in the disregard of the by-laws, and when such losses cannot be directly traced to the negligence of the directors. Henry v. Jackson, 37 Vt. 431. See Dow v. Moore, 47 N. H. 419.

§ 10. Dissolution of company. See ante, 164, §8. When a joint-stock company or association can no longer be carried on, with reference to the objects originally contemplated, or on account of a failure in procuring the requisite amount of capital, or in consequence of disputes between the shareholders, it becomes expedient to dissolve the concern. And in order to effect this, application must be made to a court of equity, unless by the provisions of any particular charter or statute, incorporating or regulating a company, a precise time has been fixed during which the partnership shall last, or it has been stipulated that a dissolution shall take place in the event of certain circumstances arising as therein specified. In the former case the partnership is ipso facto dissolved at the expiration of the term. In the latter, the dissolution takes place on the happening of the given or stipulated event. See Wordsw. Joint-Stock Comp. 392. And where a sale and distribution of the property in a certain period is positively provided for by private articles of association, any of the shareholders have a right to insist upon a sale and distribution according to the articles, although it may not be for the interest of the concern. Mann v. Butler, 2 Barb. Ch.

362.

It has been held that the exclusion of a member from the privilege of membership in a voluntary association, or the exclusion of one elected a trustee from the exercise of his office, may be sufficient ground for decreeing a dissolution. Berry v. Cross, 3 Sandf. Ch. 1; Gorman v. Russell, 14 Cal. 532; S. C. affirmed, 18 id. 688. Thus, if a voluntary association for mutual relief in sickness or distress exclude a member from its meetings, because he refuses to take an oath administered by the president, which oath was not required by the constitution or the by-laws, and is foreign to the objects of the association, this is held to be ground for a dissolution. Id. And see Buckley v. Cater, 17 Ves. 19, note; Beaumont v. Meredith, 3 Ves. & B. 180; Ellison v. Bignold, 2 Jac. & W. 511; ante, 160, § 3.

Where the articles of a voluntary association provided that upon a sale by any member of the property in reference to which he had become a member of the association, and notice thereof to the secretary, such member should be discharged from further liability, and that his successor in the ownership could be substituted in his place as a member upon signing the articles-it was held that neither the sale by a member of his property, nor the withdrawal from the association of any owner, operated as a dissolution of the association so as to exonerate

those who continued members from assessments laid by the association. Troy Iron, etc., Factory v. Winslow, 45 Barb. 231. Under such articles the obligation would rest upon those who remained, after any withdrawal and any neglect of the successor to become a member, to contribute their due proportion as previously agreed upon, to sustain the expenses of the association. Id.

Upon the dissolution of a joint-stock company, it is the duty of the trustees to convert the assets into money, and distribute the proceeds among the stockholders. They have no right to exchange the assets, or any portion thereof, of the old association, for the corporate stock of any association, without the consent of all the stockholders. Mann v. Butler, 2 Barb. Ch. 362. And see Penfield v. Skinner, 11 Vt. 296; Lake v. Mumford, 12 Miss. 312. And a stockholder not consenting to such exchange may recover the amount of his stock so wrongfully disposed of. Frothingham v. Barney, 6 Hun (N. Y.), 366.

§ 11. Action by the company. Unincorporated voluntary associations, except for charitable purposes, whatever may be the number of their members, and of whatever nature or extent the object undertaken, are nothing more than partnerships. And when suit is brought in their behalf, it must be brought in the name of the partners, or in the name of one or more for the use of all. Pipe v. Bateman, 1 Iowa, 369; Birmingham v. Gallagher, 112 Mass. 190; Cockburn v. Thompson, 16 Ves. 321; Gorman v. Russell, 14 Cal. 531.

It is not illegal for workmen to form and act as an association for the purpose of protecting themselves against the "encroachments" of their employers, and to agree in furtherance of such object not to teach others their trade unless by consent of the society. And such an association of workmen can maintain an action for the recovery of money belonging to them, although in attempting to carry out such purpose they have been guilty of illegal acts. Snow v. Wheeler, 113 Mass. 179. § 12. Actions against the company. When the articles of association do not regulate the remedies of members as between themselves, the general law of partnership applies, and an associate cannot maintain assumpsit, for goods sold and delivered, against the association; neither can his assignee. Bullard v. Kinney, 10 Cal. 60. Nor is a member entitled to compensation for conducting the business of the company. Coal Company v. Fry, 4 Phil. (Penn.) 129. And, in general, an action cannot be maintained by a member against the company or by the company against a member, on a contract between him and the company. Wilson v. Curzon, 15 Mees. & W. 532; Perring v. Hone, 4 Bing. 28; Holmes v. Higgins, 1 B. & C. 74. A member of a joint-stock company may, however, like a member of an ordinary partnership, recover

compensation for services rendered to the company previous to his having become a member of it. Lucas v. Beach, 1 Man. & G. 417. But where an action was brought against a railroad company to recover the value of services performed before the incorporation, in procuring the charter, making surveys, etc., it was held that the plaintiffs could not recover in the absence of proof that a majority of the corporators or promoters of the corporation authorized the service. Bell's Gap R. R. Co. v. Christy, 79 Penn. St. 54; S. C., 21 Am. Rep. 39.

One of several associates having employed the plaintiffs to do work for the benefit of the association, and having accounted with his associates on the basis of assuming and being credited with payment of what is due to the plaintiffs, is held liable to the plaintiffs therefor, without his associates being joined in the action. Secor v. Lord, 3 Keyes (N. Y.), 525; S. C., 4 Abb. Ct. App. 188.

Under the statute of New York, allowing an action against an unincorporated association, composed of not less than seven persons, to be brought against the president or treasurer, it is not necessary that the individuals comprising the membership should be made parties. The action is well brought against the president or treasurer of the association named as defendant. Olery v. Brown, 51 How. (N. Y.) 92. But an action against the president, secretary and treasurer is improperly brought. Schmidt v. Gunther, 5 Daly (N. Y.), 452.

The fact that when articles purchased for the use of an association were first ordered, the credit was given not to the association, but to an individual, will not prevent the association from being held liable if the articles are received and used by its agents in its works and business. But as such liability arises out of the fact that the association was the real party for whom the goods were furnished, it continues only so long as the association continues to sustain that relation to the business in which the debt was contracted. When the association ceases to be interested in the works by a transfer of its interest therein to a new company, it is not liable for goods afterward furnished. An agent's authority to bind the association, by accepting goods, ends when it parts with its interest. Allen v. Clark, 65 Barb. 563. And see Heath v. Sansom, 4 Barn. & Ad. 175; Grosvenor v. Lloyd, 1 Metc. (Mass.) 19.

If one of the members of a joint-stock company or association dies, a creditor of the association must proceed and exhaust his remedy against the surviving members before he can maintain an action against the personal representatives of the deceased. Moore v. Brink, 4 Hun (N. Y.), 402; S. C., 6 N. Y. Sup. (T. & C.) 22.

CHAPTER LXXXVI.

JOINT TENANTS AND TENANTS IN COMMON.

TITLE I.

OF THE TENANCY IN GENERAL.

ARTICLE I.

OF THE NATURE OF THE ESTATE.

Section 1. Definition and nature. As to joint tenancy, and tenancy in common, in chattels, see ante, Vol. 2, pp. 246 to 248.

At common law, an estate in joint tenancy is where lands or tenements are granted to two or more persons to hold in fee simple, fee tail, for life, for years, or at will. 1 Broom & Had. Com. (Wait's ed.) 640. In consequence of such grants an estate is called an estate in joint tenancy, which signifies a union or conjunction of interest. Each joint tenant has the entire possession of every parcel and of the whole; and this unity and entirety of interest and possession has given rise to the principal incident to the estate, which is the right of survivorship. The interest being not only equal or similar, but also one and the same, on the death of his companion, the sole interest in the whole remains to the survivor. See id.; Co. Litt. 180 b; Wms. Real Prop. 112; Coster v. Lorillard, 14 Wend. 265, 336.

A tenancy in common is where two or more hold possession of lands or tenements at the same time by several and distinct titles. Washb. Real Prop. 415. And the essential difference between joint tenants and tenants in common is, that joint tenants have the land by one joint title and in one right; and tenants in common by several titles, or by one title and several rights which is the reason that joint tenants have one joint freehold, and tenants in common have several freeholds. Co. Litt. 189, 1. Or, as more briefly expressed-joint tenants have one estate in the whole and no estate in any particular part. Tenants in common have several and distinct estates in their respective parts. 1 VOL. IV.-22

Prest. Est. 137. Unity of right of possession merely, is all that is required to constitute a tenancy in common. Putnam v. Ritchie, 6 Paige, 390.

2. Who are joint tenants, or tenants in common. The distinguishing characteristics of a joint tenancy is the right of survivorship. Two corporations, therefore, cannot hold land as joint tenants ; for being each perpetual, there can be no survivorship between them. De Witt v. San Francisco, 2 Cal. 289. Nor can a corporation hold lands as joint tenant with a natural person, since there is no reciprocity of survivorship between them. Id.; Ang. and Ames on Corp., § 185. But corporations may hold as tenants in common, either with natural persons (id.; Telfair v. Howe, 3 Rich. [S. C.] Eq.-235); or with themselves. De Witt v. San Francisco, 2 Cal. 289. See New York, etc., Canal Co. v. Fulton Bank, 7 Wend. 412. And all natural persons may, of course, be joint tenants with each other.

But the common law clearly recognizes the distinction between the estates of joint tenants, and that of husband and wife upon a conveyance to them. In the case of joint tenants in fee simple, each would have a right, without the consent of the other, to dispose of an undivided moiety of the inheritance. But in the case of a conveyance of land in fee simple to a man and his wife, they take not by moieties, but by entireties; and while the husband may do what he pleases with the rents and profits during coverture, he cannot dispose of any part of the inheritance without his wife's concurrence. Hemingway v. Scales, 42 Miss. 1; S. C., 2 Am. Rep. 586; Beach v. Hollister, 5 N. Y. Sup. (T. & C.) 568; S. C., 3 Hun, 519; Bates v. Seely, 46 Penn. St. 248; Thomas v. Debaum, 1 McCart. (N. J.) 37; Wales v. Coffin, 13 Allen, 213; Stuckey v. Keefe's Ex'rs, 26 Penn. St. 397. either, the whole estate goes to the survivor. Id. as the law in Connecticut, that where land is given to husband and wife they take as joint tenants, and consequently, that a conveyance by the husband alone of his interest is valid and effectual. Benedict v. Gaylord, 11 Conn. 337. And in Ohio, where no joint tenancy exists, and the doctrine of survivorship is unknown, even as to a devise to husband and wife, they take as tenants in common, and not as tenants of the entirety. Wilson v. Fleming, 13 Ohio, 68.

On the death of But it has been held

If an estate be made to husband and wife, and a third person, and their heirs, the husband and wife take but one moiety, and the third person takes the other. Back v. Andrew, 2 Vern. 120. And see Att.Gen. v. Bacchus, 9 Price, 30; Doe v. Wilson, 4 Barn. & Ald. 303.

Infants may be joint tenants. Bac. Abr., Joint Tenants, B. And a child becomes, at its birth, joint tenant with the mother, of lands which