Page:Henry Osborn Taylor, A Treatise on the Law of Private Corporations (5th ed, 1905).djvu/25

 CHAP. I.] CORPORATIONS IN THE ROMAN LAW. [§9. actions arising ex delicto, unless they had been enriched through the wrong. 1 § 8. As to the management of the affairs of corporations under the Roman law, little is known ; and the few „ t-» i • i • • Corporate passages in the randects relating to this topic seem manage- applicable only to municipal corporations. 2 For the transaction of important business, the presence of two-thirds of the members seems to have been necessary to constitute a quorum, which number present, a majority vote was decisive. 3 § 9. From the Roman rule that the heres succeeded to the legal personality of the deceased arose the peculiar conception of what many maintain to have been re- '.'■ -?® r ®^ ltas garded by the Roman law as a legal person, hereditas jacens. This was the sum of the rights and liabilities of the deceased at the time of his death, regarded as subsisting by itself as a unit or a whole, until it should be determined who was to be the heres ; " hereditas personae vice fungitur, sicuti municipium et decurio et societas." 4 1 Sav., System, ii. 317. " But it is doubted whether an action for fraud lies against cities. I think it should not He; for how can a city be guilty of fraud? But if the city has been enriched through the fraud of its of- ficers, I think an action should lie." Dig., iv. 3 lex 15, § 1. See Grotius, De Jure Belli, ii. xxi. 7. 2 It is possible that some of the passages already cited as applicable generally, were intended by the au- thors of them to refer to municipal corporations only. 3 See Sav., System, ii. 324 et seq. Dig., 1. 9, leges 2 and 3 ; Codex, x. 31, lex 45; Dig., 1. 1, lex 19; Dig., iii. 4, leges 3 and 4; Grotius, De Jure Belli, ii. v. 17. lex 15 pr. See Sav., System, ii. 365.
 * Dig., xlvi. 1, lex 21; Dig., xli. 3,