CHAPTER II.

QUASI CORPORATIONS-LIABILITIES, ELEMENTS, COUNTIES, PROPERTY, ETC.

11.

Creation of Counties-Legislative Power.

12-13. Property-Public Use-Sovereign Power.
14. Government and Officers.

15. Powers of County Government.

16. Powers of County Government (continued).

17. Torts.

18. Power of Eminent Domain.

19. Police Power.

QUASI CORPORATIONS.

7. Quasi corporations include every local subdivision of a state, other than a municipality, created by general law as an agency of the state to effect the administration of public affairs and the enforcement of law.

Municipalities proper included incorporated villages, towns, and cities, having the powers of local legislation and administration. They are usually called into existence at the direct solicitation or by the free consent of the persons composing them, for the promotion of their own local and private advantage and convenience. They are highly organized, possessing the usual attributes and incidents of a perfect corporation as recognized

1 Dill. Mun. Corp. (4th Ed.) § 22, p. 42; Beach, Mun. Corp. § 3, p. 7; CITY OF PHILADELPHIA v. FOX, 64 Pa. 180; Heller v. Stremmel, 52 Mo. 309.

2 Dill. Mun. Corp. § 28; Beach, Mun. Corp. § 4, p. 8; BOARD OF HAMILTON COUNTY COM'RS v. MIGHELS, 7 Ohio St. 109; CITY OF PHILADELPHIA v. FOX, 64 Pa. 180.

by the common law. They have charters like other complete corporations, and are subject to the great body of the law of corporations, though with many exceptions on account of their public character. In short, they are full corporations, and therefore must be distinguished from quasi corporations, which are involuntary,* having no charter," governed solely by the statute law of the state, and exercising only the particular administrative functions conferred upon them thereby. Quasi Corporations.

Quasi corporations have been held to include counties," townships, New England towns, school districts,10 road dis

8

9

8 Beach, Mun. Corp. § 3, p. 7; Cuddon v. Eastwick, 1 Salk. 192; Brinckerhoff v. Board, 37 How. Prac. (N. Y.) 499; PEOPLE v. HURLBUT, 24 Mich. 44, 9 Am. Rep. 103.

4 Beach, Mun. Corp. § 4; BOARD OF HAMILTON COUNTY COM'RS V. MIGHELS, 7 Ohio St. 109.

Dill. Mun. Corp. § 25; Smith, Mun. Corp. § 8: "Counties, townships, school districts, road districts, and like public quasi corporations do not usually possess corporate powers under special charters; but they exist under general laws of the state."

In the case of BOARD OF HAMILTON COUNTY COM'RS v. MIGHELS, supra, the court said, with reference to counties: "They are local subdivisions of the state, created by the sovereign power of the state, of its own sovereign will, without the particular solicitation, consent, or concurrent action of the people who inhabit them, superimposed by a sovereign and paramount authority." See Town of Freeport v. Supervisors, 41 Ill. 495; Cooley, Const. Lim. (6th Ed.) p. 294.

7 Talbot County Com'rs v. Queen Anne's Co., 50 Md. 245; Pulaski Co. v. Reeve, 42 Ark. 55; BOARD OF HAMILTON COUNTY COM'RS V. MIGHELS, 7 Ohio St. 109; See, also, Boone, Corp. § 10; Elliott, Mun. Corp. § 3.

8 MOWER v. LEICESTER, 9 Mass. 247, 6 Am. Dec. 63; Town of North Hempstead v. Hempstead, 2 Wend. (N. Y.) 109; Damon v. Granby, 2 Pick. (Mass.) 352.

• Commonwealth v. Roxbury, 9 Gray (Mass.) 451; EASTMAN v. MEREDITH, 36 N. H. 284, 72 Am. Dec. 302-where it was said that the New England towns are involuntary corporations, having given

10 See note 10 on opposite page.

tricts,11 public commissioners, 12 boards of supervisors, 13 school trustees,1 and other bodies "created for a public purpose as an agency of the state, through which it can most conveniently and effectually discharge the duties of the state as an organized government to every person, and by which it can best promote

no assent to their creation, and having been incorporated by virtue of no contract, express or implied, with the state. In TOWN OF BLOOMFIELD v. BANK, 121 U. S. 121, 7 Sup. Ct. 865, 30 L. Ed. 923, Gray, J., said: "Towns in Connecticut, as in the other New England states, differ from trading companies, and even from municipal corporations elsewhere. They are territorial corporations, into which the state is divided by the legislature, from time to time, at its discretion, for political purposes and the convenient administration of government. They have those powers only which have been expressly conferred upon them by statute, or which are necessary for conducting municipal affairs; and all the inhabitants of the town are members of the quasi corporation." Town of Granby v. Thurston, 23 Conn. 416; Webster v. Harwinton, 32 Conn. 131; Parsons v. Goshen, 11 Pick. 396; Inhabitants of Norton v. Mansfield, 16 Mass. 48; Stetson v. Kempton, 13 Mass. 272, 7 Am. Dec. 145.

10 Beach v. Leahy, 11 Kan. 23; INHABITANTS OF FOURTH SCHOOL DIST. v. WOOD, 13 Mass. 193; HARRIS v. SCHOOL DIST., 8 Fost. (N. H.) 58; Wilson v. School Dist., 32 N. H. 118; Foster v. Lane, 30 N. H. 305; Rogers v. People, 68 Ill. 154; Scales V. Chattahoochee Co., 41 Ga. 225. A school district has been held to be included within the phrase "political or municipal corporation." Clark v. Thompson, 37 Iowa, 536. So, also, a township. Curry v. Sioux City Tp., 62 Iowa, 104, 17 N. W. 191; Winspear v. Holman, 37 Iowa, 542. See, as to construction of word "town,” Stout v. Glen Ridge, 59 N. J. Law, 201, 35 Atl. 913. See, also, School Dist. No. 11 v. Williams, 38 Ark. 454.

11 People v. Lathrop, 19 How. Prac. (N. Y.) 358; Levy Court v. Coroner, 2 Wall. 501, 17 L. Ed. 851; Scioto Com'rs v. Gherky, Wright (Ohio) 493; Lower Board of Com'rs of Roads v. McPherson, 1 Speers (S. C.) 218.

12 Attorney General v. Andrews, 2 Macn. & G. 226; Hall v. Taylor, El. Bl. & El. 107.

13 Pomeroy v. Wells, 8 Paige (N. Y.) 406; Todd v. Birdsall, 1 Cow. (N. Y.) 260, 13 Am. Dec. 522.

14 Littlewort v. Davis, 50 Miss. 403. See Bassett v. Fish, 75 N. Y. 303.

the welfare of all." 15 Considered with respect to the limited number of their corporate powers, the bodies above named rank low down in the scale or grade of corporate existence, and hence they are called quasi (almost) corporations.10 Though all in the same class, they are of different grades in the scale of corporate life, from the New England town, which so closely approximates the municipality as scarcely to be distinguishable from it in law,17 down through the other public instrumentalities of various powers and functions to the school district, declared by the Supreme Court of New Hampshire to be a "quasi corporation of the most limited powers known to the law." 18 This variety of powers and rank results from the difference in the statutes creating and empowering these various corporations, which must always be consulted and carefully scrutinized to ascertain and determine the limit of powers, functions, and liabilities. Subject to statutory regulation, there are, of course, certain peculiar qualities and attributes common to all quasi corporations, which distinguish them from municipalities, and exempt them from the general law of corporations.

15 CITY OF GALVESTON v. POSNAINSKY, 62 Tex. 118, 50 Am. Rep. 517, wherein also a quasi corporation is spoken of as "a subdivision of the state, created solely for a public purpose, by a general law applicable to all such subdivisions."

16 Dill. Mun. Corp. § 25; Hamilton Co. v. Garrett, 62 Tex. 602. 17 TOWN OF BLOOMFIELD v. BANK, 121 U. S. 121, 7 Sup. Ct. 865, 30 L. Ed. 923; Commonwealth v. Roxbury, 9 Gray (Mass.) 451; EASTMAN v. MEREDITH, 36 N. H. 284, 62 Am. Dec. 302. In Warren v. Charlestown, 2 Gray (Mass.) 84, the court said: "The marked and characteristic distinction between a town organization and that of a city is that in the former all of the qualified inhabitants meet, deliberate, act, and vote in their natural and personal capacities, whereas in a city government this is all done by their representatives."

18 HARRIS V. SCHOOL DIST., 8 Fost. (N. H.) 58,

IMMUNITIES.

8. Quasi corporations are not liable to private action against them for a breach of duty, unless such action be expressly given by statute.

This has been taken as a chief mark of distinction between municipal corporations and quasi corporations. In the leading case of Board of Hamilton County Com'rs v. Mighels,19 in which judgment had been rendered in the court below against the county for neglect of public duty by its board of commissioners, the Supreme Court of Ohio, overruling a previous case,20 reversed the judgment of the inferior court upon the ground that, "by the decisions of courts of justice and the treatises of learned men," the people of a county are not liable for the official delinquencies of their county commissioners, or other county officers, either on the principles or precedents of the common law. 21 In the course of the opinion expressing the reasons of the court for this decision, Brinkerhoff, J., said: "A municipal corporation proper is created mainly for the interest, advantage, and convenience of the locality and its people. A county organization is created almost exclusively with a view to the policy of the state at large, for the purposes of political organization and civil administration, in matters of finance, of education, of provision for the poor, of military organization, of the means of travel and transport, and especially for the general administration of justice. With scarcely an

19 BOARD HAMILTON COUNTY COM'RS v. MIGHELS, 7 Ohio St. 109.

20 Brown County Com'rs v. Butt, 2 Ohio, 348.

21 BOARD OF HAMILTON COUNTY COM'RS v. MIGHELS, 7 Ohio St. 109. In this connection the court said: "It is undoubtedly competent for the legislature to make the people of a county liable for the official delinquencies of the county commissioners, and, if they think it wise and just, without any power in the people to control the acts of the commissioners, or to exact indemnity from them. But this has not yet been done."