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When such becomes the declared law of the states, and when it shall become the law that corporations are generally liable for the acts of their authorized agents; for contracts by implication; for all wrongs and injuries that they are capable of inflicting; and for all injurious omissions to perform their duties, there will be no longer need of statutes of mortmain and wills; or constitutional impediments or restraints to the multiplication of corporate charters. It might still, however, be wise for legislatures to reserve more direct control over corporations of future creation than they are accustomed to do in most of the states. The enjoyment of a corporate franchise is not of common right. It is the grant of the whole people of certain powers to a few individuals, to enable them to effect some specific benefit, or promote the general good. When the corporation fails to produce the expected benefit, and far more when its charter is perverted to injurious purposes, the whole people ought to have the power to control the operations, and even to revoke the charter.

When these doctrines shall become fully established, and legislatures grow careful to reserve visitatorial powers in granting charters for civil corporations, the fear and apprehension of corporations now existing, and too justly forced by experience into the public mind, will probably subside. Such fears have induced the legislatures in some of the states to adopt measures, which should, and to a great extent do, deter the public from encountering the perils resulting from the ownership of the corporate stocks.

The making of every corporator liable in all events for every debt of the company, may tend to protect the individuals, who deal with them, from danger of loss, but it will rob the public of many of the benefits that should result from the exercise of corporate charters. Prudent men will not take stock, if thereby they must become general copartners with all the other stockholders, who may become their associates without their consent, and in defiance of their opposition to such fellowship. Such a provision has heretofore been introduced in the grant of charters for manufacturing purposes in Massachusetts. The effect has been to drive millions of capital into the neighboring states for investment. And there it will remain. It is questionable whether the recent alleviating act is an adequate remedy. True policy requires that charters of corporations should be well guarded, carefully adapted to their objects, and kept under wholesome legislative and judicial control. But they should be made entirely free from onerous and appalling liabilities, the tendency of which is to drive prudent men from them, and to leave them in the hands of desperate speculators.

Another quality ascribed in the ancient books to aggregate corporations is immortality. And on this incident many curious and whimsical theories have been built. This position is as false as it is absurd. The most striking practical comment on it is, that a large proportion of those that have been created in Europe, and many in this country, have ceased to exist; their immortality notwithstanding. It is only true to this extent : that when their duration is not limited in the grant, they are capable of being made to endure indefinitely, provided from time to time the necessary measures are taken to continue their succession, and provided they continue to effect the objects for which they were made, and refrain from violating the laws. They may be dissolved in various ways, as by the limitation of time contained in the acts establishing them, by surrendering their charters, by the death of all the members, and by forfeiture of charter, through negligence or abuse of its franchises.

Since so great a portion of our national wealth is held and managed by corporations, the laws applicable to them ought to be very diligently studied by American lawyers. The growing importance of the subject demands, and it is hoped it may ere long receive, increased attention.


This journal has recently lost the services of a distinguished contributor to its pages, and Massachusetts those of an eminent civilian, in the decease of the Hon. GEORGE Bliss, of Springfield. It devolves, therefore, appropriately upon us, to make such record, as lies in our power, of his life and character.

Mr. Bliss was born at Springfield, on the 13th of December, 1764: he was educated at Yale College, and graduated with the class of 1784. On leaving college, he immediately com

menced the study of the law in the office of his father, Moses Bliss, Esq. a sound lawyer, and skilsul special pleader,' and extensively engaged in the business of his profession, in the county of Hampshire. The son was admitted to practise as an attorney in 1787.

It is well known to those conversant with the history of Massachusetts, that at this period her political sky was sadly overcast. The insurrection of Daniel Shays was attracting fearfully the attention of all; and the prominent scene of its operations was in the immediate vicinity of Mr. Bliss's residence. At Springfield the forces of the insurgents were at length routed and dispersed, and all their hopes were blasted. Mr. Bliss, then a law-student, entered with zeal and vigor into the cause of the government, and enlisted as a private in a company of volunteers. Tradition has furnished many anecdotes, illustrating, thus early, the firmness and resoluteness of character, which distinguished him through life.

Upon the restoration of quiet and good order, he devoted himself earnestly to the business of his profession. He became a member of the House of Representatives of his native state in 1800, and of the Senate, in 1805; to these stations he was afterwards repeatedly elected : he was also, for several years, a member of the executive council; and, on the erection of Maine into an independent state, received the appointment of commissioner, under the provisions of the act of separation. He was for a long time, one of the board of visiters of the Theological Institution at Andover, and a trustee of Williams College. He was president of the Prison Discipline Society, and connected with many other religious and charitable associations. The degree of LL. D. was conferred upon him by Harvard University in 1923, about which time he retired from the active duties of professional life. He died at Springfield, on the 8th of March, 1830.

Mr. Bliss gave himself, with exemplary diligence and assiduity, to the study and practice of the law. He was a steady and regular student, and looked into the whole science broadly and deeply. The law was peculiarly and eminently the profession of his choice. His mind was framed, beyond most minds, for that thorough, patient, continued investigation and research, so indispensably necessary to distinction in legal pursuits. He manifested, from the commencement of his career, uncommon earnestness of zeal and energy of cation, and suffered no obstacles to stand in his way. If there ever was an individual, of whom it could with truth be said, that he loved the study of the law on its own account, that individual was Mr. Bliss. It was not enough for him, to be able, as cases occurred, to supply what might suffice for the current emergency, from such sources as were at once accessible. He viewed the questions presented to his mind in all their bearings, and brought to their full and deep consideration all the varied learning, with which he had richly and abundantly furnished bimself. His memory was strong and tenacious, and he had cultivated it in a very high degree by those habits of close and fixed attention, to which he had accustomed himself from his earliest years. His mind, too, was regularly trained and disciplined; what he acquired in the course of his reading and study was well arranged, and turned to the best account. It was not a mass of materials thrown together confusedly, but so disposed as to be readily brought into exercise as opportunities occurred. His view of the objects and importance of the law was such that he was led early into a severe examination of all those principles, which lie at the foundation of a sound morality, and of every true system of rights and duties. Hence he was able at once to bring every question, which was presented to him, to the test of leading principles, and thus to discriminate accurately in the application of adjudged cases. With his uncommon resources of professional learning, it will not appear strange, that he was on all occasions prompt to throw light upon any topic connected with the law, which was offered to his consideration. His intellectual powers were vigorous, acute, and active, and were happily fortified and sustained by a spirit and resolution, which, far from shrinking from labor, rather delighted in it, even under its severest forms.

Mr. Bliss commenced the practice of the law at a time when abridgments and digests did not abound to such an extent as at present. From necessity, therefore, not more than from choice, he was induced to go to the fountain-heads. He always felt and expressed a cordial dislike of every attempt to save or diminish labor in the acquisition of what was really valuable. He was deeply and thoroughly imbued with the ancient learning of the law; and in his researches, which gave him not less delight than instruction, he undoubtedly left most of his cotemporaries far behind. From this fund of sound

juridical science, he always derived important aids in his more elaborate arguments at the bar, and thus was enabled to strengthen his positions with an array of authority and of learning, which to many seemed startling and formidable. He was distinguished by his attainments and skill in special pleading, and was strongly attached to this branch of the law. In his pleadings, generally, he was very full, minute, and cautious, and perhaps was liable to the charge of being diffuse. He was familiar with most of the ancient as well as the modern books of pleading, and recommended the study very earnestly to those, with whose education he was entrusted.

Mr. Bliss was more happy in his arguments to the court, than in his addresses to the jury. From the character of his mind, and the course of his studies, this would naturally be expected. Making a business of study, and addicted to habits of close, deep thinking, he had in a good degree neglected those subsidiary resources, upon which the mere advocate must very much depend, to interest and enlighten a jury, and insure their attention. No man, however, understood better the rules of evidence, or could apply them more readily. In the examination of witnesses he was astute and penetrating, and in arraying the testimony, and presenting it to the jury, he was direct and methodical. In his language, he was plain and simple, seeking no aid from ornament, but directing what he had to say, in the style of business, to the understandings of those he was addressing. Purely intellectual himself, bis only care was, to get a strong hold of the intellect of others. For this reason, he was always heard with the deepest attention, when arguing a question of law in the presence of the court: here he was always distinct, clear, and forcible.

In his whole bearing as a jurist, and in all his various relations at the bar, he was eminently distinguished by fidelity, integrity, honesty of purpose, and high moral purity. His manners wore the semblance of austerity; yet such was not his temperament. The appearance arose entirely from his being habitually a man of thoughtfulness. In the ordinary intercourse of life, and amongst those, with whom he was intimate, he was always accessible; his conversation was full of instruction, enlivened with interesting anecdotes and occasional sallies of wit.

In the formation of his opinions, he was never careless or hasty. He examined every matter deliberately, whatever

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