person could hardly transact business or sue and be sued in the courts without a name, so the fictitious person of a corporation rests under a similar necessity. Possibly Coke meant something more, regarding a corporation as an abstraction which would have no existence vrithout a name. " For a corporation aggregate of many is invisible, immortal, and rests only in intendment and consideration of the law."[1] But if such was his view, it was not shared by his successors, when the tinge of scholasticism which colored all the law of the period faded away. In the case of the Dutch West India Company v. Van Moses,[2] decided in 1724, it was held that the action was well brought, though no certain name had been given the company by the Dutch States, the name being that by which it was usually called; and there are numerous cases to the effect that a technical misnomer of a corporation had even less effect than the misnomer of an individual.[3]
When Coke wrote, it seems to have been necessary that a corporation should be named as of a certain place.[4] This requirement, apparently so fanciful, is explained by the fact that the early corporations were almost all formed for local or special government of some kind, and it was consequently necessary to designate the place where the jurisdiction was to be exercised. The requisite must very early have become merely formal in case of certain classes of corporations, and might be fictitious. Thus, such names may be found as, "The Hospital of St Lazarus of Jerusalem in England" and "The Prior and Brothers of St. Mary of Mt. Carmel in England."[5] As the purpose for which corporations were instituted became more varied, and the modes of thought of lawyers became more reasonable, less stress was laid on the formality under consideration. It is hardly mentioned in "The Law of Corporations " or in Blackstone's chapter.[6] Kyd merely says, "It is generally denominated of some place;[7] and it may be assumed as true of business corporations, as well as of most others, that before the beginning of the present century there was no
- ↑ Sutton's Hospital Case, 10 Rep. 32.
- ↑ 1 Stra. 612; and see the Law of Corporations, 13. Also, if the name of a corporation be changed, it retains its possessions, debts, etc. Bishop of Rochester's Case, Owen, 73; s. c. 2 And. 107; Luttrel's Case, 4 Rep. 87 b ; Mayor of S. v. Butler, 3 Lev. 237; Haddock's Case, 1 Ventr. 355.
- ↑ Kyd, 236 et seq.
- ↑ Button v, Wrightman, Cro. Eliz. 338.
- ↑ Rol. 512.
- ↑ Blacks. Com. ch. xviii.
- ↑ I Kyd, 228.
