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IXPRESS TROSTS. COR

- "VOLUNTARY ASSOCIJITIONS."

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Express trusts under the common law

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EXPRESS TRUSTS

UNDER THE COMMON LAW

A Superior and Distinct Mode of
Administration

Distinguished from Partnerships
Contrasted with Corporations

Two papers submitted to the Tax Commissioner of

Massachusetts, under Chapter 55 of the Resolves

of 1911, requiring a report from him on

" VOLUNTARY ASSOCIATIONS"

By
ALFRED D. CHANDLER, ESQ-

OF THE BOSTON BAR

BOSTON

Little, Brown & Co.

1912

The Riverdale Press, BrookUne, Mass., U. S. A.

By chapter 55, Resolves of 1911, the Tax Commissioner
of Massachusetts was directed to make an investigation
of Voluntary Associations organized or doing business in that
Commonwealth under a written instrument or declaration
of trust, the beneficial interest under which is divided into
transferable certificates of participation or shares, with a
view to determining the present legal status of such Volun-
tary Associations and whether or not their prohibition or
further control and regulation by that Commonwealth is
advisable and in the public interest. The resolve is as
follows : —

CHAPTER 55.
RESOLVE TO PROVIDE FOR AN INVESTIGATION OF VOLUNTARY
ASSOCIATIONS ORGANIZED OR DOING BUSINESS IN THIS
COMMONWEALTH UNDER WRITTEN INSTRU-
MENTS OR DECLARATIONS OF TRUST.

RESOLVED, That the tax commissioner is hereby authorized and
directed to make an investigation of voluntary associations organized or doing
business in this Commonwealth under a written instrument or declaration
of trust, the beneficial interest under which is divided into transferable
certificates of participation or shares, with a view to determining the pres-
ent legal status of such Voluntary associations, and whether or not their
prohibition or further control and regulation by the Commonwealth is advisable
and in the public interest. The attorney- general is hereby directed to give
the tax commissioner such assistance as the latter may desire in making
this investigation, and said commissioner may if he deems it advisable
hold public hearings, after due notice, and shall consult with the board of
railroad commissioners and the board of gas and electric light commis-
sioners with especial reference to the effect of such voluntary associations
upon the supervision and regulation of gas, electric light and street railway
companies in this Commonwealth. The tax commissioner shall report the
result of his investigation to the general court on or before the second Satur-
day of January, nineteen hundred and twelve, with such recommendations
as he may deem advisable: and he shall submit, with his report, drafts
of any bill or bills necessary to carry into effect any recommendation which
he may make. In conducting the above investigation, the tax commis-
sioner may employ such assistance and incur such reasonable expenses,
not exceeding twenty-five hundred dollars, as may be approved by the
governor and council; and said commissioner shall have power to require
the attendance and testimony of witnesses and the production of all books
and documents relating to any matter within the scope of the said investi-
gation. Witnesses shall be summoned in the same manner and be paid the
same fees as are witnesses in the municipal court of the city of Boston.
(Approved April 15, 1911.)

CITATIONS.

Page

Ames' Cases on Trusts 33

Bank of Topeka v. Eaton. 100 Fed. Rep. 8 32, 33

Black's Constitutional Law 10

Broadway Nat. Bank v. Wood, 165 Mass. 312 33

Brown v. Eastern Slate Co., 134 Mass. 590 33

Cooley's Constitutional Limitations 34

Cox V. Hickman, 9 C. B. N. S. 47; 8 H. of L. Cases 268 28, 29, 30

Eliotv. Freeman, 220 U. S. 178 13, 26

Everett v. Drew, 129 Mass. 150 28, 31

. Farmers' Loan and Trust Co. v. Chicago, etc., 27 Fed. Rep. 146 9

Federal Constitution, Art. FV, Sec. 2 9

Federal Statutes, Annotated, vol. 9, pp. 178-9 9

George on Partnership 30

Gilmore on Partnership 30

Gleason v. McKay, 134 Mass. 419 17, 18, 19, 23, 28, 29, 34

Governor Fernald of Maine 1

Hamilton's (Alexander) Works 6, 23

Hewitt V. Phelps, 105 U. S. 393 33

Hussey v. Arnold, 185 Mass. 202 32

Johnson v. Lewis, 6 Fed. Rep. 27 19, 28, 29

Lackett v. Rumbaugh, 45 Fed. Rep. 23 19, 27

Law Quarterly Review, Oct., 1905, p. 365 18

Mason v. Pomeroy, 151 Mass. 164; 7 L. R. A. 771 19, 28, 29, 33

Massachusetts Business Corporations, Hall 18

Mayo V. Moritz, 151 Mass. 481 19, 28, 29, 31, 33

Miller v. Simpson, 107 Va. 476; 18 L. R. A. (N.S.) 963, note 30

Minot V. Winthrop, 162 Mass. 113 34

Norton v. Phelps, 54 Miss. 467 33

Odd Fellows Hall Association v. McAllister, 153 Mass. 292 33

O'Keefie v. Somerville, 190 Mass. 110 17

Opinion of the Justices, 196 Mass. 603 17, 18, 23, 34

Page on Contracts 32

Parsons on Contracts 32

Parsons on Partnership 15, 27, 33

Paul V. Virginia, 8 Wall. 168 9

Perry on Trusts 9, 32

Phillips V. Blatchford, 137 Mass. 510 20, 28, 29

Ricker v. American Load and Trust Co., 140 Mass. 346 26

Roby V.Smith, 131 Ind. 342; 15L.R.A.792 9

Shirk v. City of La Fayette, 52 Fed. Rep. 857 9

Shumaker's Law of Partnership 30

Simmons, Mr. J. Edward (Banker) 20

Smith V. Anderson, L. R. 15, Ch. D. 247 19, 27, 28

Spotswood V. Morris, 12 Idaho, 360; 6 L. R. A. (N. S.) 665 16

Story's Equity 33

Taft V. Ward, 106 Mass. 518 20

Taylor v. Davis, 110 U. S. 330 19, 27, 31

Trustees' Hand Book, Loring 32

Underhill on Trusts 9, 33

Wald's Pollock on Contracts 22, 26

Warner v. Beers, 23 Wendell, 103 18, 22, 23, 32

Welles-Stone Mercantile Co. v. Grover, 7 N. D. 460; 41 L. R. A. 252 27, 28,

29, 32, 33

Woerner on Administration 31

Wilson, The Hon. Woodrow 5, 6, 20, 35

Express Trusts. Corporations.
"Voluntary Associations."

First Paper, November 20, 1911.

The Hon. Woodrow Wilson, in his cogent address entitled
"The Lawyer and the Community," before the American
Bar Association, at Chattanooga, Tenn., August 31, 1910,
transmitted later in pamphlet form, challenged the profes-
sion in demanding that the impersonal feature of corpora-
tions should be restricted as the one obstacle that has
blocked progress toward effective corporation reform. This
question, he says: —

"Stands in the foreground of all modern economic questions so far as
the United States is concerned." . . . "Liberty is always personal, never
aggregate; always a thing inhering in individuals taken singly, never in
groups or corporations or communities. The individual unit of society is
the individual." . . . "That is why I plead so earnestly for the indi-
vidualization of responsibility within the corporation, for the establishment
of the principle of law that a man has no more right to do a wrong as a
member of a corporation than as an individual."

Mr. Wilson was promptly advised from Boston that his
call upon the profession had been anticipated in Massachu-
setts by numerous Express Trusts declared in that state,
and which exercise the common-law natural right to employ
all the mere incidents or accessaries used in the manage-
ment or mobility of property, such as transferable shares,
bond issues, promissory notes etc., but which do not and
need not arrogate any essential of a corporation, such as
merging natural persons into an impersonal, artificial entity,
or suing or being sued under their designated name, and
which (with proper provision for reimbursement) place upon
Trustees a personal responsibility that corporate laws

are especially designed to evade, and which evasion, legal-
ized by State Legislatures, both confirms the popularity
and causes the condemnation of corporations.

Mr. Wilson was referred to, among others, the example
furnished a century ago by Alexander Hamilton, who em-
ployed this trust method — in use long before his day —
in organizing the Merchants Bank of New York; and he
was further reminded that some corporation promoters
might discourage this effective personal bulwark; and that
States like Maine and New Jersey, that have coined money
by marketing corporation charters created on the imper-
sonal basis, might frown upon this sound, independent,
common-law trust method of administration.

Mr. Wilson promptly expressed his sincere appreciation
of the information that had called his attention "to a most
interesting matter" which he wished "more carefully to
look into after the distractions of the present campaign are
over."

In guarding the State and the business world from the
pitfalls of impersonal corporate bodies, both the Bar and the
Bench should encourage the application to affairs of the
elastic, efifective, and well-grounded principles of common-
law Express Trusts. Mr. Wilson, in his Chattanooga
address, insisted that although

"Corporations must continue to be used as a convenience in the trans-
action of business, yet they must cease to be used as a covert to wrong-
doers."

And he added : —

"It is the duty of lawyers, of all lawyers, to assist the makers of law and
the reformers of abuses by pointing out the best and most effective way to
make it."

Express Trusts, which now meet with augmented ap-
proval in Massachusetts, and the merits of which the
country at large begins to appreciate, put the legal estate

entirely in one or more, while others have a beneficial inter-
est in and out of the same, but are neither partners nor agents.
This simple, adequate, common-law right, any person or
group of persons sui juris may exercise, the Trustees
issuing certificates of beneficial interest divided into shares,
as well as issuing bonds and other obligations, as freely as
they open a bank account, have a pass book, and draw and
circulate checks, or make whatever contractual relations
are allowed to persons as a natural right.

Express Trusts have been in successful operation in Great
Britain and America for generations. They have been
and are applied wisely in both hemispheres to property
valued at hundreds of millions of dollars. To affirm at
this date that considerations of public policy do not counte-
nance Express Trusts that utilize conventional business
accessaries is to challenge sound economics. Public policy
is not always immutable. Neither lawyers nor laymen
can ignore experience or the truth. It was Coleridge
who wrote that "A man who squares his conscience
by the law was a common paraphrase or synonyme of a
wretch without any conscience at all." If public policy
in this instance is to be measured — as it should be — by a
standard of stability rather than of instability, the startling
contrast presented later between Express Trusts and Massa-
chusetts corporations ought to modify some notions of
public policy. It is the substantiality of the trust principle,
based upon personal responsibility and efficiency, that has
so commended it over loose, evasive corporation laws found
from the Atlantic to the Pacific.

Well-drawn modern Express Trusts avoid no legal obliga-
tion, much less do they evade any. If perverted they
should of course be restrained. They avoid needless busi-
ness obstacles; they require no arbitrary fixed capitaliza-
tion; they can dispense with the deceptive fiction of a par
value, a fiction that the New York State Bar Association
is reported to have indorsed "as a tool of many rascals

and the honest servant of no man"; they promote sound
administration; they stimulate mercantile intercourse; and
they secure a higher standard of efficiency through active
Trustees than is generally attained through the usual per-
functory, often irresponsible, dummy, corporate directors
who fail to direct, and who when called to account in Court
are admonished that the high criterion of a trusteeship
should be their canon of conduct rather than that of a shifty
directorate.

Trustees under Express Trusts pay taxes on their real
and personal property. Trustees have to report fully to
their beneficiaries, or be called to account in Court by them.
Publicity, as with partnerships, is secured to all who are
entitled to it. Public curiosity — mere prying, or prurient
curiosity — - is not gratified, and ought not to be. The
Trustees are protected, as they should be, from personal
loss, by a provision for exoneration or reimbursement from
the estate, except in case of wilfull default or of fraud. The
customary provision in the declaration of trust requiring
all parties who deal with the Trustees to look to the estate
for ultimate security, rather than to the Trustees or to the
beneficiaries conforms with a common-law principle long
sanctioned. Such a provision is a strong assurance of the
merits of the Trust; because if its foundation does not
permit of a substantial superstructure, as the basis of
credit, the Trust is not likely to be declared or to induce
desirable Trustees to accept it. Corporations on the other
hand offer a premium, as it were, for a weak foundation based
upon an irresponsible artificiality, and hence go to the wall
by the thousands.

Express Trusts, under the common law, regulated by
equitable principles and practice, furnish some of the
highest models for administration. Corporations under
State laws invite and are responsible for the greatest busi-
ness scandals in our history. One who prefers to drink
from a pure spring on a common cannot justly be charged

with evading a nearby licensed barroom. The latter may
often be wisely avoided.

As for the equitable laws that regulate trusts and Trus-
tees, they are a well-formed system which Mr. Justice Story
pronounced as even more symmetrical in the United States
than the original system in England.

Mr. Perry, one of America's leading authorities upon
trusts, afifirms that: —

"Every kind of valuable property, both real and personal, that can be
assigned at law may be the subject-matter of a trust.'''' And further: —

"The person who creates the trust may mould it into whatever form he
pleases." (Perry on Trusts, I, §§67, 287; Underbill on Trusts, p. 57, Amer.Ed.)

The Federal Constitution protects Trustees as "citizens"
throughout continental United States; but corporations,
not being "citizens" as that word is used in the Constitu-
tion, do not have the privileges and immunities of citizens.
Corporations cannot enter another State except on the terms
which that State prescribes. But Trustees under a will, or
under an express declaration of trust, are natural persons
and are "citizens" in the fullest sense under the Constitu-
tion, and, as natural persons possessed of both state and
national citizenship, are "entitled to all the privileges and
immunities of the citizens in the several States."

Fed. Con., Art. IV. Sec. 2.

Farmers' Loan & Trust Co. v. Chicago, etc., 27 Fed. Rep. 146, 149.

Shirk V. City of La Fayette, 52 Fed. Rep. 857.

Roby V. Smith, 131 Ind. 342, 345-6; 15 L. R. A. 792, 794-5.

9 Federal Statutes Annot., pp. 178-9.

Mr. Justice Field of the Supreme Court of the U. S., in
his opinion in the famous case of Paul v. Virginia, 8 Wal-
lace, 168, 180, wrote: —

"It has been justly said that no provision in the Constitution has tended
so strongly to constitute the citizens of the United States one people as
this."

The purpose for which this clause was inserted in the
Constitution

"was to prevent the States from making invidious discrimination against
non-residents, and to promote ttie unification of the American people, by
breaking down State lines, in respect to the enjoyment of social and busi-
ness privileges and the favor and protection of the laws." (Black's Const.
Law, p. 292.)

In most cases business men do not need a corporate
charter, except for railroads, for the right of eminent do-
main, for banks, for insurance, and for certain public ser-
vice functions. In most cases the State gives no adequate
equivalent for its charter. It is often a useless incum-
brance; and it often stimulates mercantile iniquity.

Our corporation laws throughout this country have be-
come such a legalized means of evasion because of the
impersonality, the artificial entity which they sanction,
that they have elicited caustic criticism from executives,
economists, educators, and business men.

In conservative Massachusetts over four thousand (4,154)
of its State corporate charters, representing many millions
of dollars of authorized capital stock, were dissolved by its
Legislature in the last five years, an average of over two a
day, omitting those otherwise dissolved. This shows that
even Massachusetts' conservative corporation laws are a
delusive will-o'-the-wisp to thousands of impressionable,
misdirected people. This State incorporates about 1,200
or 1,300 companies a year, making for the past five years
from about 6,000 to 6,500, and over 4,000 — ^or about 64
per cent — were dissolved in that time. A very large num-
ber of Massachusetts corporations appear to be mere fugitive
organizations, based upon credulity, and to be plucked in
transit. This State cannot in justice demand the applica-
tion of such an administrative system to every enterprise.
It cannot properly insist upon a uniform, undiscriminating,
and often inferior business method, whether for industrial or

taxation purposes, and then as an excuse say that it is not its
function "to join in the futile attempt to save the foolish
from the consequences of their folly." The State's corpora-
tion record in a large part on this score is self-incriminating.
Here it is condensed, the list covering about ninety-four
pages of the State laws : —

MASSACHUSETTS CORPORATIONS DISSOLVED
IN THE LAST FIVE YEARS.

Number
Acts of dissolved

1907, ch. 290, pp. 226-250 1,164

1909, ch. 347, pp. 296-324 1,185

1910, ch. 609, pp. 662-684 932

1911, ch. 363, pp. 331-351 873

4,154

Contrast the above excessive corporate mortality with
the remarkable vitality of Express Trusts as furnished by
the lists of real estate trusts in Boston, published by Bur-
roughs & DeBlois,* the first of which appeared in 1899, and
contained seventeen such trusts, every one of which are
found today, with many more, on the monthly list which
that firm publishes, and which list now represents invest-
ments of about one hundred and ten million dollars.

We do not know the whole number of real estate and of
industrial common-law trusts, as well as partnerships, that
make use of transferable shares, and are now operating in
Massachusetts and elsewhere. But Express Trusts under
testamentary and other written instruments affecting inter-
ests large and small, as well as partnerships, number many
thousands.

Some States openly depend upon the liberality of their
corporate charters to pay their expenses and to cancel
their debts. Such a course is condemnatory. Sound finance
repudiates it.

♦Real Estate Trust Stocks, 30 Kilby Street, Boston.

Governor Fernald of Maine, in his address to the Legis-
lature of that State in 1909, while suggesting reform in its
corporate laws, stigmatized his State thus: —

"While it is true that the State is receiving large revenue from this source,
it is also true that, in a considerable measure, it is the price of prostitution. I
hope you will take steps to remodel them, along evident lines of reform,
thus restoring to Maine her self-respect."

Severer strictures than this can be produced from recog-
nized authorities in this country, as to the dishonor of cor-
porate legislation, and as to the iniquities of impersonal
and non-moral corporate-body acts that would expose indi-
vidual trustees under Express Trusts to personal liability.
While relatively the good wrought by corporations has been
very great, yet absolutely the volume of mischief they are
responsible for, and continue to invite, has been and is
enormous.

Nowadays the right to organize a corporation is almost
as free as the right to execute a deed of real estate; it has
been carried to the utmost irresponsibility; and one may
order and may receive, through the medium of charter
purveyors, a number of corporate charters representing
millions of capital, from any chosen State, almost with
the celerity that one may order and receive as many boxes
of cigars. Ordinary conveyancing, or constructive legal
drafting, are utterly outmatched in such a performance.

The proper initial deliberation and after responsibility
and attention that are respectively a condition precedent
to the formation and conditions subsequent to the accep-
tance and performance of a meritorious Express Trust,
proffer a wholesome corrective to the rash multiplication
of the many anemic, moribund corporations that Massa-
chusetts im providently creates, feels bound to nurse for a
while, and is then compelled to bury by the thousands.
Our next State Commission might well be one on Corpo-
ration Eugenics.

Long before it was given, the decision of the Supreme
Court of the United States last winter in Eliot v. Freeman,
220 U. S. Rep., p. 178, holding that Express Trusts in
vogue in Massachusetts and elsewhere are as free as part-
nerships from the application of the Federal tax on doing
business under a corporate charter, had been anticipated
and acted upon accordingly in Massachusetts. That deci-
sion has a wider significance than may be realized in the
transcontinental scope of its salutary application.

A few strong, permanent Express Trusts are worth more
to this State and to the United States than the entire 4,000
chartered Massachusetts corporations cast by the whole-
sale into oblivion in the last five years by their own pro-
genitor.

The Massachusetts Legislature passed a resolve (Resolves
of 1911, Chap. 55) to provide that the Tax Commissioner
shall make an "investigation of Voluntary Associations
organized or doing business in this Commonwealth under a
written instrument or declaration of trust, the beneficial
interest under which is divided into transferable certificates
of participation or shares, with a view to determining the
present legal status of such Voluntary Associations, and
whether or not their prohibition or further control and regu-
lation by the Commonwealth is advisable and in the public
interests." The Tax Commissioner was to report on this
on or before January 13, 1912.*

If such an inquiry is aimed at one or two exceptional
organizations affecting certain public service utilities, the
public should be frankly informed thereof. But if its object
is to put every personal Express Trust, and every partner-
ship, that makes use of transferable shares, on a level with
impersonal corporations, and to prohibit, or even to sub-

* His report is dated January 17, 1912, and found in House Document No. 1646.

ject every such Express Trust, and every such partnership,
to an inquisitorial State control, though they are not created
by the State, and are not all clothed with a public interest,
then its purpose assumes a scope that requires extreme
caution on the part of the Legislature.

Put in syllogistic form the prohibition aim of this
inquiry involves the following fallacy: —

Some "voluntary associations" have been holding com-
panies.
Some holding companies are said to have done harm.

Therefore public policy demands that hereafter all
"voluntary associations" shall be prohibited.

The irrationality of the above will be more apparent
if the syllogism is paraphrased thus : — -

Some lawyers have been Presidents of the United States.

Some Presidents are said to have done harm.

Therefore public policy demands that hereafter all lawyers
shall be prohibited.

This inquiry is directed to so-called "Voluntary Asso-
ciations." Can anyone satisfactorily define, or explain the
origin of, or justify the retention of that indefinite expres-
sion, "Voluntary Association"? Is its antithesis, an "In-
voluntary Association," ever used, either colloquially or
technically? The difference between creation by sovereign
power and creation by private contract is not a sufficient
basis for the term. The creation in both cases rests upon
volition. The sovereign does not force citizens to create;
organization is optional under the general corporation
laws. The term, however old, has no fixed application.
It is not analogous to a voluntary settlement or convey-
ance which depends upon a meritorious or natural rather
than a valuable consideration, upon blood or affection or

liberality than upon a compensatory or material advantage.
The definition of a "Voluntary Association" as given
in the Century Dictionary is : —

"A society which is unincorporated, but is not a partnership, in that the
members are not agents for one another."

The word "Voluntary" adds nothing definite to the
word "Association." The word "Association" is understood
to mean a body of persons united without a charter. "Asso-
ciations" are sometimes partnerships, and oftentimes not
partnerships. "The true test of partnership is the inten-
tion of the parties." (Parsons on Part. § 54.) Associa-
tions to produce something and divide the product are not
partnerships. {Id. § 61) : As to work a gold mine and
divide the gold; to make and divide bricks; to fish and
divide the fish caught; to manufacture and divide lumber.
{Id. § 61 note, and §§ 445, 446.) Clubs and associations
for social or charitable purposes are not partnerships.
{Id. § 60.)

Colloquially a "Voluntary Association" may be any group
of persons, whether incorporated or not, from the United
States Steel Company to a boys' baseball club, or a
women's sewing circle, united of their own volition; and
one and all will have a right to issue "transferable certifi-
cates of participation or shares," without thereby affecting
their legal status.

The "Ladies' Soldiers' and Sailors' Monument
Association" (161 N. Y. 353), or a farmers' association
to construct and operate a telephone line (122 N. Y. S.
610), or the "Washington Tent No. 1, Independent Order
of Rechabites," associated for temperance, sympathy, and
decent funeral obsequies (81 N. Y. 507), none of which
were held to be partnerships, might any or all have been
organized to use transferable shares, as well as the New
England Gas and Coke Co. and the New England Invest-
ment and Security Co. (198 Mass. 413, 425, 430), the

latter two representing many millions of dollars of capital,
and all of the above may be, as they are, referred to as
"Voluntary Associations."*

We have corporations, joint-stock companies (common
law and statutory!), partnerships, "trusts" (meaning com-
binations of corporations, a modern perversion or restric-
tion of the term trust) ; and now that inapposite, sweep-
ing, indefinite designation "Voluntary Association" has
become the subject of a legislative inquiry in Massachu-
setts, which if it results only in helping to drive that ex-
pression into disuse, will be beneficial.

To attempt through legislation to synonymize or to
put on a parity "Voluntary Associations," Partnerships,
and Express Trusts created by private contract, and
maintain that all three are like corporations created by
the State, and to be regulated like corporations, merely
because the common-law right of issuing shares is exercised
by any one or all of them, is to invite contention. And to
maintain that because some questionable "Voluntary Asso-
ciations" have overstepped the mark, that, therefore, all
Express Trusts, and Partnerships, and "good" "Voluntary
Associations," shall, without distinguishing between pub-
lic utilities and private enterprises, be "prohibited" or
"controlled and regulated" by the State, is fallacious and
prejudicial.

The confusion and the constitutional conflict such a
course might incite recalls the swift disposition the writer
made with the State authorities thirty years ago, in 1881,

*The definition given of "Voluntary Association" by the Tax Commissioner in

his Report — House Document No. 1646, p. 2 — is as follows: —

**The term voluntary association as generally used signifies an association of persons
with a combined capital, represented by transferable shares, for the purpose of carrying
on a common project for gain."

But this attempt to narrow the term by so restricting its scope is arbitrary. It
seeks to accentuate the features of transferable shares and of gain. But there are
innumerable so-called "Voluntary Associations" without transferable shares, and
very many with such shares carried on without trading with third persons for gain.
tSee the leading case of Spotswood v. Morris, 12 Idaho, 360; 6 L. R. A. (N. S.)
665 (1906).

of the Act of 1878, Chap. 275, to tax "companies, co-
partnerships and other associations, in which the beneficial
interest is held in shares which are assignable," etc., which
Act, not long after, received its judicial quietus as un-
constitutional by the decision in Gleason v. McKay, 134
Mass., 419 (1883), reaffirmed and given a new application
in O'Keeffe v. Somerville, 190 Mass., 110 (1906), and dis-
cussed in the Opinion of the Justices in 196 Mass., 603
(1908).

The supposition that transferable shares are a peculiar
prerogative or special privilege or attribute of corporations,
and that whoever uses them is to be disciplined as copying
an essential of a corporate State charter, or as availing
of an important characteristic of corporations, is a mis-
take. Transferable shares are not an essential, not even
an attribute, not an inseparable or distinguishing mark of
any corporation, but a mere incident or accessary of some
corporations.

The corporations that represent the largest aggregate of
capital, and whose total business now exceeds that
of the Nation itself, issue no shares; these are municipal
corporations. So, too, transferability of shares is not
essential to chartered colleges, academies, hospitals, and
other corporate institutions, founded by public endow-
ment or private beneficence. Nor are such shares neces-
sary in many scientific and literary societies for mutual
benefit or charity, in the funds of which the members
have a beneficial interest. On the other hand such a right
of transfer may be incorporated into partnership articles
or into testamentary or other express trusts, and become
a fundamental condition of them, without altering their
legal character, or trespassing upon any corporate attribute.

Legislatures and even Courts have occasionally fostered
the above misconception; and Courts have had to correct
themselves thereon. Mistaken ideas as to transferable

shares, as well as to other mere incidents of corporations,
were analyzed and exposed over seventy years ago in
New York in the leading case of Warner v. Beers, 23 Wendell
Reports, pp. 103, 116, 130, 145 to 151, 174 to 176 (1840).
Transferability of shares is recognized in Massachusetts
as a natural right at common law. Gleason v. McKay,
134 Mass., 419, 425 (1883). Opinion of the Justices, 196
Mass. 603, 627 (1908).

It is to be hoped that here in Massachusetts no revival
of the above-mentioned mistake will mislead either its
Executive, Legislative, or Judicial Departments to believe
that such an error can be justified either upon economic
or upon legal grounds. Our free common-law rights in that
respect rest on too broad and sound a footing to be cur-
tailed by an assumption so narrow and mistaken. The
acquisition of a formal charter of incorporation only
recognizes, but does not bestow, these rights. (See "The
Personality of the Corporation and the State," in 21 Law
Quarterly Review, p. 365 ; at p. 370, Oct., 1905.) As for
listing shares on Stock Exchanges, those Exchanges have
their own rigid rules of acceptance or rejection which form
a public safeguard.

The returns to the State required of corporations are
not because a corporation issues transferable shares, but
because the State is to keep information at hand of its
own corporate creations, or, as Mr. Hall expresses it: —

"The present law, passed in 1903, adopts the modern yiew that the State
owes no duty to investors to look after the solvency of corporations, and
that its sole obligation is to see that creditors and stockholders shall be at
all times informed as to the organization and management of the corpora-
tions to which it gives franchises." (Mass. Business Corp. Hall, p. 3, 2d Ed.)

The present Legislative inquiry under Resolve 55, Acts
of 1911, at the hands of the Tax Commissioner of the
State, appears to be based on the mistaken ideas (1)
that there is a corporate usurpation in all so-called "Volun-
tary Associations" whose beneficial interests are "divided

into transferable certificates of participation or shares";
and (2) that because the State feels bound to furnish in-
formation as to its impersonal — generally transitory —
corporations to which it gives franchises, and to regulate
those that are clothed with a public interest, therefore it
must furnish similar information as to private persons to
whom it gives no franchises and which they do not need,
and must regulate private interests even when not clothed
with a public character.

If such regulative or inquisitorial laws are to be valid
they should be uniform {Gleason v. McKay, 134 Mass.,
419, 425-6), applying to all without discrimination, and
should include also all partnerships, for such may issue
transferable shares representing millions of dollars. But
Constitutional provisions that prohibit unreasonable inter-
ference with private rights cannot be ignored.

The proper appellation for Declarations of Trust that
recognize common-law rights in matters of administration,
and that restore the personal equation which State cor-
porations evade, is "Express Trusts," the laws in regard
to which are well established. No such Declaration of
Trust should employ that all-inclusive, unfit term "Volun-
tary Association."

Trustees under Express Trusts are not agents, but prin-
cipals, having the full title and control ; and the beneficiaries
thereunder are neither partners nor agents. This is
elementary. If some authorities are wanted thereon the
following are to the point : —

Mayo V. Moritx, 151 Mass. 481, 484.

Mason V. Pomeroy, 151 Mass. 164; 7 L. R. A. 771.

Johnson v. Lewis, 6 Fed. Rep. 27, 28.

Taylor \. Davis, 110 U. S. 330, 334-5; 28 L. Ed. 163, 165.

Lackett V. Rumbaugh, 45 Fed. Rep. 23, 29.

Smith V. Anderson, L. R. 15, Ch. D., 247, 275-6, 284-5.

The above ruling cases are readily distinguished from the
familiar class that ascribe a partnership character to cer-

tain "joint-stock companies," "associations," and admitted
to be "co-partnerships," of which Taft v. Ward, 106 Mass.
518, and Phillips v.Blatchford, 137 Mass., p. 510, are types.

The late Mr. J. Edward Simmons, President of the
New York Chamber of Commerce, and for twenty-two
years President of the Fourth National Bank in New
York, in his address on Oct. 5, 1905, before the Maryland
Bankers' Association, on "Honesty is the Best Policy,"
forcibly emphasized the basic principle involved herein.
According to the New York Daily Tribune of Oct. 7, 1905, he

"laid his finger on the real trouble when he declared that the most demoral-
izing force in business today is the divestiture of personal honor and personal
responsibility allowed by modern methods. The extension of the principle
of incorporation has enabled leaders in business to set up two standards
of morality, to maintain a Jekyll and Hyde duality, and to do as members
of an impersonal and non-moral corporate body acts which they would
shrink from as individuals." . . . "What is wanted, if we are to preserve
rigid standards of honesty in business dealings, is adherence to the old
notion of personal responsibility and personal integrity."

"Men (said Mr. Simmons), who pose as the salt of the earth and who
condemn, without reserve, those who steal $50, or forge a check for $100,
or accept a bribe, will themselves make millions by lying, by fraud and by
bribery. In private life they are stainless, but in the interests of corpora-
tions, of the 'trusts,' of the gas company, of the railroad company, of the
insurance company,- they will have recourse to every villainy damned in
the decalogue."

The Hon. Woodrow Wilson, in his address at Chatta-
nooga, echoed the distinguished New York banker, Mr.
Simmons; and it behooves Massachusetts, now advancing
to restore that personality in administration which
is the basis of liberty and of sound finance, not to embarrass
that movement — which finds an efficient bulwark in
Express Trusts — but to consider legislation that will im-
plant more vitality at the inception of its impersonal
corporate creations, and thus protect these artificial
entities from premature oblivion.

Express Trusts. Corporations.
"Voluntary Associations."

Second Paper, December 6, 1911.

The public hearings given under Resolve, Ch. 55, Acts of
1911, have emphasized some common errors: —

FIRST: That Corporations are supposed to bestow numerous privi-
leges. Whereas for the most part they merely recognize and adopt certain
natural common-law rights that are not corporate prerogatives or privileges.

SECOND: That Corporations present the highest model for organized
capital. Whereas of the three standards of administration offered by (1)
Cori>orations, (2) Partnerships, and (3) Express Trusts, that of Corporations
is the lowest, while that of Express Trusts is the highest.

THIRD: That Express Trusts are Partnerships. Whereas the law of
Partnerships is a branch of the law of Principal and Agent, while Trustees
under an Express Trust are the absolute Principals, but accounting to the
beneficiaries, who have no powers either as Principals or Agents in actual
administration. This distinction is clear and indisputable.

FOURTH: That prohibitive, or repressive, or regulative legislation as to
common-law modes of administration can be partial or unequal. Whereas
inequality in that respect creates a Constitutional conflict.

FIRST.

That Corporations are supposed to bestow numerous privileges. Whereas
for the most part they merely recognize and adopt certain natural common-
law rights that are not corporate prerogatives or privileges.

Corporations, as a rule, bestow nothing save the artificial
entity that merges natural persons into an artificial being,
with the right to sue and to be sued in a corporate name;
and as the State creates these fictitious beings, it feels
bound to regulate them in some degree.

Whatever else most corporations possess beyond their
artificial entity and right of suit in their respective names,
are mere "consequences or incidents of incorporation rather
than primary constituents" (Wald's Pollock on Con.,
p. 126), such as issuing transferable shares, or limiting lia-
bility, or using a seal, or making by-laws, or purchasing
lands and chattels, these being merely a recognition and
adoption of natural common-law rights that any person
or persons sui juris may exercise without a charter. (See
Warner v. Beers, 23 Wendell, pp. 103, 116, 130, 145 to 151,
174 to 176. Wald's Pollock on Con., p. 296.)

"There are several very useful and beneficial accessary powers or attri-
butes, very often accompanying corporate privileges, especially in
moneyed corporations, which, in the existing state of our law, as modified
by statutes, are more prominent in the public eye, and perhaps sometimes
in the view of our courts and legislatures, than those which are essential
to the being of a corporation. Such added powers, however valuable, are
merely accessary. They do not in themselves alone confirm a corporate
character, and may be enjoyed by unincorporated individuals. Such a power is
the transferability of shares. . . . Such, too, is the limited responsibility. . . .
So, too, the convenience of holding real estate for the common purposes, exempt from
the legal inconvenience of joint tenancy or tenancy in common. Again: There is the
continuance of the joint property for the benefit and preservation of the common fund,
indissoluble by the death or legal disability of any partner. Every one of these
attributes or powers, though commonly falling within our notions of a
moneyed corporation, <^ guite unessential to the legality of a corporation, may be
found where there is no pretense of a body corporate; nor will they make one if all
were combined, without the presence of the essential quality of legal individuality,"
etc., per Senator Verplanck, in Warner v. Beers, 23 Wend. 103, 145-6, et. seg.

The court in that case (pp. 149-155) refers to several
trusts, and unincorporated associations, having the right
to employ such accessaries, one of the more prominent
being that of the Merchants' Bank, in the city of New
York, with limited liability, as well as transferable shares,
the articles of association for which were drawn by Alex-
ander Hamilton. (Hamilton's Works, Congressional Ed.,
VII. 838.)

"The most peculiar and the strictly essential characteristic of a corpo-
rate body, which makes it to be such, and not some other thing in legal con-
templation, is the merging of the individuals composing the aggregate
body into one distinct, artificial individual existence. Now this is not found in
the associations under the act." {Id. 23 Wend. p. 155.)

"By our common law as it would exist now, independently of statu-
tory restrictions, associations might be formed and trusts created,
having every one of the above enumerated characteristics, which have been insisted
on as essential to a corporation, except that personality forming its strict and
necessary essential legal definition." {Id. 23 Wend. pp. 152-3. See also 174-6.)

In the opinion of the Justices of the Supreme Judicial
Court of Massachusetts given to the State Legislature,
in 1908, on the taxation of transfers of stock, is the fol-
lowing : —

"None of these statutes implies that an excise tax may be laid upon a
company, association, or partnership engaged in a simple business, like
husbandry, merely because the members agree among themselves that
their ownership shall be represented by transferable certificates of shares.
Such an arrangement between two or more associates is a simple contract
which they have a right to mate, and which gives them no franchise or privilege from
the government. Such an arrangement does not distinguish them in any
way that the State can recognize and make the foundation of an excise
tax. This was expressly decided in G/easo» v. McATaji, 134 Mass. 419." Opin-
ion of the Justices in 196 Mass. 603, 627.

The above applies to the great generality of corporations.
The right of eminent domain given to some public service
companies and to municipal corporations, and certain
rights as to transportation, banking, insurance, etc., are
special privileges for which multitudes of corporations,
partnerships, and express trusts have no need, and give as
little cause, therefore, either for prohibition or for special
legislative control.

SECOND.

That Corporations present the highest model for organized capital.
Whereas of the three standards of administration offered by (1) Corpora-
tions, (2) Partnerships, and (3) Express Trusts, that of Corporations is the
lowest, while that of Express Trusts is the highest.

The frauds for which abuse of State legislation creating
artificial beings, called corporations, is responsible surpass
all means of ascertaining. They have become a national
scandal. It is the restoration of personal responsibility
that statesmen, economists, and the wisest legislators are
now demanding.

One of the oldest, and unquestionably the highest and
most efficient administrative method known is that through
Trustees. No higher standards of administrative conduct
are evoked by Courts than those which trusts require.
To attempt now to prohibit Express Trusts, or to bring
them to the level of corporations or impair their established
common-law freedom and utility by unnecessary visitorial
exactions, is such a blunder, that its manifestation must
be attributed to an oversight.

Not only are the principals of law and equity well estab-
lished in their application to Express Trusts, but they
have been successfully adopted for generations quite inde-
pendently of modern corporations, and in Massachusetts
they are applied to property valued at hundreds of millions
of dollars, with increasing approval among as able and
conservative business and professional men as are to be
found in New England.

If there have been efforts by any State Department to
discourage the application of these sound principles, and
the maintenance of that personality in affairs which corpora-
tions are designedly organized to suppress, they are to be
regretted.

The doctrine of reimbursement to trustees, and that of
a Hmited UabiUty between trustees and contracting parties,
are as much in harmony with pubHc poHcy, and are as
fundamental and well established as any doctrines under
which fiduciaries perform their duties, and in point of senior-
ity outrank later day limited liability partnership statutes
and limited liability corporation statutes, which public
policy accepts, such statutes being a recognition of the
common law. It may be safe to affirm that for a single
instance of disappointment in the application of these
doctrines there could be found thousands of instances
where the wisdom of their recognition and employment is
manifest.

To attempt now by general repressive legislation to inter-
fere with what has been acquiesced in so long, is so well
understood, is so useful, and so accordant with public
policy, would be an economic error.

Our laws in regard to testamentary trusts under wills,
and to conveyancing, are in daily force for the welfare of
individuals and of the State; but who would subvert their
confirmed principles because an occasional defective will
or deed appears? Such casual slips can be rectified by
themselves. The great current of legitimate procedure
in the execution of Express Trusts should not be embar-
rassed because of some suspected transgression or mis-
apprehended legal right.

THIRD.

That Express Trusts are Partnerships. Whereas the law of Partnerships
is a branch of the law of Principal and Agent, while Trustees under an Ex-
press Trust are the absolute Principals, but accounting to the benefici-
aries, who have no powers either as Principals or Agents in actual
administration. This distinction is clear and indisputable.

Joint-stock companies, as known in England and in
some of the United States,* are unknown to the laws of
Massachusetts.

Richer v. American Loan & Trust Co., 140 Mass. 346, 347-8.
Eliot V. Freeman, 220 U. S. 178, 187.

Express Trusts, whether created under wills, deeds of
settlement, assignments for the benefit of creditors, re-
ceiverships, or by special declarations of trust, to manage
property or carry on business, are neither corporations
nor joint-stock companies nor partnerships, but they em-
ploy a distinct and the highest known method of adminis-
tration.

"A lthough every trust may be said to include a contract, it includes
so much more, and the purposes for which the machinery of trusts is
employed are of so different a kind, that trusts are distinct in a marked way,
not merely from every other species of contract, but from all other con-
tracts as a genus." Wald's Pollock on Contracts, p. 231.

Debts incurred under Express Trusts are not the
debts of the beneficiaries under the trust, but are the
personal debts of the Trustees, who are not agents, but are
the absolute owners and principals. The Trustees have to
account, of course, to the beneficiaries; but the benefi-
ciaries have no partnership powers; and a strict Express
Trust cannot be held as to its beneficiaries to be a partner-
ship, with partnership powers and liabilities, without creat-
ing confusion and a mischievous subversion of established
principles.

*New York, New Jersey, Pennsylvania, Virginia, Oliio, and Michigan.

"The issue or transfer of a share in a joint-slock company makes the new
shareholder a partner, and a party therefore to all contracts made by the
company. In the case of a trust, the certificate holder is not a partner
or a party to any contract of the trustees." Parsons on Partnership, §449
(4th Ed.)

"To my mind the distinction between a director and a trustee is an
ssential distinction founded on the very nature of things. A trustee is a man who
'is the owner of the property, and deals with it as principal, as owner, and
as master, subject only to an equitable obligation to account to some
persons to Whom he stands in the relation of trustee, and who are his
cestui qui trust. . . . The office of director is that of a paid servant of the
company. A director never enters into a contract for himself, but he
enters into contracts for his principal, that is, for the company of whom
he is a director and for whom he is acting. He cannot sue on such con-
tracts nor be sued on them unless he exceeds his authority. That seems
to me to be the broad distinction between trustees and directors." Per James, L.J., in
Smith V. Anderson, L. R. 15, Ch. D. 247, 275-6.

"A trustee is not an agent. An agent represents and acts for his
principal, who may be either a natural or artificial person. A trustee may
be defined generally as a person in whom some estate, interest, or power
in or afiecting property is vested for the benefit of another. When an
agent contracts in the name of his principal, the principal contracts and is
bound, but the agent is not. When u trustee contracts as such unless he is
bound no one is bound; for he has no principal. The trust estate cannot prom-
ise; the contract is, therefore, the personal undertaking of the trustee. . . .
If a trustee, contracting for the benefit of a trust, wants to protect himself from individual
liability on the contract, he must stipulate that he is not to be personally responsible, but
that the other party is to look solely to the trust estate." Per Mr. Justice Woods in
Taylor v. Davis, 110 U. S. 330, 334, 335; 28 L. Ed. 163, 165. Lackett v. Rum-
baugh, 45 Fed. Rep. 23, 29.

"There is no analogy between an instrument which establishes an agency
and one which creates a trust. Where an agency exists, the principal may
at any moment interfere; and at all times he is, in legal contemplation,
in control of the business. Not so when a party has parted with the title
to his property, and has created a trust which vests in such trustee the
right to manage the business as the proprietor thereof, he being accountable
to the beneficiary, not as his principal, but as a mere cestui que trust, under
the terms of the trust instrument." Per Corliss, Ch.J., in Welles-Stone
Mercantile Co. v. Grover, 7 N. D. 460, 474; 41 L. R. A. 252, 257.

The literature upon this subject reveals that inattention,
in this important matter, to the distinction in corporate
powers between bestowing certain special r ghts and merely
recognizing and employing certain natural common-law rights,
has at times tended to a misapprehension, intensified by the

added mistake of regarding the relation between Trustee
and beneficiary as identical with that between principal and
agent.

But keeping the proper distinctions in view, the class of
Massachusetts cases that have recognized as partnerships
certain joint-stock companies, certain admitted to be asso-
ciations and admitted to be copartnerships (such as Phillips
V. Blatchford, 137 Mass. 510), are readily distinguished from
strict Express Trusts.

That Express Trusts are not necessarily partnerships was
unanimously decided by our Supreme Judicial Court,
through Mr. Justice Charles Allen, in Mayo v. Moritz,
151 Mass. 481, 484, when he wrote that: —

"The deed of trust does not have the effect to make the scrip-holders partners.
It does not contemplate the carrying on of a partnership business
upon the joint account of the grantor and the scrip-holders, and in this
respect the case is unlike Gleason v. McKay, 134 Mass. 419, and Phillips v.
Blatchford, 137 Mass. 510. The scrip-holders are cestui gui trust, and are
entitled to their share of the avails of the property when the same is
sold."

See also: — ■

Mason v. Pomeroy, 151 Mass. 164. (Mills in [Berkshire County,

Massachusetts, managed by trustees.)
Everett v. Drew, 129 Mass. 150, 151.
Johnson v. Lewis, 6 Fed. Rep. 27, 28.
Smith V. Anderson, L. R. 15 Ch. D. 247, 275-6, 284-5.
Cox V.Hickman, 9 C. B. N. S. 47, 98-9; 8 H. of L. Cases, 268,

312. H

Wells-Stone Mercantile Co. v. Grover, 7 N. D. 460; 41 L. R. A. 252.

In the case of the "Municipal Trust" of London, with a
capital of ^350,000, for the purpose of purchasing bonds
of municipalities within the United States, and which
came before the U. S. Circuit Court, it was held that: —

/ "The trust was not a corporation or joint-stock company or partnership, but u trust
formed by deed of settlement for the purpose of securing investments.
The Trustees were the legal owners of the trust property, and the
business of the trust was managed by them and "the Committee" cre-
ated by the deed for the benefit of the certificate holders, who were

strangers to each other, and who entered into no contract between
themselves, nor with any trustee on behalf of each other, and were not, there-
fore, partners." Per Caldwell, D.J., in Johnson v. Lewis et al., 6 Fed. Rep.
27, 28.

So when assignments for the benefit of creditors are
made, or a receiver is appointed, or the National Bank-
rupt Act is applied, putting the debtor's property into the
exclusive control of assignees or trustees, who may con-
duct the business (Bankr. Act, 1898, 2 (5); Mass. Rev.
Laws, Ch. 163, Sec. 64; Acts of 1910, Ch. 141), the bene-
ficiaries or creditors do not become partners. Nor does a
trustee's exercise of the common-law right to issue certi-
ficates of beneficial interest alter the legal status of the
parties, or borrow any corporate privilege.

A leading case on this is found in Welles-Stone Mercantile
Co. V. Grover, 7 North Dakota, 460; 41 L. R. A. 252, wherein
two Massachusetts cases {Gleasonv. McKay, 134 Mass. 419,
and Phillips v. Blatchford, 137 Mass. 510) were cited by the
losing party to maintain that beneficiaries under a trust
were partners, but the Court through Chief Justice Corliss,
in a strong, comprehensive opinion, determined that the
relation created by the instrument of assignment which
authorized the operation and management of the business,
was that of trustee and beneficiary and not that of principal
and agent, and hence that the beneficiaries were not partners.
The Chief Justice relied, among many others, upon the
Massachusetts cases of Mayo v. Moritz, 151 Mass. 481,
and Mason v. Pomeroy, 151 Mass. 164. Strong reliance
was also placed by the Court on the leading English case
of Cox V. Hickman, 9 C. B. N. S. 47; 8 H. of L. Cases, 268;
where after various appeals the law lords (Lord Chancellor
Campbell and Lords Brougham, Cranworth, Wensleydale,
and Chelmsford) were unanimous that no partnership arose
in the case of property placed in the hands of Trustees to
manage for beneficiaries. .

While the law as to Trustees and beneficiaries is not a
branch of the law of principal and agent, yet just the reverse
is the case as to partnerships, for

"The law as to Partnerships is undoubtedly a branch of the law of
principal and agent; and it would tend to simplify and make more easy
of solution the questions which arise on this subject, if this true prin-
ciple were more constantly kept in view. Mr. Justice Story lays It down
in the 1st section of his work on Partnership. He says, 'every partner
is an agent of the partnership; and his rights, powers, duties, and
obligations are in many respects governed by the same rules and principles
as those of an agent. A partner, indeed, virtually embraces the character
both of principal and agent,' per Lord Wensleydale, in

Coxv. Hickman, 9 C. B. N. S. 47, 98-9; 8 H. of L. Cases, 268, 312.

This case in now generally adopted in the United States.
George on Partnership, 37, 43.
"True partnership results from the intention of the parties."

Gilmore on Partn., p. 10 (1911).
"The rule which made the sharing of profits a test of partnerships rather
than a test of intention to form a partnership was overthrown in England,
and was never generally accepted in the United States."
Gilmore on Partn., p. 19.
"A true partnership is always formed by virtue of a contract between all
the parties, and never by operation of law."

Shumaker's Law of Partn., p. 4.
"Under the modern doctrine of partnership, persons are not liable to
third persons as partners, although they share profits, unless

(a) They are really partners inter se or

(b) Have held themselves out as partners under such circumstances as
to estop them from denying it."

Shumaker's Law of Partn., p. 16.
"The intention of the parties, as gathered from a construction of the con-
tract they have made, is the real test of the existence of a partnership."
Shumaker's Law of Partn., p. 21.

See also the elaborate foot note to Miller v. Simpson,
107 Va. 476, in 18 L. R. A. (N. S.) 963 to 1106, and espe-
cially article XIII therein, on "The passing of the old and
advent of the new test of partnership," p. 1066 et seq.;
also article XIV therein on "The agency test," p. 1072; and
article XXVI, the "Conclusion," p. 1105.

Partners, therefore, are both principals and agents, as man-
ifested by the intention of the parties under their con-
tract. Beneficiaries under strict Express Trusts cannot be

partners, because they can be neither principals nor agents,
the Trustees being the absolute principals, but bound to
account to the beneficiaries as cestui que trustent.

Everett v. Drew, 129 Mass. 150, 151.
Mayo V. Moritz, 151 Mass. 481, 484.

That individuals, or executors and administrators, or
assignees and receivers, or partners under articles of co-
partnership or under statutes as to limited partnerships,
and a fortiori trustees under a will or under a deed of
settlement or under an express trust, may lawfully limit
their liability, accords with established doctrines of restric-
tion by agreement or of stipulations limiting liability.

Taylor v. Davis. 110 U. S. 330, 334-5, 28 L. Ed. 163, 165.
Am. & Eng. Eneyc. Laws 22, pp. 142, 173.

Executors and administrators "are regarded in almost
every respect, in courts of equity, as trustees'' (Woerner on
Administration, pp. 10, 798, 1117); their title, however,
in the estate of the deceased is in autre droit merely {id.
p. 386; 207 Mass. 6, 10); but the title held by Trustees
under an Express Trust is absolute in the Trustees.

It is incorrect to say that because stockholders in cor-
porations are accorded certain exemptions from liability,
that therefore trustees, partners, and others who employ
the common-law right of limiting liability, are imitating
corporations, or arrogating some of their privileges, for
it is the corporations that are allowed to imitate or to rec-
ognize and employ just what individuals and trustees and
partners have a natural common-law right to do, and
have been doing for an indefinite period, without bor-
rowing any later day corporate incident.

In substantiation of the right of Trustees to limit their
liability by contract under the common law, the following
authorities are conclusive : —

"A trustee can be held personally for material ordered by him for the
trust estate, and on contracts made by him in its behalf, unless there be
a special agreement to look only to the trust."

I. Perry on Trusts, § 437a and cases.

"By using appropriate expressions the trustee can exempt himself alto-
gether from personal liability or limit his liability to the extent of the trust."
Trustees' Handbook, Loring, pp. 28, 77, 78, and cases. (3d Ed.
1907.)

"The legal estate is in the trustee, and the equitable estate is in the
cestui gue trust; but as the trustee holds the estate, although only with the
power and for the purpose of managing it, he is bound personally by the
contracts he makes as trustee, although designating himself as such; and
nothing will discharge him hut an express provision, showing clearly that both
parties agreed to act upon the responsibility of the funds alone, or of some other responsi-
bility, exclusive of that of the trustee."

I. Parsons on Contracts, p. 122. (8th Ed.)
II. Page on Contracts, § 990, and many cases.

"The right of making a contract, whereby those who tender it stipulate
not to be bound beyond the amount of some specific pledged fund, must
be a natural right growing out of the very nature of contracts." Per Verplanck, Sena-
tor, in Warner v. Beers, 23 Wendell, 103, 151.

"In dealing with the business world, a trustee cannot escape personal lia-
bility unless he lawfully restricts his liability in the contract itself." . . . Of course,
the parties may agree that the trustee shall not be held personally on the contract, but that
only the trust estate itself shall be chargeable with the debt. In such a case . . . the
trustee is not bound, but the fund is." Per Corliss, Ch. J., in Wells-Stone Mercantile Co.
V. Grover, 7 N. D. 460, 463, 464; 41 L. R. A. 252, 253, 254.

Bank of Topeka v. Eaton, 100 Fed. Rep. 8 (C. C.-Mass.-1900.)

Chief Justice Knowlton in his opinion in Hussey v.
Arnold, 185 Mass. 202, 204, says: —

"Whether the trustees in this case, in dealing with the petitioner,

provided against personal liability in accordance with the direction in the agreement, as
they might do (see Shoe & Leather Nat. Bk. v. Dix, 123 Mass. 148), does not
appear." . . . "If the trustees contracted in the usual way without referring
to anything which would limit the liability resulting from an ordinary contract, they are
personally liable," etc.

Later in this opinion the Chief Justice, however, inter-
jects a dictum as to

"considerations of public policy in an attempt of this kind to do business
without a legal liability of anybody for debts incurred by the trustees."

But the Chief Justice appears to disparage (1) his previous
recognition of the common-law right to Hmit liability to
the fund or property; (2) the declaratory incorporation

of that common-law principle in limited partnership and
in corporation acts; and (3) the everyday successful
administration entirely in accord with public policy, under
this trustee system, and under common-law rights, of prop-
erty valued at hundreds of millions of dollars. Also (4) the
Chief Justice's reference to the trustees, "As agents and
trustees" (p. 204), appears to overlook the doctrine that
trustees are not agents, but principals; and (5) he appears
to slight the equitable relief attainable against the estate held
by the trustees, and the settled doctrine of equitable ex-
ecution upon the trustees' right of exoneration, as deter-
mined in the case of Mason v. Ppmeroy, 151 Mass. 164,
167, recognized also in Mayo v. Moritz, 151 Mass. 481,
484-5, in Odd Fellows Hall Association v. McAllister, 153
Mass. 292, 297, and in Broadway Nat. Bk. v. Wood, 165
Mass. 312, 316 See also: —

Hewitt V. Phelps, 105 U. S. 393, 400; 26 L. Ed. 1072.

Story's Eq. II. § 978 n. (c) and cases.

Wells-Stone Mercantile Co. v. Graver, 7 N. D. 460; 41 L. R. A. 252,

and cases cited.
Brown v. Eastern Slate Co., 134 Mass. 590.
Norton v. Phelps, 54 Miss. 467, S. C. Ames' Cases on Trusts, 420

(2d Ed.), and cases cited.
"Liability of Trust Estates for Contracts Made for Their

Benefit." 15 Am. Law Rev. 449-462.
"Undisclosed Principal." By James Barr Ames, in Yale Law Journal,

May, 1909, pp. 450, 451.
Bank of Topeka y. Eaton, 100 Fed. Rep. 8 (C.C.-Mass.-1900).
Parsons on Partnership, § 447, and cases (4th Ed.).
Underbill on Trusts & Trustees, §§ 347, 348 (6th Eng. Ed.).

FOURTH.

That prohibitive or repressive or regulative legislation as to common-
law modes of administration can be partial or unequal. Whereas inequality
in that respect creates a Constitutional conflict.

Prohibitive, repressive, or regulating laws should be uni-
form; and if any attempt is made to select Trustees who
issue transferable certificates under Express Trusts and to
omit Trustees who do not issue such certificates, or to select
partners who issue transferable shares and to omit part-
ners who do not issue such shares, or to select Trustees and
to omit partners, the Constitutional point of inequality
is likely to arise, as in Gleason v. McKay, 134 Mass. 419,
425-6, which case set aside as unconstitutional the Act
of 1878, Chap. 275, to tax "companies, copartnerships, and
other associations, in which the beneficial interest is held
in shares, which are assignable," etc.; for as Chief Justice
Field said, in Minot v. Winthrop, 162 Mass. 113, 122,
and quoted with approval by Chief Justice Knowlton and
others in the opinion of the Justices in 196 Mass. 603,
628: —

"As the tax considered in Gleason v. McKay was not upon a business or
employment, and as there was no franchise or privilege conferred by the
Legislature, the distinction between partnerships with transferable shares and those
without rendered the tax unequal and unreasonable, because it was a discrimination
founded upon an immaterial fact."

"Every one has a right to demand that he be governed by general rules,
and a special statute which, without his consent, singles his case out as
one to be regulated by a diflerent law from that which is applied in all
similar cases, would not be legitimate legislation, and would be such an
arbitrary mandate as is not within the province of free governments." . . .
"Equality of rights, privileges, and capacities unquestionably should be
the aim of the law." . . . "The State, it is to be presumed, has no favors
to bestow, and designs to inflict no arbitrary deprivation of rights." (Cooley's
Const. Limitations, pp. 559, 562, 563, 7th Ed.)

The stampede to organize under corporation laws, and
thus try in many cases to obtain something for nothing,
by evading personal responsibility, has been perverted into
a national disgrace, as the Hon. Woodrow Wilson so force-
ably presented to the legal profession in his address at
Chattanooga in 1910.

It is the duty of that profession and of the Legislature,
if any legislation is really necessary upon this score, rather
to confirm the common-law natural right of all persons
sui juris to manage affairs, whether as individuals, or as
partners, or as assignees, or trustees under Express Trusts,
as they now do, than to encourage the use of evasive cor-
porate charters. In the great majority of cases adminis-
tration through Express Trusts is superior to that of any
other method.

Mortality in Massachusetts for human beings has aver-
aged during the past five years about sixteen (16) per cent
for every 1,000 persons. Mortality for corporate beings
with Massachusetts' imprimatur has averaged for the
same period about sixty-four (64) per cent.

Express Trusts are constitutionally far more healthy.

Corporate impersonality in admnistration invites both
fraud and disaster. Trust personality is the strongest
safeguard against them.

( (

EXPRESS TRUSTS UNDER THE COMMON LAW."
By Alfred D. Chandler, Esq.,

SUPPLEMENT.
June 15, 1912. *

The Legislature of Massachusetts during its session
of 1912 has acted upon the Report of the State Tax Com-
missioner, made under Chapter 55, of the Resolves of 1911,
requiring him to investigate and report upon "Voluntary
Associations," with a view to their prohibition or further
control and regulation, and two new laws have resulted,
neither of which prohibit Express Trusts or "Voluntary-
Associations."

One law (Chap. 595, Acts of 1912) authorizes corpora-
tions to be formed in Massachusetts to acquire, manage
and sell real estate, for a term not to exceed fifty years.
The other law (Chap. 113, of the Resolves of 1912) pro-
vides for a Commission to investigate the Holdings of
"Voluntary Associations" and Certain Corporations and
the Consolidation of Companies controlled by them, such
Investigation being specifically directed to certain public
utility Companies.

The Commission is to be composed of the Attorney
General, the Board of Railroad Commissioners, the Board
of Gas and Electric Light Commission, two members of
the Senate, and four members of the House of Represen-
tatives, and it is to report to the next General Court not
later than January 5th, 1913.

Otherwise Express Trusts whether for the administra-
tion of real estate or for industrial or commercial uses are
not affected.

CONTINUED DISSOLUTION OF
MASSACHUSETTS CORPORATIONS.

On pages 10 and 11 of *' Express Trusts under the Common Law'*
the excessive mortality in conservative Massachusetts of its State cor-
porate charters is presented, showing that in five years prior to 1912
Massachusetts corporations to the number of 4,154 were dissolved, or
about 64 per cent, of the whole number created in that period.

The Massachusetts Legislature of 1912 has continued this elimina-
tion by dissolving 929 more of that State's corporate creations, a copy
of the Act being here printed in full as impressive proof of the illusion ana
instability of impersonal corporate bodies even in a conservative State.

What the death rate of corporations is in other States is not known,
but the Boston News Bureau for Dec. 4, 1911, affirmed that: —

"In California about 4000 corporations will dissolve on Nov. 30, because of their
failure to pay the required license tax; and in Missouri about 4000 more are liable to
dissolution because of their failure to file the annual anti-trust statement required by the
State law.

The corporate form of ownership is much less prevalent there (West and South) ;
and in consequence, dependence upon corporations is less general, and toleration of
their methods is less in evidence."

LAWS OF MASSACHUSETTS, CHAPTER 313, ACTS OF 1912,

"AN ACT
to Dissolve Certain Corporations.
Be it enacted, etc., as follows:
Section 1. Such of tlie following-named cor-

£ orations as are not already legally dissolved are
ereby dissolved, subject to the provisions of sec-
tions fifty-two and fifty-three of chapter four
hundred and thirty-seven of the acts of the year
nineteen hundred and three: —

A.
A.
A.

A,
A,
A,

A.
A,

E. Ellis Building Co.

H. Rice Lumber Company

J. Leg^-Bakei: Company, The

L. Whittemore Company

Lowenstein and Sons (Incorporated)

M. Abels, Inc.

M. Thomas Company

S. Alley Company
Abbott-Detroit-Boston Company
Abram French Company
Ackotist Player Piano Company
Acme Wet Wash Company
Adams Trust Company
Adamson Publishing Company
Adco, Inc., The

Aeroplane Company of America
Agawam Telephone Company
Alberta Cereal Company
Alden and Tarbox, Incorporated
Alhambra Mining Company
Allen-Guild Amusement Company Inc.
AUen-RandaU Company
Along The Coast Publishing Co.
Alstead Mica Company
Alton Chemical Company
Amalgam Mining and Milling Company, The
American Automobile Company

American Biscuit Company

American Builders Finish Co.

American Canadian Publishing Company

American Canvas Goods Company

American Citizen Co.

American Co-operative Association of New Eng-
land, The

American Fibre Machine Company

American Fruit and Products Co.

American Good-Will Co.

American Handle Company

American Heel Company

American Industrial Corporation

American Iron Company

American Kaolin Putty Corporation

American National Film Company

American Rapid Transit Company

American Shoe and Leather Fair Company

American Trading Company Inc.

Anchor Paper Box Company

Anderson's, Inc.

Andrew M. Cusack Company

Angler Company, The

Annex Cigar Store Co.

Anti-Germ Drinking Fountain Company

Apparel Retailer Company

Arcade Drug Company of New Bedford, The

Armstrong Lumber Company, The

Ashbumham Mills

Ashburnham Reservoir Company

Ashland Portable Company

Associated Retail Dealers' Conlpany

Atlantic Coast Forest Preserve and Improvement
Company

Atlantic Confectionery Co.

Atlantic Investing Company

Atlets Concrete Construction Company

Atlas Construction Company

Atlas Manufacturing Company

Atwood Mitchell Company, The

Auerbach and Co., Inc.

Austin Company, The

Austin Engineering and Construction Company

Auto Goods Company

Auto Supply Credit Company

Automatic Rapid-Unloading Company

Automatic Supplies Company

Automatic Time Table Company

Avon Lumber Company

Avon Woolen Mills Company

Azorean Company

B. G. Underwood Co., Inc.

B. M. Lovell Company

B. Spinoza & Company, Inc.

Bache-Hamlin Motor Company

Back Bay Theatre Company

Bacon Bros., Inc.

Badger Manufacturing Company, The

Bagley Construction Co.

Ball and Goodrich Company

Banker and Tradesman Press, Inc., The

Bankers' Investment Company

Bankers' Loan Company

Barber Machinery Company

Barberville Spring Water Company

Barlow Manufacturing Company

Barnes Company, The

Barrell Pneumatic Tire Protector Company

Barton Georges Creek Coal Company

Basile Automobile Company

Bates & Tyndall Incorporated

Bay State Cornice & Skylight Works

Bay State Dental Laboratory Company

Bay State Dredging Company

Bay State Fishing Company (Organized June 5

1905.)
Bay State Hame Company
Bay State Leather Company
Bay State Supply Company
Bay State Vineyard Company
Bay State Whip Company
Beacon Drug Company, The
Beacon Foundry Co.

Beacon Investment and Supply Company, The
Bedford Manxofacturing Company, The
Benjamin Hobart Company, The
Benoit Transmitting Power Co., The
Berkshire Creamery Co-operative Association
Berkshire Hosiery Company
Best Baking Company
Bestosking Packing and Supply Company
Black-on-White Reproduction Company
Blackmer Express Company
Blackstone Valley Lumber Company
Blake Motor Company
Blood-Reece Leather Company, The
Bon Ton Cloak and Suit Manufacturing Co.
Boston Amusement Company, Inc.
Boston and Haverhill Despatch Company, Thp
Boston & New York Hotel & Restaurant Co.
Boston Bargain House, Inc.
Boston Brokerage Company
Boston Carpet Company
Boston Coal Transfer Co.
Boston Coin Machine Company
Boston Cqld Storage Company
Boston Collapsible Couch Company
Boston Dental Mfg. Co.
Boston Fish Terminal Inc.
Boston Gas Engine Company

Boston Licensed Automobile Dealers Association,
Incorporated

Boston Motor Truck Association, Incorporated
Boston Net and Muslin Curtain Company

Boston Notion House, Inc.

Boston Parlor Frame Company ,

Boston School Company

Boston Silk Petticoat Company

Boston Specialty Co.

Boston Telegraph Institute, Inc.

Boston Toggle Company

Boston Tool Company

Boyce and Hatfield Hotel Company

Boynton Auto Express Co.

Bridge Company, The

Bridge Street Drug Company

Bridges Specialty Company'

Brldgewater Electric Company, The

Bristol County Furniture Company

Broadway Investment Company

Brockton Amusement Company

Brockton Ideal Shoe Company

Brockton Rubber Heel Company

Brockton Trap-Rock, Company

Bromograph Sales Company

Brosnihan Wrench Company. The

Brown Folding Umbrella Company

Brown Stocking Company

Burton Electric Cloth Treating Co.

Bushway Ice Cream Company (Organized Nov. 30,

1908)
Butler Motor Truck Company of New England
Buzzards Bay Oyster Company, The
Byron B. Moulton, Inc.
C. &. L. Manufacturing Company
C. D. R. Skirt Manufacturing Company
C. G. Flynn Leather Company
C. H. Brown Engine Company, The
C. H. Loveland Company
C. W. Alger Company, Incorporated
C. W. Wilcox & Son Company
Cambridge Amusement Company
Cambridge Department Store Company
Cape Ann News Company
Cape Cod Oyster Company, The
Carey Shoe Company
Caribbean Fruit Company
CsltI Seaberg Company
Carlton Hotel Company
Carson-Reidy Company
Castle Square Drug Company
Castle Square Garage, Inc.
(I^axton Printers, Limited, The
Central Chemical Company
Central Drug Company.
Century Monumental Works
Charles A. Masters Company
Charles Anderson Company
(iharles F. Going Company
Charles H. DivoU Company, The
Chas. S. Champney, Irjcorporated
(iharles W. Smith Company •
Chase & Baker Company
Chelsea Amusement Company
Chelsea Cordage Company
Chelsea Gas Light Company
Chelsea Spring Manufacturing Conapany
Chester Quarry Company, The
(ihoate Drug and Chemical Company, The
Church Press, Inc., The
Clapp Tea Company, The
ClsLTk Bros. Company
Clark Chemical Company
Clinton Fruit Company
CUnton Times Publishing Company
Cobb Stove and Machine Company
Cobum Auto Sales Company, The
Cohasset Electric Company
Collins Pharmacy, Inc.
Collver Tours Company, The

Colonial Garage, Inc.

Colonial Leather Goods Company

Colonial Printing and PublisMng Company

Colonial Silver Stores Company

Colrain Electric Light & Power Company, The

Columbia Inter -State Express Company

Columbia Machine and Wood Screw Company

Combination Envelope Company

Commercial Motor Vehicle Association of Boston

Commercial Oxygen Company, The

Commercial Pioneer Institution (Incorp.)

Conmionwealth Construction and Supply Company

Commonwealth Mining Company

Complete Combustion Utilities (Corp.)

Compressed Air House Cleaning Company

Conant, Whiting and Company (Incorporated)

Concord Publishing Company, The

Concord School Company

Confectioners' Machinery and Manufacturing

Company
Conlon Cab and Taxi-Cab Co.
Connery Transportation Company
Consolidated Rubber Tire Co. of Boston
Consolidated Secxirities Company
Consumers Co-operative Purchasing Company
Consum.ers Electric Company
Consumers Glue Company
Converse Laundry Company
Conway Chair Company, The '
Co-operative Merchants' Cash Stamp Company
Copley Motor Car Company
Copley Trust Company
Corinthian Artificial Stone Company
Couch & Seeley Co.
Crawford Machine Company
Crippen Player Company
Criterion Amusement Company, The
Criterion Company
Criterion Knitting Company
Crowell-Clark Company
Crowley and Gold Company
Crown Motor Vehicle Company
Cumberland Development Company
Cumings Theatre, Inc.
Cummings, Manufacturing Company
Cycloidal Engineering Company
D. C. Clark Shoe Company

D. F. O'Connell Company

Daley and Wanzer AUerton Express Company

Daley's Nantasket Express Company

Dalzell Axle Company

Davis & Company, Incorporated

Davis Automobile Sales Company, The

Dawson's Business College, Inc.

Deehan Drug Company

Deerfield River Corporation

Denison Sales Company

Derrin Ice Cream Company

Devonshire Confectionery Company

Dillon Stable Company

Dr. Burleigh Corporation, The

Dr. George W. Swett Company

Dodge Lubricator Company

Dodge Plating Works

Domestic Utilities Company

Dorchester Plastic Roofing Company

Drayton's Auto Express Company

Drew Munson Fruit Company

Duckworth Chain and M anuf acturing Company

Dunbar Boot Shop, Incorporated

Dunbar Manufacturing Company

Dunning Manufacturing Company. The

Dunstable Granite Company

Duplex Spring Protector Company, The

Durable Rug Company

E. & L. Comb Company

E. B. Wadsworth Co.

E. C. Campbell Co.

E. C. Fisher Corporation

E. D. Thayer Company

E. E. Brewster Company

E. F. Reece Company, The

E. H. Smith Company

E. Houston Company

E. P. Worth Manufacturing Company

E. P. Worth Shoe Co., The

E. S. Hulbert & Co., (Incorporated)

E. S. Hunter Plating Co.

E. S. Lincoln Inc.

Eagle Cotton Gin Company

East Watertown Drug Company, Inc.

Eastern Chemical and Supply Co.

Eastern Concrete Construction Company

Eastern Counter Company

Eastern Electric Company

Eastern Excelsior Company

Eastern Hardware Company

Eastern Sanitary Products Co.

Eastern Stone Ware Company

Eastern Trading Company

Eastern Wharf and Storage Company

Easthampton Co-operative Association

Eaton Building Co.

Economy Adjustable Reflector Company

Economy Pure Food Co.

Edwards and Finkelstein Company

Eldridge Ice Cream Company

Electric Diamond Grinder Company, The

Electric Textile Machinery Company

Electrical Exposition, Incorporated

Elk Horn Fibre Company

Elliott Specialty Company, The

Empire Sand & Gravel Company

Enterprise Comb Company

Enterprise Company of Pittsfield

Ernest C. Marshall Company

Eucalyptus Hardwood Timber Company

Eucathol Company, The

F. A. Hermann Company

F. D. C. Manufacturing Company, Inc.

F. D. Davis Company, The

F. E. Butterfield Manufacturing Company, The

F. H. Allis Company

F. H. Coyne Company, The

Fairbanks and Boynton Company, The

Fall River Brick and Concrete Company, The

Fall River Hotel Company

Farm Products Company of New England, The

Farr Remedy Company

Faulkner Pharmacy, Inc.

Fay Welding and Manufacturing Company

Federal Automobile & Manufacturing Company

Federal Securities Company

Federal Vending Company

Federation Bulletin Publishing Company

Feiner Charcoal and Coal Company

Ferguson- Blakeley Company

Femcroft Cabin Company

Field & Company, (Incorporated)

Fitchburg Trust Company

Flax Pond Fishing Company in Dennis

Fobes Hayward & Co., (Incorporated)

Forbush Penmanship System

Foster-Williams Shoe Co., The

Francis Dike, Inc.

Francis Jewelry Company

Francis Spring Co., Inc.

Franco-American Economic Association

Frank J. McPeake Company

Frank L. Rouse Co., Inc.

Franklin Amusement Company

Franklin Power Company

Fred A. Day Corporation

Freeman Clothing Company

Friedman Confectionery Company, The

Fuller & Lewis, Incorporated

Furniture Alliance, Inc., Ihe

G. L. Freeman Company

Gain Robinson Limriber Company

Gallagher and Munro Company

Gardner Finnish Co-operative Company

Gazetteer Publishing Company, The

Geer's Chemical Company, The

Gem Leather Cora,pany

Gem Refreshment Co.

General Trap and "Weir Company

George and Barry Leather Company

Geo. B. Doane & Son Company

George E. Feast Co.

George E. Martin Produce Company

Geo. G. Snow Company

George G. Veness Manufacturing Co., Incorporated

George J. Dunham Company

Gilmanton Lumber Company

Gilmore & Weniger Company

Globe Credit Company

Gloucester Dairy Company

Gloucester Manufacturing Company

Goodnow-Edmonds Company

Grafton Press, Incorporated, The

Graham, Moore Company

Greater Boston Cigar Company

Greylock Co-operative Creamery Association

Grit Shoe Company, The

Grocers Co-operative Cranberry Company

Grodberg-Hirsch Pants Manufacturing Company

Grossman Leather Company

Guaranty Investment Company

Guiana Rubber Company of America

Gussman and Company (Inc.)

Guy Hobbs Amusement Company, The

H. E. Allen Co.

H. E. Fiske Seed Company

H. F. Curtis Company

H. F. Hall Company

H. H. Newcomb Company

H. L. Tannenholz Company

H. L. Tuttle Clothing Company

Hale's Express Company

Hall & Company, Inc.

Hammond Clothing Company

Hampden Distributing Company

Hanson Grain and Coal Company

Happy Moments Co.

Harlow Lunch Company

Harper Fish Company

Harriman New Method Laundering and Cleansing

Company, The
Harrington and Company, Limited
Harrison Drug Co.
Harvard Baking Powder Company
Harvey Hospital (Incorporated)
Haviland Company, The
Hawthorne Pharmacy, The
Health Shoe Tree Company
Heath Engineering Company
Henry P. Wilson Company
Herbert L. Stearns Company
Herbert Manufacttuing Company
Herman Motor Car Co.
Higyene Company
Hillcrest "Water Company
Hillside Corporation
Hingham Seam Face Granite Company
Hirshe and Richenbiu-g Co.
Holland Company

Holyoke City Market and Grocery Company
Holyoke Warp Company

Hotel & Restaurant Holding Company

Howe and Fletcher, Inc.

Hub Automobile & Renting Company
, Hub Curtain Company

Hudson Lithuanian Corporation, The

Human Life Publishing Company

Hyde Park General Hospital, Inc.

Hygienic Supply Company

LB. Case Drug Company

I. L. Corthell Company

Ideal Silk Store, Incorporated

Imperial Laundry Machinery Company

Imperial Theatre Company

Impervoline Gil Products Company

Independent Auto Supply Co.

Industrail Comb Company

International Bedding Company

International Electric Company

International Oil Company

International Pneumatic Service Company

International Remedy Company

International Securities Company

Interstate Amusement Company

Interstate Shoe Cleaning Machine Company

Italian Co-operative Association of Beverly, Inc.

Italian Importing Company , Incorporated

Italo-American Construction Company

J. C. Parsons Company

J. D. Putnam Son Company

J. F. Elkins Co.

J. H. Young Company

J. J. Reagan Company

J. L. Bradley Company

J. L. Temple Co.

J. Lerner Company, Incorporated

J. M. Chandler Co.

J. Rush Green Company

J. W. Jordan Company

J. W. Luther Company

J. W. Spence Company, The

J. W. Tuttle & Sons Co.

Jackson Wire Company

Jamaica Amusement Company, The

James F. Buckley of Woonsocket, Rhode Island

(Incorporated)
Jamesville Construction Company
Jeremiah Clark Machinery Company
Jersey Fabric Company
John C. Frohn Company
John F. Gill Company
John J. Walsh Company, The
John L. Whiting and Son Company
John P. Keefe Leather Company of Salem, Mass.
John T. Lodge & Co., Inc.
John W. Watters Company
Jordon Drug Company, The
Joseph G. Fadden Company
Josiah Grossman Company
Keck Manufacturing Company
Kenerson Stamping and Tool Mfg. Company
Kenneth Motor Company
Kent Manufacturing Company
Kenubestos Valve Company
Kepp Manufacturing Company
Kidder C. Ames Blacking Company, Inc.
King of All Stropper Co.
Kinsley Iron and Machine Company
Knowlton Packing Company (1905)
Kosmos Oil Company
Kress Brothers Carriage Company
L. B. Gardner Company
L. D. Wass Company
L. L. P. Confectionery Company
L. M. Bowes Company, The
L. T. Barney & Co., (Inc.)
Lakeside Mantifacturing Company

Laminated Manufacturing Company

Langham Pharmacy, The

Larsson Whip Company

Laundry Specialty Company, The

Lawlor Sporting Goods Manufacturing Company

Lawrence Automatic Telephone Company

Lawrence Base Ball Association (1884)

Lawrence Independent Telephone Company

Leominster Fine Tool and Machine Works, Inc.,
The

Lester R. Moulton Company

Lever Cream Separator Company

Lexington Peat Company

Lithuanian and Polish Grocery and Provision
Company

Lithuanian Co-operative Association of Brighton,
Massachusetts

London Cloak Company

London Studios Incorporated, The

Lord- Travis Company, Incorporated

Louisburg Company

Louver Ventilator Company

Lowell and Fitchburg Electric Company

Lowell Hat Company

Lowell Storage Warehouse Company

Lucky Spud Company

Lynn Paste Manufacturing Company

Lynn RublDer Company

M. A. Power Co., The

M. E. Shattuck Cigar and Tobacco Company, The

MacLean Bros. Company

Mack Amusement Company

Mack and O'Connell Co.

Madame Cairns, Inc.

Manning and Armstrong Company

Manufacturers' Sales Company

Marble Quality Manufacturing Company

Marlborough Shoe Company

Marshall Worsted Co.

MarysVilie Wool Scoiu^ng Company

Massachusetts Aktzia Incorporated

Massachusetts and Rhode Island Despatch Ex-
press Company, The

Massachusetts Apple Orchards Company

Massachusetts Associates, Inc.

Massachusetts Automobile Company

Massachusetts Bond Guarantee Corporation, The

Massachusetts Caloric Bath Co.

Massachusetts Concrete Company

Massachusetts Construction Company

Massachusetts Correspondence Schools

Massachusetts General Business Company

Massachusetts Junk Collectors Corporation

Massachusetts Loan & Security Company

Massachusetts-Ohio Oil and Gas Company

Massachusetts Sales Company

Massachusetts Textile Manufacturing Company

Massachusetts Theatre Company

Massachusetts Trading Company

Massachusetts Vending Co.

Massasoit Whip Company

Matanzas Bay Company

Matheson Company of Boston

Maurice J. Borofsky Company

McPherson Bros. Co.

Mechanics Loan and Trust, (Inc.)

Mechanics Loan Co.

Mediterranean Yachting Club, The

Melcher Company

Men of Mark in Massachusetts Company

Mercantile Discount Company

Merchants Dye Works

Merchants League, Incorporated

Merchants Protective Association

Merrimac Amusement Company

Merrimac Valley Steamboat Company

Merritt Black Granite Company

Metropolitan Collections Company

Middle Creek Canon Coal Leasing Company

Middlesex Leather Company '

Middlesex North Pomona Grange Co-operative
Association

Middlesex Real Estate Association of Cambridge

Middlesex Traders Ice Company, The

Milliken and Robie, Incorporated

Mitchell & Harding Lumber Co.

Mitchell Coke Company

Modern Dress and Waist Company

Monarch Hammock Company

Momingside Company, (Inc.), The

Motor Car Renting Company

Motorcycle Specialty Company

Mount Washington Spring Company

Mulliken Oil Co.

Murch & Loomis Company

Music Hall Amusement Company

Mutual Shoe Company, The

Nahant Amusement Company

Nashua River Paper Company (1894)

Natick Citizen Printing Company, The

National Art Academy, Inc.

National Aviation and Construction Company

National Butchers' Tool Supply Company

National Cash Trading System Co.

National Chemical & Supply Co.

National Electric Equipment Company

National Envelope Sealing and Stamping Manu-
facturing Company

National Feather Dyeing and Cleaning Company

National Motion^ Picture Maunfacturing Company
The

National Motor Car Company of Boston

National Self -Warning Fire Alarm Co., The

National Textile Exposition, Inc.

National Theatre Corporation

National Ventilating Company, The

Naiunkeag Warehouse Company

Neponset River Coal Company

New Bedford Polo Association

New Bedford Waste Company, Inc.

New England Amusement Company, The

New England Automatic Shoe-Shining Company,
The

New England Barrel Machine Mfg. Co.

New England Collateral Loan Company

New England Delivery Co.

New England Furnace Company, The

New England Motor Truck Co.

New England Patent Stage Company

New England Shoe Manufacturing Company

New England Society, Inc., The

New England Trade Development Company, The

New England Trading Company, The

New England Underwriters, Incorporated

New Hampshire Rawhide Pulp Board Box Co.

New System Motor Company

New York Leather Company

Newton Kindergarten

Nichols-Hill Co., Inc.

Nickerson Manufacturing Company, The

Nicolet Optical Company

Norfolk and Bristol Gas and Electric Company

North Shore Automobile Company

North Shore Leather Company

North Shore Transit Company

Northampton Tobacco Co.

Northern Massachusetts Street Railway, Company

Noyes & Dewar Company

Oak Grove Farm Creamery Company

O'Brien Company

Old Colony Construction Company

Olds-Oakland Company of New England

Olympic Art Society

O'Neil Auto Garage Company

Onesimus Medical Company

Orient Distributing Co., Ltd.

Osgood Novelty Company

Overland Express Company, The

P. J. Ferguson Company, (Inc.)

Pacific Metal and Rubber Company

Paddon Motor Company

Pan-American Exporting and Importing Company,

The
Parisian Jewelry Company
Parker & Jacobs, Incorporated
Parker- Durant Co.
Parker J. Webber Company
Parker-Turco Company, The
Pastime Theatre Co. of Lawrence Inc.
Patent Stopple Manufacturing Company
Pawtucket Granolithic Construction Co.
Payson and Company, Incorporated
Peacock Company, The
Peck and "Whipple Company
Pelley Toilet Tissue Company
Pen and Pencil Magazine Company, The
People's Coal and "Wood Co.
People's Co-operative Society
People's Co-operative Store, The
Pepsinade Company, The
Perfect Hat Frame Machine Company
Perkins Manufacturing Company
Pernin School of Business Inc., The
Peteisburg Leather Company of Boston
Philbrick and Webster, Inc.
Pine Grove Mineral Spring Company, The
Pittsfield Aero Company
Pittsfield Soap Company
Plymouth Cement Stone Co.
Plymouth County Publishing Company
Pnetunatic Life Saving Jacket Company
Polar Brand Waist Company
Polish Co-operative Market, Inc.
Polish Co-operative Store, (Inc.), The
Polonia Baking Co.
Porter-Hildreth Company, The
Porter Manufacturing & Cement Company
Porter Whidded Company, The
Powers Lunch Company
Pratt-Reid Shoe Company
Premier Comb Company
Premier Leather Company
Priscilla Woolen Company
Prospect Farm, Incorporated
Providence Parcel Post Corporation
Prudential Supply Company
Puddington Manufacturing Company
Puritan Dental Co., The
Puritan Farm Products Company
Puritan Stain and Blacking Company
Queen Theatre Company
Quincy Adams Quarry Company
Quincy Hack and Stable Company
Quinsigamond Electric Power and Light Company
R. E. Willard & Son, Incorporated
R. Farland & Sons Company -
Ralph F. Russett Company
Randolph Baseball Association, Inc.
Ravenel Company, The (Organized April 27, 1911)
Redding Automatic Time Switch Company
Regal Motor Company
Reliable Auto Company
Reliance Motor Bus Company
Reliance Motor Truck Company of Massachusetts
Relindo Cushion Shoe Company
Remington Company, The
Rice Kendall Company, The
Richard Bros, and Company, Inc.

Richardson Provision Company

Richmond Iron Company, The

Richmond Lake Ice Company

Riverdale Woolen Company, The

Riverside Japannery, (Inc.), The

Robart-Carleton Co.

Robert H. Herriman Company, Inc.

Robert S. Jones Company

Rochester Hotel Company, The

Rock Ridge Farm Co.

Rocky Hill Crystal Spring Water Company

Roxbury Storage Salesrooms, Incorporated

Royal Manufacturing Company

Ruggles Motor Company

Russell M ines. Inc.

Ryder-Roberts Company, The

S. C. Talbot Corporation

S, D. Viets Company

S. G. Hall Manufacturing Company

S. Stayman Company

Safety Door Check Company

Salem, Beverly and Danvers Tow Boat Company,
The

Salem Shoe Manufacturing Company

Salem Stone Tool Company

Salisbury Beach Corporation

Samano American Company, The

Samson Draught Spring Company

Samuel M. Green, Incorporated

Sando Engineering Company

Sanford Whip Company

Sanitary Plumbing Co., The

Savin Drug Company, The

Sawyer, Regan Company

Schmalz Publication Company

Scott Manufacturing Company

Sears and Chapin Mining Company

Seeton Studio, Inc., The

Seldon Motor Car (Company of Massachusetts

Shaffer Sales Company, The

Sheepskin Company

Shelbume Falls Electric Light & Power Company

Shoe Buyers' Information Bureau

Shofit Mirror Company, The

Shredded Fibre Company

Sidney Drew Company, Incorporated
Sippewissett Hotel Company

Sisters Rosemary, Inc.

Sixth Oakland Syndicate, Incorporated

Smith and McNault Company

Smith Paper Company

South Shore Steamship Company

Southern Holding Company, The

Southern Illinois Coal Company

Southern Massachusetts Merchants Secret Service

Agency, The
Southgate Woolen Company
Sovereign Incandescent Light Company, The
Sparks Stain and Blacking Company, The
Specialty Distributing Company, The
Sprague and Breed Coal Company
Sprague Manufacturing Company
Springer Sanitarium Company, The
Springfield Brazing Company
Springfield Building Company
Springfield City Market Company
Springfield Hat and Cap Co., The
Springfield Hotel Corporation
Springfield Mica Company
Springfield Portable House Company
Springfield Storage Warehouse Company
Springfield Theatre Company

Springfield Theatrical Stage Hardware Company
Sproule Amusement Company, The
Standard Traction Tread Company

Star Laundry Co.

Sterling Fruit Products Company, The

Stevens-Sowers Motor Car Company

Stilson Motor Car Company

Stirk Manufacturing Company

Stockwell Brothers' Company

Stoughton Auto Express Company

Stoughton Lithuanian Co-operative Association,
The

Stoughton Record Company

Suburban Auto Supply Company

Suburban Club House Corporation

Suffolk Silk Company

Suomi Granite Company

Swanson, Toombs & Sximner Company

Sylvia Steamboat Co., The

Synthetic Company, The

T. Berman Co.

T. M. Smith & Co., Incorporated

Taconic Manufacturing Company

Talbot-Humphrey Company, The

Tappey-Kraus Calfskin Company

Taunton Taxicab Company

Tavella Shuttleless Loom Company

Taxa Cab Company of Cambridge

Taylor Motor Sales Company

Thomas J. Gavin Company

Thomas J. Young Company

Thos. W. Spencer Company

Thompson Lug Strap Company, The

Tower Engineering Company, The

Trade & Home Protection Company

Traders Wharf and Warehouse Company

Tribune Publishing Company

Tropical Shipping and Trading Company

Truscott Boat Manufacturing Company of Massa-
chusetts.

Tucker and Cook Manufacturing Com,pany

Tudor Farm Motor Car Club

Turner Last Manufacturing Company, The

Twin Polish Com.pany

Tyer-Collett Company, Inc., The

U. S. Automatic Lighting Company

Ungvasky Fur Company

Union Auto Transportation Company

Union Biscuit Company

Union Brick and Machine Company

Union Portsmouth Express Company

Union Shoe Company

Union Skewer Company

Unique Shoe Manufacturing Company

United Food Products Company

United Outfitters Company-
United Slipper Manufacturing Company

United States Airomotor Company

United States Optical Company

Universal Blade Stropper Co.

University Schools of Correspondence

V. H. Moody Shoe Company

Valley Falls Iron Foundry, Inc.

Verescar Paint Company

Vermont Lime Company, The

Vigosan Medicine Company, The

Vinemont Company, The

Vineyard Haven Electric Light and Power Com-
pany, The

Virginia Timber Co.

Vortex Vacuum Company, The

W. D. Brackett Company

W. E. Chipman Company

W. G. Hall Fur Company

W. H. Hayes Company

W. J. Paine Co.

W. J. Riley Company

W. R. Cox Co.

Waite-Robbins Motor Company

Waldorf Company, The
Wales Manufacturing Company, The
Walker Drug Company
Walker -Rintels Company, The
Waltham Artificial Stone Company, The
Waltham Gas Light Company
Warren Automobile Company
Warren P. Tobey Co.
Washington Lunch Incorporated
Washington Transportation Company-
Washington Trust Company of Boston
Water Power Development Company
Waterhouse Company, The
Waterproof Fibre Company
Waterproof Linen Co.
Waverley Drug Company
Weather- Leather Company, The
Weldon Leather Company
Wellesley Auto Transit Company
Wentworth, Good and Alger Company, The
West Lynn Lumber Company-
West Lynn Shoe Manufacturing Company
West Newbury Co-operative Creamery Company,

The
Westfield River Lumber Company
Wheeler and Shaw, Incorporated
Wheelock Fence Co.
Wheelock Rust-Proof Fence Co.
Whiben Sales and Advertising Company
White Eagle Bottling Company
White Star Laundry Company, The
Whitman Board of Trade Corporation
Whitman Pharmacal Company
Whitney Jewelry Company, The
Wilder P. Clark Company
William B. Hale Cigar Company, The
William H. Franklin Brass Foundry Company
William Morris, Incorporated
Winnisimmet Amusement Company, The
Winthrop Building Association, (Incorporated)
Witherell Fish Company, The
Wold Machine Company
Woods-Allis Company
Worcester Blacking Company
Worcester Hebrew Co-operative Market Co.
Worcester Leather and Heel Manufacturing Com-
pany, The

Worcester Railway Supply Co.
Worcester Stonebrick and Tile Company, The
World Glass Company
Worthington Transportation Company
Worthy Paper Company
Wright Company 25 Cent Stores, Inc., The
Wyoming Land & Live Stock Company

Sect. 2. Nothing in this act shall be construed
to affect any suit now pending by or against any
corporation mentioned in the first section hereof,
nor any suit now pending or hereafter brought for
any liability now existing against the stockholders
or officers of any such corporation, nor to re-vive
any charter previously annulled or corporation
previously dissolved, nor to make valid any de-
fective organization of any of the supposed cor-
porations mentioned in said first section.

Sect. 3. Suits upon choses in actions arising
out of contracts sold or assigned by any corpora-
tion dissolved by this act may be brought or prose-
cuted in the name of the purchaser or assignee.
The fact of sale or assignment and of purchase by
the plaintifE shall be set forth in the writ or other
process; and the defendant may avail himself of
any matter of defense of which he might have
availed himself in a suit upon the claim by such
corporation, had it not been dissolved by this act.

Sect. 4. This act shall take efEect upon its peissage.

Approved March 25,1912."

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Full text of "Express trusts under the common law : a superior and distinct mode of administration, distinguished from partnerships, contrasted with corporations; two papers submitted to the tax commissioner of Massachusetts, under chapter 55 of the resolves of 1911 ..."

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