Page:Henry Osborn Taylor, A Treatise on the Law of Private Corporations (5th ed, 1905).djvu/307

 PART III.] ACTS BEYOND THE CORPORATE POWERS. [§ 317. feasance in all respects like a private corporation, 1 and to reason by analogy from the one kind of corporation to the other may cause error. § 316. Municipal corporations have little if any inherent ju- risdiction to make laws or adopt governmental regulations. The} 7 can exercise no powers in this respect not given them expressly or impliedly by their charters, or by other statutes or the constitution of the state. 2 There is no contract implied between municipal corporations and the state; and the state may alter their constitutions in any way, may divide one munic- ipal corporation into two or more, and may apportion between the new corporations the property and burdens of the former corporation. When a municipal corporation is legislated out of existence and its territory is annexed to other corporations, the latter, unless the legislature otherwise provides, become entitled to its property and immunities, and severally liable for a proportionate share of all its subsisting legal debts, as well as vested with its powers of taxation to raise revenue to pay them. The remedy of creditors of an extinguished municipal corpora- tion is in equity against the corporation succeeding to its prop- erty and powers. 3 A change in its charter, by amendment or the substitution of a new one, will not be deemed to affect the identity of the corporation or relieve it from its previous lia- bilities, when substantially the same corporators and territory are embraced under the new charter. 4 § 317. Still, however much in their organization and purposes municipal corporations may differ from stock corporations, the liability of the former on their bonds issued in aid of railroad and other business enterprises of public importance is in many respects similar to the liability of the latter on their contracts. In especial, the rules governiug the effect JdbraSs. of recitals in municipal bonds are analogous to the rules determining the liability of stock corporations for the acts 1 Post, § 335, note; and see Fowle Detroit Citizens' St. Ry. Co.u. Detroit v. Common Council of Alexandria, 3 Ry., 171 U. S. 48. Pet. 398, 409; and § 177. Compare, 3 Mount Pleasant v. Beckwith, 100 generally, Vidal v. Girard's Exec- U. S. 514. See Newton v. Commis- utors, 2 How. 127. si oners, ib. 548 ; East Hartford v. 2 A municipal corporation cannot Hartford Bridge Co., 10 How. 511. grant an exclusive privilege to a street 4 Broughton i Pensacola, 93 U. S. railway unless expressly authorized. , 266. 287