such mammoth corporations as the great steel trust, the Standard oil trust, the sugar trust and the tobacco trusts. My aim will be to consider single corporations, or incorporated joint stock companies, created for the purpose of conducting business in its various channels, and upon a capitalization or basis of stock subscription within reasonable limits.

In comparison with other States, corporations, and especially private business corporations, have not been numerous in Virginia.

In Tate's Analytical Digested Index, covering the first fortythree volumes of the Virginia Reports down to and including 2d Grattan (1846), there are under the title of Corporations only twenty-two cases, and certainly not more than fourteen of these can be considered as relating to private business corporations, including the banks of the State, in the most of which the State itself owned large interests. The twenty-two cases mentioned embraced foreign as well as domestic corporations. It is true, under the head of Bank there are found to be eleven cases, and under the head of Mutual Assurance Society there are eleven cases, but a number of those under the last named two heads are duplicated under the more general title of Corporation. And under the title of Insurance there are only three cases in which corporations were directly interested as parties; and under the title James River Company, there are three cases. Those cases involving municipal corporations are few in number and are embraced under the general title of corporation.

In Martin's Index to the Virginia Reports, from Jefferson to Vol. 91, both inclusive, under the general title, Corporation, the cases are divided into two classes-the first class embracing those which relate to corporations in general; the other those relating to municipal corporations. The number of cases in the first class is about one hundred, many of them relating merely to the methods of service of process and to questions of pleading, practice and evidence; the number of cases in the other class, pertaining to municipal corporations, is about seventy

five. Under the title of Insurance there are about seventy And there are a few under the title of Bank, and possi- . bly also a few under some other title or titles.

cases.

In the eight volumes of Virginia Reports, from 1892 to 1898, both inclusive, there are reported about one hundred cases relating to corporations of all kinds other than municipal corporations, and of those relating to municipal corporations there are a little over thirty. It thus appears that during the period covered by the last named eight volumes, a little more than five years, there has been, comparatively, a striking increase in the business of our court of last resort involving the law relating to corporations.

This increase was doubtless due in a measure to the number of mushroom companies which sprung up during the recent "boom" period, which will be referred to a little further on.

The number and character of the cases that find their way to the court of last resort in a State from any particular department of the law, are perhaps a fair indication of the extent and importance of the business governed by the rules and principles of such department; and, judged by this test, corporations in Virginia, and especially domestic corporations, for the conduct of private business enterprises, have been neither numerous nor attractive to business interests in the past.

Another test of the value and importance of any branch of business in a State, and also of any particular agency or instrumentality by which business of any sort may be carried on, is the extent and character of the legislation relating to such business and to such agency or instrumentality. If corporations for the conduct of private business in the State in the past be judged by the condition of our own State law for their creation and government, one would not suppose that they had been regarded as of any great importance.

The body of our statute law to-day relating to all classes of corporations may be not inaptly designated as crudis indigestaque moles. This observation applies with special force to title 18 of the Code, purporting to treat of corporations generally, and to the first chapter of the next succeeding title, 19,

this latter title purporting to treat of chartered companies, common carriers and railroad commissioners. There is but one chapter, No. 46, in the consecutive numbering of chapters in the Code, in the first named title, and it covers only eight pages, the chapter heading being as follows: Of corporations generally; especially of the property a corporation may take and the disposition of it when the corporation is dissolved; crossings; connection of railroads terminating in a city or town ; incorporated companies to keep certain offices in the State, and every foreign corporation doing business in the State to appoint an agent therein upon whom process may be served.

An examination of the chapter itself shows that it is quite as much of a medley as its caption would indicate. Its heterogenous character is the more remarkable, in view of the fact that there is a much longer chapter in the Code, entitled Of • Works of Internal Improvement.

Several of the sections of chapter 46 make provision for the condemnation of lands wanted for works of internal improvement, and these same sections also provide for the condemnation of land by a county, city, town, the Institution for the Deaf and Dumb and Blind, and the several lunatic asylums of the State for their respective purposes; and there is no provision elsewhere in the Code authorizing the exercise of the right of eminent domain.

But the first chapter, under Title 19, is much worse than this. The chapter heading is "Of Joint Stock Companies Generally; and of Companies Chartered by Courts." Which of the provisions of this chapter relate exclusively to legislative charters, which to court charters, and which to both, it is difficult to determine with any degree of precision. The materials for this chapter were gathered from many Acts of Assembly, of limited scope, and passed at different times; and taken as a whole it is a notable piece of patchwork-a sort of legislative crazy-quilt.

I have heard competent lawyers discuss the question, whether a court charter could confer powers upon private business corporations wider than or different from those prescribed by

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our general statutes for corporations of like character chartered by the Legislature, and I am not advised that this question has ever been directly passed on by our Court of last resort.

Appended to the case of Haskin Wood Vulcanizing Company v. Cleveland Ship Building Company, as reported in the third volume of the Virginia Law Register, is a somewhat extended note, written on behalf of the late lamented Judge Burks, then editor of the Register, the object of which was to show that Sec. 1149 of the Code, contained in this chapter, prohibiting the creation of preferences by joint stock companies, applies to companies incorporated by the courts, and not to those chartered by the Legislature; and whilst our Court of Appeals in a recent case has held that this section does apply to corporations chartered by the courts, so far as my information extends it has never been decided by any tribunal whether it applies to corporations created by the Legislature or not, in the absence of any positive provisions in the charters themselves on the point. There have been other cases in which the prohibition against preferences has been upheld, but I do not recall that in any of them it appears that the corporation whose rights were involved had been chartered by the Legislature. This note shows more fully, perhaps, than it has been done elsewhere, the conglomerate character of this chapter.

Again, in the recent case of Coalter, Receiver v. Bargamin, et als., 99 Va., 65, this Court found it necessary to decide that when a charter has been granted by a Circuit Court, pursuant to Sec. 1145 of the Code, and lodged with the Secretary of the Commonwealth for recordation, the corporation so chartered has a legal existence, and may sue and be sued as a corporation, although the minimum capital, or indeed a single share of the capital stock, may not have been subscribed. Near the end of the opinion in this case the Court says: "We fully agree with the learned counsel for the plaintiff that no body of persons should have a corporate existence until the minimum amount of the company's capital had been subscribed, but that is a ques

tion of policy which the Legislature, not the Courts, must determine. We can only administer the law as it is written."

These cases are mentioned merely as illustrations of the many defects and uncertainties to be found in our statute law pertaining to corporations.

Between the years 1888 and 1892 there sprung up in different sections of Virginia quite a number of joint stock companies. which were chartered by the courts under our statutes, substantially the same then as they are now. These companies were usually designated as land and improvement companies. Nearly every one embraced in its scheme the building of a city or town and the establishment of manufacturing industries. In some instances, owners of lands near a railway station, or in some other locality supposed to be eligible for the purpose in view, capitalized their holdings at an extravagant valuation, then caused to be chartered a company and sold shares on the basis of such capitalization. In most instances, however, there was a syndicate of promoters who purchased lands from their owners with a view to their capitalization for joint stock purposes, and then formed a company to take them over at a price greatly in excess of that paid for them, the amount of the capital stock being fixed upon the basis of the increased valuation. Much rhetoric, always fervid and often glowing, was expended by the promoters, or at their instance, in the prospectus, designed to set forth the advantages and to forecast the alluring profits of the scheme on hand. Public opinion seemed to be ripe for the reception of such enterprises, and sheaves of stock were readily sold, much of which was paid for in good and lawful money of the United States. Sometimes the promoters got part of this money, and in almost every case they got blocks of stock, usually stamped as full-paid-the money and stock representing the difference between the original cost of the lands to the promoters, or its real value, and the price at which they were sold to the company formed for taking them over.

In the formation of such a corporation, the promoters, by way of characterizing their advantageous position, were said to