Mayhew v. District of Gay Head

Bigelow, C. J. The difficulties in the way of maintaining this action, on the facts set forth in the report, are numerous and insuperable. [134] 1. In the first place, there was no competent evidence of any agreement by the defendants to submit the matter in controversy to arbitration. The records of the district disclose no such submission, and no vote which bears any semblance to an agreement of reference. The paroi evidence which was admitted in support of this part of the plaintiff’s case was clearly incompetent. It tended to impeach and contradict the record of the proceedings of the district, which, under St. 1862, c. 184, § 4, like those of the district of Marshpee, were required to be kept in writing by the clerk of the district, in the same manner as those of towns. Extrinsic evidence to vary or control the record was clearly inadmissible in collateral proceedings, although it might be competent in a proper process to compel the clerk to amend his record according to the truth. Taylor v. Henry, 2 Pick. 397, 402. Manning v. Fifth Parish in Gloucester, 6 Pick. 16. School District in Stoughton v. Atherton, 12 Met. 105, 113. 2. The evidence was wholly insufficient to sustain the action on the other counts in the declaration. The claim which the plaintiff seeks to enforce is for a debt alleged to have been incurred by various persons belonging to the Gay Head tribe of Indians, now included within the district of Gay Head, for goods sold and delivered prior to the incorporation of said district by St. 1862, c. 184. The obvious and decisive objection to the enforcement of this claim is, that it is not due and owing from the “ body politic and corporate ” which that act creates. No contract, either express or implied, exists by force of which the corporate body can be held liable. There is no rule or principle of the common law by virtue of which the creation of a municipal corporation can be held to convert the debts previously due, either jointly or severally, from the persons who become members of the new municipality, into corporate liabilities. In the absence of any express legislative enactment, the corporation cannot be said to be the successors of or in privity with its members, so as to be responsible for their previously existing liabilities. There is no legal identity between a corporation and the individuals who compose it. The corporate body is a distinct legal entity, and can be held liable only by showing some breach of [135] corporate duty or contract. None such is proved in the present case. Certainly there is nothing in the act incorporating the defendants which can be construed to impose on them the duty of assuming and paying the plaintiff’s claim. The “duties and liabilities ” to which the defendants are made subject by their charter are only those which may be incurred by them by the exercise of the powers and functions with which they are clothed by the statute. It would be a perversion of the words of the act to give them any other interpretation. They were designed only to prescribe the extent of the capacity of the defendants to take on themselves duties and liabilities in the future, and not to impose on them those which others had already assumed or previously were bound to perform and discharge. 3. But the more satisfactory and decisive answer to the plaintiff’s claim is, that he has no valid existing debt or claim against any one, which can be enforced by a suit at law. The Indians and people of color constituting the “ Gay Head tribe,” prior to St. 1862, c. 184, by which they were created a corporation with municipal rights and privileges, were in a certain sense wards of the Commonwealth, over whose property and persons a supervision was exercised from time to time, and for whose protection against the dangers arising from improvidence and incapacity specific enactments were made. Among these, by St. 1811, c. 78, § 2, it was expressly provided that “ no actions shall be brought against any of the Indian, mulatto or negro proprietors of said lands, for any debt hereafter to be by them contracted with any person or persons for any sums whatsoever,” unless the same was examined and allowed by guardians appointed under the first section of the same act. This provision was in force at the time the articles, for the price of which the plaintiff seeks by this action to recover, were sold and delivered to divers persons belonging to said tribe of Indians and proprietors of said lands. Nor has it yet been repealed, unless the St. of 1862, e. 184, operates as a partial repeal by implication, so far ás relates to debts which may be incurred by the district. It is true that no guardian has been appointed during a long series of years under the provisions of the act of 1811, and that during [136] this period the proprietors of said lands have managed their own affairs, as well those of a municipal as of a private nature. But this omission to comply with certain provisions of the statute did not abrogate it, nor did it operate to give validity to debts contracted by said proprietors, so as to authorize the maintenance of actions to enforce their payment. It seems therefore to be clear that the plaintiff is not entitled to maintain this action. Exceptions sustained.