Page:Henry Osborn Taylor, A Treatise on the Law of Private Corporations (5th ed, 1905).djvu/119

 f**yi'* xzri- &-r%r7«>". PAET I.] CONSTRUCTION OF CORPORATE POWERS. [§ 128. § 128. At common law every corporation aggregate had in- cidentally the power to purchase, hold, and alienate such real estate as the purposes of its incorporation hoiTiand. required. 1 But this common law capacity was an- statutes of 1 . mortmain. nulled as far back as the time of Henry III., by the beginning of the series of statutes of mortmain, of which the latest was passed in the ninth year of George II. These statutes were at first intended merely to prevent the accumulation of real estate in the hands of the Church ; but by later enact- ments, 2 civil or lay corporations as well as ecclesiastical were forbidden to purchase lands. 3 In this country the statutes of mortmain have not been re-enacted nor generally assumed to be in force. 4 Accordingly, the law would seem to be that a stock corporation may purchase such real estate as is essential or reasonably necessary in its business for carrying out the purposes of its incorporation ; and this proposition applies es- pecially to corporations formed under general enabling stat- utes. 5 Further, a corporation authorized to hold land, may take a fee although its own term of existence is limited to a 1 See Chap. II; Angell and Ames on Corp., § 145; 1 Kyd on Corp., 69; 2 Kent's Com., 277; McCartee v. Orphan Asylum, 9 Cow. 437, 462; People v. La Rue, 67 Cal. 526. 2 15 R. II, c. 5. 8 For a history and discussion of the statutes of mortmain, see 1 Kyd, 78-104. 4 2 Kent's Com., 282; see, also, Page o. Heineberg, 40 Vt. 81 ; Odell v. Odell, 10 Allen, 1, 6; Perin v. Carey, 24 How. 465, 507; Potter v. Thorntou, 7 R. I. 252. These sta- tutes are in force in Pennsylvania, 3 Binney, 626. But how far they would be applied to business or stock cor- porations is questionable; see Miller v. Porter, 53 Pa. St. 292. 6 State v. Mansfield, 23 N. J. L. 510; State v. Newark, 1 Dutch. 315; 2 Kent's Com., 282; see Riley v. Rochester, 9 N. Y. 64; Bostock v. North Staffordshire R'y, 4 El. & Bl. 798; compare Page v. Heineberg, 40 Vt. 81; Coleman v. San Rafael Turn- pike Co., 49 Cal. 517; People v. Pull- man Car Co., 175 111. 149. A turnpike company may hold under lease premises necessary for storing implements used in road re- pairs, and sheltering its servants. Crawford v. Longstreet, 43 N. J. L. 325. A corporation, e. g. a railroad company, has no implied power to purchase lands except for the pur- poses of its incorporation; it has no indefinite power to purchase for any purpose. Case v. Kelly, 133 U. S. 20. See, also, S. &. N. Ala. R. R. Co. v. Highland Ave. & Belt R. R. Co., 119 Ala. 105. But when a corporation is author- ized to hold land for some specified purpose, the presumption is that land acquired by it was acquired for that purpose. Mallet v. Simpson, 94 N. C. 37; Stockton Svgs. Bank i>. Sta- ples, 98 Cal. 189. " Corporations when considered 99
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