A corporation is an artificial person created to facilitate business, sec 127.

Corporations can bind themselves by parol, sec 128.

Contracts prohibited by charter invalid, sec 129.

Liable on agents' contracts, sec 130.

Liable for agents' fraud, malice, and negligence, sec 131.

Liable for de facto officers, sec 132.

Representations of agent bind corporation, sec 133.

Document must be duly executed to bind, sec 134.

Can only act within chartered limits, sec 135.

Distinctive practice in this country, sec 136.

Distinction between usurpation of power and exercise of power, sec 137.

Corporation may borrow money and issue negotiable paper, sec 138.

Parties interested in corporation may enjoin it from acting ultra vires, sec 139.

When contract is executed, party benefiting by it cannot impeach it, sec 140.

Corporation may be estopped as to bona fide third parties, sec 141.

Distinction between suits against and suits by a corporation, sec 142.

Municipal charters subject to stricter limitation, sec 143.

Sec 127

Business requiring long and continuous attention could not be effectively conducted if on the death of any one of the parties concerned his share in its control should pass to his legal representatives; nor would parties be willing to take risks in adventures whose insolvency would expose them to the loss not only of the capital they should supply to the common stock, but of their entire estate. Corporations, therefore, which are artificial persons, composed of one or more living individuals, endued, under a distinctive name, with certain business functions and with the capacity of self-perpetuation either permanently or for a limited period,1 have been recognized as necessary in all civilized jurisprudences ancient and modern; and to these corporations belong as a class two leading incidents : (1) their members may from time to time die, but their existence and continuous legal capacity are not thereby affected, provided the succession of an adequate corporate number is kept up ; (2) while they make themselves liable for any contracts they may enter into, this liability does not, unless extended by statute, or unless there be some personal obligations assumed by the members individually, extend beyond the corporate estate. The corporation, therefore, and the persons comprising it, are in no sense convertible. The members of the corporation are not (with the exceptions just stated) liable for the corporation's debts, or personally compellable to perform its contracts. The corporation does not receive into its membership the legal representatives of its deceased members. It is a distinct existence, localized in-the state where it is chartered and has its principal seat, though even a majority of its members may reside elsewhere, and existing, notwithstanding changes in its membership, as long as the state chartering it ordains.1-By the Roman law, as well as by our own, a corporation (Juristische Person) is invested, within its sphere, with the same contractual capacity as a natural person.2 Out of its orbit, however, it has no power.3

A corporation is an artificial person created to facilitate business.

1 As to definition, see Leake on Cont. 2d ed. 581; Royal Mail Co. v. Braham, L. R. 2 Ap. Ca. 381.