development in modern times, is by no means of recent origin. In stitutions founded on the same principle seem to have existed among the Saxons; and soon after the Conquest, we find gilds of different trades established in the various sea-ports and other towns of importance in the kingdom. These fraternities generally became in course of time chartered corporations; each possessing its common hall, making by-laws for the regulation of its particular trade, and disposing of its common property: and in this position these seem to have continued till about the time of the Reformation, when they mostly became merged in the municipal corporations, the franchises of which could in many cases be enjoyed by those only who were free of one or other of the companies into which the community was divided. Soon after the Revolution, the principle of association began to be applied to a variety of purposes besides those of trade. Numerous projects were started, the execution of which could only be compassed by raising capital on the joint-stock principle. Hence arose, in the early part of the eighteenth century, the frauds and panics, which are remembered in connection with the famous South Sea Company; and of which we have seen the counterparts more than once in our own times. More recently the joint-stock principle has been more usefully applied in the development of our national wealth, and a large number of useful public undertakings have been carried into effect by companies so constituted, and incorporated by acts of parliament. In these undertakings, the assistance of the legislature was necessary, not so much to give a corporate existence to the association of capitalists who joined in the scheme, for this might have been obtained by a royal charter, as to enable the company to carry out the project for which it was formed, by the compulsory purchase of property necessary for the purpose, and to make by-laws binding on the public, for protecting the rights and interests of the corporation.

It would serve no useful purpose to trace here the history of trading corporations down to the present time, or the numerous modifications to which the law relating to them has been subjected. And I content myself with alluding merely to the extension to all those associations that see fit to adopt it-of the principle of limited liability, or the restriction of the responsibility of each member to the amount of the capital subscribed by him, which had long been conceded to companies incorporated by act of parliament. There now exist four classes of joint-stock companies, viz. :

1. Trading companies incorporated by special acts of parliament, a class including railway, dock, harbour, and canal companies, a great many insurance companies, and a vast number of other bodies engaged in every species of profitable employment.

2. Joint-stock companies established under the statute 1 Vict. c. 73, or the preceding act, 6 Geo. IV. c. 91; which enables the crown in granting charters of incorporation to limit the liabilities of the members. But very few companies of this class exist, the powers which may be conferred under these statutes not having been found to meet the exigencies of public enterprise.

3. Banking companies, which are mentioned separately, simply because they are regulated by different statutes from ordinary jointstock associations.

4. Registered joint-stock companies, under the Joint Stock Companies Act, 1856; which enables any seven or more persons associated for any lawful purpose, by subscribing their names to a memorandum of association, and otherwise complying with the requisitions of the statute in respect of registration, to form themselves into an incorporated company, with or without limited liability.

All these corporations may be dissolved by being wound up either voluntarily or compulsorily. A voluntary winding-up may take place whenever the period, if any, fixed for the duration of the company expires; or the event, if any, occurs upon which it is to be dissolved; or whenever the company has passed a special resolution requiring its winding-up.

A company may be wound up compulsorily: by virtue of a special resolution to that effect:—whenever it does not commence business within a year of its incorporation, or suspends business for a year-whenever the shareholders are less than seven in number:—whenever the company is unable to pay its debts:-or whenever three-fourths of the capital have been lost or become unavailable.

And thus much of corporations existing at the common law; of the municipal boroughs as now regulated by the numerous statutes applicable to them; and of joint-stock companies—the three general heads under which corporations may most conveniently be ranked.

BOOK THE SECOND.

OF THE RIGHTS OF THINGS.

CHAPTER I.

OF PROPERTY IN GENERAL.

Origin of property-Occupancy-Origin of rights of succession.

HAVING treated of the jura personarum, or such rights and duties as are annexed to the persons of men, the objects of our present inquiry will be the jura rerum, or those rights which a man may acquire in and to such external things as are unconnected with his person. These are what the writers on natural law style the rights of dominion, or property; concerning the nature and origin of which I shall premise a few observations.

There is nothing which so generally strikes the imagination, and engages the affections of mankind, as the right of property. And yet there are very few that will give themselves the trouble to consider its origin and foundation. We think it enough that our title is derived by the grant of the former proprietor, by descent from our ancestors, or by the last will of the dying owner; not caring to reflect that, strictly speaking, there is no foundation in nature or in natural law, why a set of words upon parchment should convey the dominion of land; why the son should have a right to exclude his fellow-creatures from a determinate spot of ground, because his father had done so before him; or why the occupier of a particular field or of a jewel, when lying on his death-bed, and no longer able to maintain possession, should be entitled to tell the rest of the world which of them should enjoy it after him. But, when law is to be considered, not only as a matter of practice, but also as a rational science, it cannot be improper or useless to examine more deeply the rudiments and grounds of these positive constitutions of society.

In the beginning of the world, we are informed by holy writ, the all-bountiful Creator gave to man "dominion over all the earth;

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"and over the fish of the sea, and over the fowl of the air, and over 66 every living thing that moveth upon the earth." The earth, therefore, and all things therein, are the general property of all mankind, exclusive of other beings, from the immediate gift of the Creator. And, while the earth continued bare of inhabitants, it is reasonable to suppose that all was in common among them, and that every one took from the public stock to his own use such things as his immediate necessities required. But when mankind increased in number, craft, and ambition, it became necessary to entertain conceptions of more permanent dominion; and to appropriate to individuals not the immediate use only, but the very substance of the thing to be used. Otherwise innumerable tumults must have arisen, and the good order of the world been continually broken and disturbed, while a variety of persons were striving who should get the first occupation of the same thing, or disputing which of them had actually gained it. As human life also grew more and more refined, abundance of conveniences were devised to render it more easy, commodious, and agreeable; as habitations for shelter and safety, and raiment for warmth and decency. But no man would be at the trouble to provide either, so long as he had only an usufructuary property in them, which was to cease the instant that he quitted possession; if, as soon as he walked out of his tent, or pulled off his garment, the next stranger who came by would have a right to inhabit the one, and to wear the other. In the case of habitations in particular, even the brute creation, to whom everything else was in common, maintained a kind of permanent property in their dwellings, especially for the protection of their young; hence a property was soon established in every man's house and homestall, before any right to the soil itself was established.

The article of food was a more immediate call, and therefore a more early consideration. Such as were not contented with the spontaneous product of the earth, sought for a more solid refreshment in the flesh of beasts, which they obtained by hunting. But the frequent disappointments incident to that occupation induced them to gather together such animals as were of a more tame and sequacious nature; and to establish a permanent property in their flocks and herds in order to sustain themselves in a less precarious manner, partly by the milk of the dams, and partly by the flesh of the young.

All this while the soil and pasture of the earth remained still in common as before, and open to every occupant: except perhaps in the neighbourhood of towns, where the necessity of a sole and exclusive property in lands, for the sake of agriculture, was earlier felt, and therefore more readily complied with. Otherwise, when the multi

tude of men and cattle had consumed every convenience on one spot of ground, it was deemed a natural right to seize upon and occupy such other lands as would more easily supply their necessities. This practice is still retained among those nations that have never been formed into civil states; and upon this principle alone was founded the right of migration, or sending colonies to find out new habitations, when the mother-country was overcharged with inhabitants.

As the world by degrees grew more populous, it daily became more difficult to find out new spots to inhabit, without encroaching upon former occupants; and, by constantly occupying the same individual spot, the fruits of the earth were consumed, and its spontaneous produce destroyed, without any provision for a future supply or succession. It therefore became necessary to pursue some regular method of providing a constant subsistence; and this necessity produced, or at least promoted and encouraged, the art of agriculture. And the art of agriculture, by a regular connection and consequence, introduced and established the idea of a more permanent property in the soil, than had hitherto been received and adopted. It was clear that the earth would not produce her fruits in sufficient quantities, without the assistance of tillage: but who would be at the pains of tilling it, if another might watch an opportunity to seize upon and enjoy the product of his industry, art, and labour? Had not therefore a separate property in lands, as well as movables, been vested in some individuals, the world must have continued a forest, and men have been mere animals of prey; which, according to some philosophers, is the genuine state of nature. Necessity thus begat property; and, in order to insure that property, recourse was had to civil society, which brought along with it a long train of inseparable concomitants: states, government, laws, punishments, and the public exercise of religious duties. Thus connected together, it was found that a part only of society was sufficient to provide, by their manual labour, for the necessary subsistence of all; and leisure was given to others to cultivate the human mind, to invent useful arts, and to lay the foundations of science.

The only question remaining is, how this property became actually vested; or what it is that gave a man an exclusive right to retain in a permanent manner that specific land, which before belonged generally to everybody, but particularly to nobody. And, as we before observed that occupancy gave the right to the temporary use of the soil, so it is agreed upon all hands that occupancy gave also the original right to the permanent property in the substance of the earth itself; which excludes every one else but the owner from the use of it.

Property, both in lands and movables, being thus originally