trust for the shareholders. . . . The original subscribers contribute the capital invested, and they and those who succeed to their shares are always, in equity, the owners of that capital. But, legall}'-, the ownership is vested in the corporate body, impressed with the trusts and duties prescribed in the charter." ^ Regarded as an imaginary person, the incorporated partners are a trustee whose breach of trust is restrainable by injunction at the suit of an objecting beneficiary, however profitable the breach may be to him. If the artificial body is disregarded, the partnership is as solid a ground of equity jurisdiction without the corporate fiction as with it.* " The important principle that one out of any num- ber of shareholders or partners is entitled to the protection of the court against the illegal acts of the others, although he stands alone, was emphatically declared and strictly carried out by Lord Eldon in Natusch v. Irving, and Const, v. Harris. ... In those cases Lord Eldon was dealing with partnerships and unincorporated companies ; but precisely the same principle applies to all companies, whether incorporated by Act of Parliament, charter, letters-patent, or registration." ^ 1 Adams, Eq. 26. '■^ Adley v. Whitstable Co., 19 Ves. Jr. 304, 306; Dodge v. Woolsey, 18 How. 331, 341-344; Hawes v. Oakland, 104 U. S. 450, 457,458, 460; Greenwood v. Freight Co., 105 U. S. 13, 16; Stevens v. R. Co., 29 Vt. 545, 564; Peabody v. Flint, 6 Allen, 52, 56; Brewer v. Boston Theatre, 104 Mass. 378, 386, 395, 396; March v. Eastern R. Co., 40 N. H. 548, 567. 3 Comstock, C. J., in Bissell v. M. R. Co., 22 N. Y. 258, 270, 274, 275.
 * Story, Eq. c. 15. ^ Lindley, Partnership, 900.