
    The Inhabitants of the Fourth School-District in Rumford versus Phinehas Wood.
    The inhabitants of a school-district have sufficient corporate powers to maintain an action on a contract to build a schoolhouse, and to make a lease of land to them.f
    t [In Massachusetts, school-districts are authorized by statute to raise money to build schoolhouses, to repair them, &c. Rev. Stat. c. 23, § 28. — Ed.]
    This was an action of the case, in which the plaintiffs, by the name ofic The Inhabitants of the Fourth School-District in the Town of Rumford in the County of Oxford,” declared upon a promise and undertaking of the defendant, to erect a schoolhouse for the use of the plaintiffs upon the defendant’s land, and to make a lease of the same land to the plaintiffs, for the consideration of $ 170, paid him by the plaintiffs. The declaration contained also a count for money had and received by the defendant to the use of the plaintiffs.
    The defendant pleaded in abatement, that the plaintiffs are not a corporation with power to sue.
    
      The plaintiffs replied, that, by a law of this Commonwealth, entitled “ An Act to provide for the instruction of * youth, and for the promotion of good education,”  and by the several laws enacted in addition to the act aforesaid, they are duly invested with all the powers of corporations, necessary to enable them to maintain their action, &c.
    To this replication the defendant demurred generally, and the plaintiffs joined in demurrer.
    The cause was briefly argued, May term, 1814, by Fessenden, for the plaintiffs, and Greenleaf, for the defendant; who also, afterwards, eách furnished the Court with an argument in writing, of which the following is an abridged statement.
    
      Fessenden.
    
    It is to be taken as conceded, that every step authorized or required by the several statutes relative to this subject has been pursued by the plaintiffs ; as, that the limits of the.district have been defined ; that at a meeting duly called they voted the money necessary for the erection of a schoolhouse ; that they chose a committee to superintend the building thereof, and also a clerk, who was regularly sworn to the faithful discharge of his duty.
    From a consideration of the nature, end, and essential parts of a corporation, and what things are incident to it without special grant or prescription ; and a comparison of these with the statutes of the Commonwealth on the subject of school-districts ; it will result, that the plaintiffs have sufficient power to sue and maintain this action.
    A corporation aggregate is an assembly of many persons joined in one fellowship, created to support the common charge, to give or take any thing within its charter, to sue and be sued, &c.  It must commence by lawful authority ; but no certain prescribed form of words is necessary.  When a corporation is duly created, all other incidents are tacitly annexed to it. Thus, an incorporation is sufficient, without the words, “to plead and be impleaded,” or “to aliene,” or “to have a seal,” or “ to make ordinances”; for all these are implied by the incorporation. 
    
    * By the statute of 1799, c. 66, § 1, it is enacted, that the inhabitants of the several school-districts within any town, &c., be and hereby are empowered, at any meeting called in manner by the same act provided, to raise money for erecting and repairing a schoolhouse in their respective districts, &c. A majority of the inhabitants of a school-district, when met pursuant to the provisions of the fourth section of this act, have power to bind the minority, in voting money for the purposes authorized, in determin ing the site of the schoolhouse, and in choosing a clerk and a committee to superintend the building of the house, This power of a majority to bind the minority is of the very nature and essence of a corporation.
    This corporation is to be perpetual. The schoolhouse goes to the successors of the present inhabitants. One removing from the district cannot sell his right in the house to a stranger ; and another removing into the district becomes a proprietor.
    A school-district is, then, a corporation for some purposes. Tt derives its existence from lawful authority ; and the words of the statute before cited are sufficient words of incorporation. This being an enabling statute, it is to receive a liberal construction. The committee, which the inhabitants of a district are authorized to appoint, under the power of superintending, must have power to make contracts for materials and labor. But, as public agents, they will not be liable personally.  The inhabitants, who appointed them, must, then, be answerable, and may be sued. If, for instance, in the present case, the defendant had fulfilled his contract, and had been refused payment, he must have had a right of action against the plaintiffs. Why, then, under the present circumstances, are they not entitled to their action against him P
    By the statute of 1802, c. 11, the inhabitants of the several school-districts are empowered to raise money to purchase any house or building to be used as a schoolhouse, and also to purchase land for the schoolhouse to stand * upon. They are thus made corporations, capable of taking lands by purchase ; and a power to sue and be sued in their corporate capacity is incident to the capacity of holding lands by grant.
    
      Greenleaf.
    
    The cases cited for the plaintiffs from the English books, as they respect the manner in which a corporation can be created by the king, can have little or no application in this country. They are all grants by the king to the subject of parts of the royal prerogative ; chiefly of commercial privileges, which, in favor of the subject, have received a liberal exposition. Our statutes respecting schools are not to be considered as favors, sparingly imparted by the sovereign to the subject; but rather as declarations, by the legislature, of the manner in which a public duty is to be discharged. The intention of the legislature, therefore, is the only object of inquiry.
    The statute of 1789, c. 19, which is the earliest on this subject, simply authorizes towns to define the limits of school-districts. If this statute conveys corporate powers, then the tenants of prison limts are corporations ; for the same language, in substance, is adopted in authorizing the Courts of Sessions to fix and determine the limits of jail-yards. 
    
    There is a remarkable difference between the language of the stat utes respecting schools, and that of others professedly erecting corporations. These latter are universally explicit, declaring, that the persons named are and shall be bodies politic, and may purchase and hold lands, &c. But, in the statutes respecting school-districts, a different language is so cautiously used that it may, from this circumstance alone, be fairly inferred, that no corporate powers were intended to be granted them.
    The statutes referred to intend nothing more than to direct a convenient method of supplying all parts of towns with schoolhouses. The agents employed for this purpose are to be considered' as agents of the town. And this is a reasonable construction ; for the necessity of providing * schoolhouses arises solely from the obligation to support schools, which is incumbent on towns only; and they are indictable for a breach of it. And, if ihe district neglects to raise money to provide a schoolhouse, the town must provide one ; having no compulsory remedy against the district.
    A different construction would produce much inconvenience. If school-districts are corporations, and the goods of an individual be seized on an execution against them, he can have no remedy.  And, if none but corporate property is seizable, the creditor may be without remedy. So, if a right of action exist against a district, the town may abolish the district, and thus defeat the remedy. 
    
    It is among the inseparable incidents of a corporation, that it be erected and controlled by the sovereign authority only.  But school-districts are not so erected. They are mere creatures of the town. To say, that the act of the town is the act of the legislature, is mischievous ; for it is delegating to every town in the State the supreme power to make and destroy corporations at pleasure^ thus defeating all remedies against them.
    Another inseparable incident of a corporation is, that it be perpetual, unless expressly limited to a particular term by its charter.  But school-districts are liable to be altered, subdivided, and annulled, at the pleasure of the town.
    The inherent power of assembling at pleasure is also inseparably incident to every aggregate corporation.  But school-districts cannot assemble at any time, but by warrant from the selectmer of the town, who may not be members of the district. Corporations have also the incident power to sue. But they can bring no suit, but by an agent chosen for that purpose. School-districts cannot assem ble to choose an agent, but by warrant from the selectmen; and, if these refuse the warrant, the inhabitants *can neither sue nor defend; nor can they sue the selectmen for refusing their warrant.
    
      
      
        Stal. 1789, c. 19.
    
    
      
      
        Kyd on Corporations, b.
    
    
      
       10 Co. 32, b; 33, b; 30, a.—4 Ed. 4,14.—10 Co. 28. —2 Ed. 4, 56.-2 H. 7 13
    
    
      
       1 Rol. Abr. 513.
    
    
      
       9 Mass. Rep. 276, 492.
    
    
      
      
        Stat. 1785, c. 41.
    
    
      
       5 Mass. Rep.,422.
    
    
      
       4 Mass. Rep. 536.
    
    
      
       1 Black. Com. 500.
    
    
      
      
        Ibid. 502.
    
    
      
      
        Ibid , ubi supra.
      
    
   At this term the opinion of the Court was delivered by

Parker, C. J.

This cause has been some time before us ; there having been, at the several consultations we have had upon it, doubts upon the mind of some or other of the Court, as to the effect of the arguments submitted, in writing; the counsel on both sides having well considered and ingeniously applied the legal principles and reasoning belonging to the subject.

We are all, finally, of opinion, that the plea.in abatement is bad, and that a judgment of respondeas ouster must be entered. The objection contained in the plea is, that the plaintiffs, who are styled “ The Inhabitants of the Fourth School-District in Rumford,” have not that legal entity and capacity which entitle them to maintain this or any other action ; in other words, that they do not compose a corporate body ; but are merely individuals, entitled to assemble fór particular purposes, and to transact business by vote, in the same manner as towns ; but with no power to make contracts, or to enforce them by a suit at law, except, perhaps, in the special instance pointed out by the several statutes which regulate them.

That they are not bodies politic and corporate, with the general powers of corporations, must be admitted ; and the reasoning and authorities advanced to show this defect of power are conclusive. The same may be said of towns, and other municipal societies, which, although recognized by various statutes, and by immemorial usage, as persons, or aggregate corporations, with precise duties which may be enforced, and privileges which may be maintained, by suits at law, are yet deficient in many of the powers incident to the general character of corporations.

They may be considered, under our institutions, as quasi corporations, with limited -powers, coextensive with the duties imposed upon them by statute or usage; but * restrained from a general use of the authority which belongs to these metaphysical persons by the common law. The same may be said of all the numerous corporations which have been, from time to time, created by various acts of the legislature ; all of them enjoying the power which is expressly bestowed upon them ; and perhaps, in all instances where the act is silent, possessing, by necessary implication, the authority which is requisite to execute the purposes of their creation.

They differ in character, also, from those corporations which exist at common law, in some particulars. It is not necessary that our municipal corporations should act under seal, in order to bind themselves, or obligate others to them. A vote of the body is sufficient for this purpose ; and this mode has prevailed with the proprietors of common and undivided land, even in the disposition of their real property, contrary to the general provision of law respecting the transfer of real estate. It will not do, therefore, to apply the strict principles of law respecting corporations, in- all cases, to these aggregate bodies which are created by statute in this Commonwealth.

By the several statutes which have been passed respecting school-districts, it is manifest, that the legislature has supposed, that a division of towns, for the purpose of maintaining schools, will promote the important object of general education ; and this valuable object of legislative care seems to require, in construing their acts, that a liberal view should be had to the end intended to be effected.

Respondeas ouster awarded.  