but they get them by reflection, as it were, from the corporation. They individually are not the corporation— cannot exercise the corporate powers, enforce the corporate rights, or be responsible for the corporate acts."

Question 633: Did the owner of this land violate the restriction in the deed? Why?

(Note: All restrictions on the use of real estate are construed strictly, and will not be extended by implication.)

Case 634. Russell v. Temple, 3 Davis Abridg. 108. Facts: Thomas Russell died leaving surviving his widow and several heirs at law. By the Massachusetts law, the widow had a dower interest in the real estate of the deceased, which was an estate for life in one-third thereof, and an absolute ownership in one-third of his personal property, the other two-thirds going to the heirs. Russell had shares in a corporation which principally owned real estate. It was contended on the part of the widow that she should take absolutely one-third of the shares as personal property, and on the part of the heirs that she had but a dower interest (or life estate) therein.

Point Involved: Whether the shares are personal property regardless of the nature of the property owned by the corporation.

"For the heirs it was urged that these shares were real estate, because it was said that the estates were real in the corporations; annexed to the soil; and that if these estates in the corporation were real, the estate of the individual members in them followed their nature, and were real; and that the frequent declarations of the legislature declaring such shares personal estate, at least show a doubt that when one has a right to receive rent, he has only a right to receive a sum of money; yet it does not follow that his estate is not real estate, out of which his rent issues.

"The judgment of the Court was, that these shares were personal estate, and distribution was ordered accordingly. The principal reason of the decision appears to be, because the Court considered that the individual member, or shareholder, had only a right of action for a sum of money, his part of the net profits or dividends. And so the law has been held to be since this decision was made."

Question 634: Why was it important for the heirs in this case to establish that the assets were real estate? Did the Court so hold?

§ 639. (Corporations, Sec. 3.) The corporation as a

person.

Case 635. The Overland Cotton Mill Co. et al. v. The People, 32 Colo. 263.

Facts: Suit to enforce a penal statute providing in substance that any person who shall hire and employ a child under fourteen years of age in any mill or factory, shall be guilty of a misdemeanor and punished by fine. Point Involved: Whether a corporation is a person within a penal statute employing that word.

CHIEF JUSTICE GABBERT:

"The Overland Cotton Mill Company is a corporation organized under the laws of this state, and it is argued that, because the statute only says that 'any person' who shall employ children under the age of fourteen years in any mill or factory shall be deemed guilty of violating its provisions, that, therefore, a corporation, in its capacity as such, cannot be reached in a prosecution of this character. In other words, because the statute does not specify corporations, that they are exempted from the statutory provision on the subject of the employment of children under the age of fourteen years.

Prima facie, the word 'person,' in a penal statute which is intended to inhibit an act, means 'person in law;' that is, an artificial, as well as a natural, person, and there

fore includes corporations, if they are within the spirit and purpose of the statute. The Pharmaceutical Assn. v. The London & P. S. A., Limited, 5 Appeal Cases (Law Reports) 857; 7 Enc. of Law (2 Ed.) 841; 1 Clark & Marshall's Private Corp., Sec. 252; Bishop's Stat. Crimes (3 Ed.) Sec. 212; Stewart v. The Waterloo Turn Verein, 71 Iowa, 226.

"Whether corporations are included within the statute, depends largely upon its object. Pharmaceutical Assn. v. London & P. S. A., Limited, supra. The purpose of the statute, as indicated by its title, was to prohibit the employment of children under fourteen years of age in certain kinds of work. It is common knowledge that the places which, by the statute, children under the age of fourteen years are inhibited from working in, are operated largely by corporations. Whether such places were operated by individuals or corporations could make no difference with respect to the employment, for it would be just as detrimental to the child in one instance as in the other. Corporations, therefore, are clearly within the spirit and purpose of the statute, because its ultimate object was to prevent children under a given age from being employed in specified work.

"That the statute provides for imprisonment if the fine imposed is not paid, is not an objection which a corporation can urge against its enforcement. True, the corporation cannot be imprisoned, but the fine can be collected through the means provided for the collection of money judgments. Commonwealth v. Pulaski Agr. Assn., 92 Ky. 197."

Question 635: (1) When will a statute referring to "persons" be deemed to refer to corporations?

(2) When not?

(3) It was provided by law that the county judge should upon application of persons paying one-third of the taxes on real estate of a certain county, order a vote to be taken to ascertain if the qualified voters desired the removal of the court house. An application was made signed by certain parties paying one-third the taxes, and among the applicants and to make up the requisite amount, certain corporations were included.

Should the judge order the vote? Crawford v. Supervisors, 87 Va. 110.

Case 636. In re Estate of Speed, 216 Ill. 23.

Facts: The Illinois Act of 1901, exempts from the inheritance tax of Illinois property devised to the use of religious, educational or charitable corporations. Fannie Speed, deceased, by her will, devised certain real estate in the city of Chicago to the Board of Education of the Kentucky Annual Conference of the Methodist Episcopal Church, a corporation of Kentucky, with power to form an educational fund for the promotion of literature, education and religion in Kentucky. It is sought to subject the devise to the inheritance tax. The estate claims to come within the exemption. The state of Illinois claims that the exemption does not apply to foreign corporations.

Point Involved: Whether a state grant of immunities or privileges can favor a domestic over a foreign corporation without conflict with the provision of the federal constitution: "The citizens of each state shall be entitled to all the privileges and immunities of the citizens of the several states;" whether a corporation is a citizen within such provision.

MR. JUSTICE BOGGS: It has frequently been declared to be a well established principle of constitutional law that a corporation is not a citizen within the first clause of Sec. 2, of Article 4, of the Constitution of the United States, which declares the citizens of each state shall be entitled to all the privileges and immunities of citizens of the several states. A corpora

tion is a 'person' within the meaning of the concluding clause of the first section of the 14th amendment, which declares that no state shall deprive any person of life, liberty or property without due process of law or deny to any person within its jurisdiction the equal protection of its laws.

*

*

Question 636: (1) Is a corporation a "citizen" within the provisions of the United States Constitution?

(2) Is it a "person" within provisions using that word?

§ 640. (Corporations, Sec. 4.) Corporate entity not allowed to defeat responsibility of real principal.

Case 637. State, ex. rel. Watson v. Standard Oil Co., 49 Ohio St. 137.

Facts: Suit by the state of Ohio, upon the information of Watson, its attorney general, to oust the Standard Oil Company of its right to be a corporation in the state of Ohio, on the ground that it had abused its corporate franchises by becoming a party to agreements against public policy, namely, certain agreements constituting it a "trust." Defendant answered: "That said agreements were agreements of individuals in their individual capacity and with reference to their individual property, and were not nor were they designed to be corporate agreements, and defendant denies that said agreements have illegally affected it in its corporate capacity or that defendant has permitted its corporate powers, business and property to be exercised, conducted, and controlled in an illegal manner." The individuals named in the trust agreement were the chief owners of the stock of the Standard Oil Company, owning the greater part of its stock.

MINSHALL, J.: "Three questions arise upon the pleadings: 1. Should the defendant, The Standard Oil Company, be regarded as a party in its corporate capacity, to the agreement constituting the Standard Oil Trust. 2. Had the company power to become a party to such an agreement. 3. If so, is the right of the state to demand a forfeiture of its corporate franchises, or of the power to make and perform such agreements, barred by lapse of time.

"1. It will be observed, on reading the answer, that while the defendant denies that it 'entered into or become a party to either or both of the agreements in said petition set forth,' and also, 'denies that it has at any time or in any manner acquiesced in, or observed, performed or carried out either or both of said agreements,' it does