The “course of corporations” referred to was well established. The Master and Wardens of the Guild of Drapers in London, for example, could make “such ... pains, punishments, and penalties, by corporal punishment, or fines and amercements,” ... “as shall seem ... necessary,” provided their statutes were reasonable and not contrary to the laws of the kingdom. [Footnote: Herbert’s Livery Companies, i. 489.] In like manner, boroughs such as Tiverton might “impose and assess punishments by imprisonments, etc., and reasonable fines upon offenders.” [Footnote: See History of Tiverton, App. 5.]
But all lawyers knew that such grants did not convey full civil or criminal jurisdiction, which, when thought needful, was specially conferred, as was done in the case of the East India Company upon their petition in 1624, [Footnote: Bruce, Annals, i. 252.] and in that of Massachusetts by the charter of William and Mary.
Such was the undoubted theory, and evidently there must always have been some practical means of checking the abuse of power by these strong organizations. In semi-barbarous ages the sovereign took matters into his own hands by seizing the franchise, and even the Plantagenets repeatedly suspended or revoked the liberties of London,—often, no doubt, for cause, but sometimes also to make money by a resale; and a succession of these arbitrary forfeitures demonstrated that charters to be of value must be beyond the grantor’s control. Resort was had to the courts, as a matter of course, and finally it was settled that relief should be given by a writ of quo warranto, upon which the question of the violation of privileges could be tried; and curious records still remain of ancient litigations of this nature.
In 1321 complaint was made against the London Weavers for injuring the public by passing regulations tending to raise the price of cloth. [Footnote: Liber Customarum, i. 416-424.] It was alleged that the guild, with this intent, had limited the working hours in the day, the working days in the year, and the number of apprentices the freemen might employ; and the prayer was that for these abuses the charter should be annulled.
The cause was tried before a jury, who found the truth of some of the charges; but the judgment is lost, as the roll is imperfect.
There was danger, moreover, to the citizen from the oppression of these powerful bodies, as well as to the public from their usurpations; and were authority wholly wanting, argument would be almost unnecessary to prove that some appellate tribunal must always have had jurisdiction to pass upon the validity of corporate legislation; for otherwise any summary punishment might have been inflicted upon an individual, though notoriously unlawful, and the only redress possible would have been subsequent proceedings to vacate the charter.
Through appeals, corporations could be controlled; and by none was this control so stubbornly disputed, or its necessity so clearly demonstrated, as by the Governor and Company of Massachusetts Bay in New England. A good illustration is the trial of the Quaker, Wenlock Christison, for his life in 1661.
“William Leddra being thus dispatch’d, it was resolved to make an end also of Wenlock Christison. He therefore was brought from the prison to the court at Boston, where the governor John Indicot, and the deputy governor Richard Billingham, being both present, it was told him, ‘Unless you will renounce your religion, you shall surely die.’ But instead of shrinking, he said with an undaunted courage, ‘Nay, I shall not change my religion, nor seek to save my life; neither do I intend to deny my Master; but if I lose my life for Christ’s sake, and the preaching of the gospel, I shall save my life.’ ... John Indicot asked him ‘what he had to say for himself, why he should not die?’ ... Then Wenlock asked, ‘By what law will you put me to death?’ The answer was, ‘We have a law, and by our law you are to die.’ ‘So said the Jews of Christ,’ (reply’d Wenlock) ‘we have a law, and by our law he ought to die. Who empowered you to make that law?’ To which one of the board answered, ‘We have a patent, and are the patentees; judge whether we have not power to make laws.’ Hereupon Wenlock asked again, ‘How, have you power to make laws repugnant to the laws of England?’ ‘No,’ said the governor. ‘Then,’ (reply’d Wenlock,) ‘you are gone beyond your bounds, and have forfeited your patent; and that is more than you can answer.’ ‘Are you,’ ask’d he, ‘subjects to the king, yea or nay?’ ... To which one said, ‘Yea, we are so.’ ‘Well,’ said Wenlock, ‘so am I.’ ... ‘Therefore seeing that you and I are subjects to the king, I demand to be tried by the laws of my own nation.’ It was answered, ‘You shall be tried by a bench and a jury.’ For it seems they began to be afraid to go on in the former course, of trial without a jury ... But Wenlock said, ‘That is not the law, but the manner of it; for I never heard nor read of any law that was in England to hang Quakers.’ To this the governor reply’d ‘that there was a law to hang Jesuits.’ To which Wenlock return’d, ‘If you put me to death, it is not because I go under the name of a Jesuit, but of a Quaker. Therefore, I appeal to the laws of my own nation.’ But instead of taking notice of this, one said ‘that he was in their hands, and had broken their law, and they would try him.’” [Footnote: Sewel, pp. 278, 279.]
Yet, though the ecclesiastical party in Massachusetts obstinately refused to admit appeals to the British judiciary up to the last moment of their power, for the obvious reason that the existence of the theocracy depended upon the enforcement of such legislation as that under which the Quakers suffered, there was no principle in the whole range of English jurisprudence more firmly established. By a statute of Henry VI. passed in 1436, corporate enactments were to be submitted to the judges for approval; and the Court of King’s Bench always set aside such as were bad, whenever the question of their validity was presented for adjudication. [Footnote: Stat. 15 H. VI. ch. 6. Stat 19 H. VII. ch. 7. Clark’s Case, 5 Coke, 633, decided A. D. 1596. See Kyd on Corporations, ii. 107-110, where authorities are collected. Child v. Hudson Bay Co., 2 P. W. 207.]
But discussion is futile; the proposition is self-evident, that an association endowed with the capacity of acting like a single man, for certain defined objects, which shall attempt other objects, or shall seek to compass its ends by unlawful means, violates the condition upon which its life has been granted, transcends the limits of its existence, and forfeits its privileges; and that under such circumstances its ordinances are void, and none are bound to yield them their obedience.