Bourne, 10 Mass. 337; M'Carty v. Gibson, 5 Gratt. 307; Owen v. Bowie, 2 Met. 457; Wyman v. Mitchell, 1 Cow. 316; Donnelly v. Corbett, 7 N. Y. 500; Easterly v. Goodwin, 35 Conn. 279; Poe v. Duck, 5 Md. 1; Whitney v. Whiting, 35 N. H. 457; Choteau v. Richardson, 94 Mass. 368; Worthington v. Jerome, 5 Blatch. 279; Hawley v. Hunt, 27 Iowa, 303; Soule v. Chase, 39 N. Y. 342; S. C. I Robt. 222; contra, Davidson v. Smith, 1 Biss. 346.

If both parties were citizens of the State when the contract was made, the discharge will release the debtor from the contract, although the creditor had removed to another State before it was granted. Brigham v. Henderson, 55 Mass. 430; Converse v. Bradley, 55 Mass. 434; Stevens v. Norris, 30 N. H. 466; Stoddard v. Harrington, 100 Mass. 87.

If the plaintiff was a resident of the State at the time when the judgment was entered, a discharge will release the debt, although he removed from the State before the commencement of the proceedings in insolvency. Brown v. Bridge, 106 Mass. 563.

The provisions of a State law in regard to conveyances by a debtor in contemplation of insolvency do not apply to transfers made to citizens of another State. Larrabee v. Talbott, 5 Gill, 426; Potter v. Kerr, 1 Md. Ch. 275; Mead v. Dayton, 28 Conn. 33.

The pendency of proceedings in insolvency will not prevent a foreign creditor from attaching any property of the debtor that may be found in any other State. Beer v. Hooper, 32 Miss. 246; Dunlap v. Rogers, 47 N. H. 281; Crapo v. Kelly, 45 N. Y. 86; s. c. 16 Wall. 610..

If the property is within the State at the time of the execution of the assignment, the title of the assignee will prevail over that of any subsequent attachment by a non-resident creditor. Crapo v. Kelly, 16 Wall. 610; S. C. 45 N. Y. 86; Perry Manuf. Co. v. Brown, 2 W. & M. 449; contra, Owen v. Bowie, 2 Md. 457; White v. Winn, 8 Gill, 499; Poe v. Duck, 5 Md. 1; Glenn v. Glass Co. 7 Md. 287.

If a vessel which is upon the high seas at the time when the assignment is made, enters the port of another State, she can not be there attached by a citizen of that State, for at the time of the assignment she was legally and constructively within the territory of the State where the debtor resided, and subject to its laws. Crapo v. Kelly, 16 Wall. 610; s. c. 45 N. Y. 86.

A State insolvent law is valid against a foreign creditor, so far as it releases the person of the debtor from imprisonment. Choteau v. Richardson, 94 Mass. 368; Donnelly v. Corbett, 7 N. Y. 500; Carey v. Conrad, 2 Miles, 92.

A citizen of another State who voluntarily makes himself a party to the proceedings, and receives a dividend, abandons his extra-territorial immunity, and his claim is barred by the discharge. Clay v. Smith, 3 Pet. 411; Gardner v. Lee's Bank, 11 Barb. 558; Journeay v. Gardner, 65 Mass. 355; contra, Woodbridge v. Wright, 3 Conn. 523; Agnew v. Platt, 32 Mass. 417.

By proof of the debt in the proceedings a creditor makes himself a party thereto, and a discharge will be a bar to the demand, although no dividends have been received thereon. Blackman v. Green, 24 Vt. 17.

If an agent, without any authority from his principal, proves the debt in the proceedings, this will not render the discharge valid as against the principal. Blackman v. Green, 24 Vt. 17.

If a foreign creditor unites in recommending a trustee in insolvency, he thereby becomes a party to the proceedings. Jones v. Horsey, 4 Md. 306.

An attorney who holds a claim for collection has the power to unite in the recommendation of a trustee, and thereby make his client a party to the proceedings. Jones v. Horsey, 4 Md. 306.

A mere appearance in the proceedings to oppose the granting of a discharge will not render the discharge a bar to the debt of a citizen of another State. Norton v. Cook, 9 Conn. 314; M'Carty v. Gibson, 5 Gratt. 307; Collins v. Rodolph, 3 Greene (Iowa), 299.

Knowledge is one thing, and assent is another, and it by no means follows that because a party acts with reference to a knowledge of a particular act, that he thereby assents or acquiesces in that act. The mere knowledge of the legal effect of the insolvent laws, will not afford grounds for an inference of an assent to be bound by those laws. Glenn v. Glass Co. 7 Md. 287.

The act of waiving a constitutional privilege must be unequivocal. Donnelly v. Corbett, 7 N. Y. 500.

That part of a State insolvent law which discharges a person from imprisonment, may be valid, although the part which attempts to discharge the debt is void. Glenn v. Humphreys, 4 Wash. 424.

If the State court had no jurisdiction of the case, a participation in the proceedings will not make the discharge valid. Agnew v. Platt, 32 Mass. 417.

Corporations.

The charter of a private corporation is a contract, the obligation of which can not be impaired without violating the Constitution. Dartmouth

College v. Woodward, 4 Wheat. 518; Norris v. Abingdon Academy, 7 G. & J. 7; Canal Co. v. Railroad Co. 4 G. & J. 1; Regents v. Williams, 9 G. & J. 365; Enfield Bridge Co. v. Railroad Co. 17 Conn. 40; Michigan Bank v. Hastings, 1 Doug. 225; Young v. Harrison, 6 Geo. 130; Bank v. Bank of Cape Fear, 13 Ired. 75; Montpelier Academy v. George, 14 La. 395; Binghamton Bridge v. Chenango Bridge, 3 Wall. 51; s. c. 27 N. Y. 87; Phila. W. & B. R. R. Co. v. Bowers, 4 Houst. 506; Union Bank v. State, 9 Yerg. 490; Allen v. Buchanan, 9 Phila. 283; S. C. 20 Pitts. L. J. 128.

A general law for the organization of corporations is as special to each corporation as if no other institution were incorporated by it. State Bank v. Knoop, 16 How. 369.

A charter is a contract, both executed and executory. Phila. W. & B. + R. R. Co. v. Bowers, 4 Houst. 506.

The objects for which a corporation is created are universally such as the government wishes to promote. They are deemed beneficial to the country, and this benefit constitutes the consideration, and in most cases the sole consideration, of the grant. Dartmouth College v. Woodward, 4 Wheat. 518.

The benefit which the community may derive from the objects for which the corporation was created constitutes the consideration for the charter, and no other is required to support it. Home of the Friendless v. Rouse, 8 Wall. 430; Regents v. Williams, 9 G. & J. 365.

A grant of franchises is not in point of principle distinguishable from a grant of any other property. Dartmouth College v. Woodward, 4 Wheat. 518; Derby Turnpike Co. v. Parks, 10 Conn. 522; Canal Co. v. Railroad Co. 4 G. & J. 1; Enfield Bridge Co. v. Connecticut River Co. 7 Conn. 28; Washington Bridge Co. v. State, 18 Conn. 53; Benson v. New York, 10 Barb. 223.

Whether the consideration is large or small is immaterial, as the motives or considerations which induced a sovereign State to make a contract can not be inquired into as affecting the validity of the act. Of the sufficiency of the consideration, the legislature is the exclusive judge. State Bank v. Knoop, 16 How. 369.

A charter is a stipulation on the part of the State, that the corporation shall be and continue a corporation for an indefinite time, or for the term limited in the charter, unless sooner forfeited for some cause recognized by existing laws as a cause of forfeiture; that its constitution, organization and mode of action, as prescribed by its charter, shall not be annulled or changed by the legislature; that members shall not be added or removed; that modes of election, expulsion or suspension of members shall not be altered, and that whatever belongs to its organic constitution and action as

a body corporate, shall continue and be determined by the terms of the charter. In addition to which, the powers specially granted to it are not to be withdrawn or diminished. Comm. v. Farmers' Bank, 38 Mass. 542; Thorpe v. B. & R. R. R. Co. 27 Vt. 140.

The implied powers conferred by a charter, are held by a tenure as sacred as those which are expressly given. People v. Manhattan Co. 9 Wend. 351; Commercial Bank v. State, 12 Miss. 439.

The incidental or implied powers are, at most, only such powers as are essentially necessary to enable the corporation to fulfill its destiny-to do those things which it may do by express permission. It may be presumed that such powers were intended to be conferred; they are implied from those which are granted. Payne v. Baldwin, 11 Miss. 661; Commercial Bank v. State, 12 Miss. 439.

Every valuable privilege given by the charter, and which conduced to an acceptance of it and an organization under it, is a contract which can not be changed by the legislature, where the power to do so is not reserved in the charter. State Bank v. Knoop, 16 How. 369.

A statute conferring upon a corporation the right to collect additional tolls is a grant, and not a license. Derby Turnpike Co. v. Parks, 10 Conn. 522.

In examining a question of corporate rights and immunities, and the extent of the legislative power, the question is, whether the legislature can exercise the power consistently with the provisions of the charter and the rights of the corporation in any form. If the power exists, the mode of exercising it may be such as the legislature may direct. Comm. v. Farmers' Bank, 38 Mass. 542.

It is not a principle that a grant may be infringed upon if the variation be not great. As every variation violates, small injuries are as much prohibited as larger ones, and the least right is as anxiously protected as the greatest. Enfield Bridge Co. v. Connecticut River Co. 7 Conn. 28.

If the State is the sole stockholder in a corporation, the charter can not be deemed to be such a contract between the State and the corporation as is protected by the Constitution. Curran v. State, 15 How. 304; S. C. 12 Ark. 321.

Corporations are either public or private. Public corporations are generally esteemed such as exist for public political purposes only, such as towns, cities, parishes and counties, and in many respects they are so, although they involve some private interests; but strictly speaking, public corporations are such only as are founded by the government for public purposes, where the whole interests belong also to the government. The

whole interests and franchises must be the exclusive property and domain of the government itself. Dartmouth College v. Woodward, 4 Wheat. 518; Allen v. McKeen, 1 Sumn. 276; Regents v. Williams, 9 G. & J. 365; University v. Maultsby, 8 Ired. Eq. 257.

If the foundation of a corporation is private, though under the charter of the government, the corporation is private, however extensive the uses may be to which it is devoted, either by the bounty of the founder or the nature and objects of the institution. Dartmouth College v. Woodward, 4 Wheat. 518; Trustees v. Bradbury, 11 Me. 118; Allen v. McKeen, I Sum. 276; Regents v. Williams, 9 G. & J. 365; State v. Heyward, 3 Rich. 389; Brown v. Hummel, 6 Penn. 86; Plymouth v. Jackson, 15 Penn. 44; Yarmouth v. Yarmouth, 34 Me. 411; Trustees v. State, 14 How. 268; s. C. 2 Ind. 293; Louisville v. University, 15 B. Mon. 642.

It by no means follows that, because the action of a corporation may be beneficial to the public, it is a public corporation. This may be said of all corporations whose objects are the administration of charities. But these are not public, though incorporated by the legislature, unless their funds belong to the government. Where the property of a corporation is private, it gives the same character to the institution, and to this there is no exception. State Bank v. Knoop, 16 How. 369.

A corporation may be private, and yet the charter may contain provisions of a purely public character, introduced solely for the public good, and as a general police regulation of the State. Regents v. Williams, 9 G. & J. 365.

The mere fact that the funds have been generally derived from the bounty of the government will not make the corporation public, for the government may as well bestow its bounty upon a private corporation as upon a public corporation. Louisville v. University, 15 B. Mon. 642; Allen v. McKeen, 1 Sum. 276; Regents v. Williams, 9 G. & J. 365; Sheriff v. Lowndes, 16 Md. 357; State v. Heyward, 3 Rich. 389; Yarmouth v. Yarmouth, 34 Me. 411; Richardson v. Brown, 6 Me. 355; Montpelier Academy v. George, 14 La. 395.

A corporation created for the purpose of investing school funds for a town and applying the income for the benefit of the schools in the town, is a private corporation. Trustees v. Bradbury, 11 Me. 118.

A banking corporation, the stock of which is owned by private individuals, is a private corporation. State Bank v. Knoop, 16 How. 369; Miner's Bank v. U. S. 1 Iowa, 553; Hazen v. Union Bank, 1 Sneed, 115.