Sutton's Hospital Case
Rule established
A corporation is an invisible, immortal, and artificial person created by charter, possessing legal personality distinct from its members
Facts
- Thomas Sutton obtained a royal charter from James I to establish a hospital (charitable institution) in the Charterhouse, London
- After Sutton's death, the validity of the charter and the corporation's legal personality were challenged
- The question arose whether a corporation could validly exist and hold property
Issue
- What is the nature of a corporation created by charter, and what legal attributes does it possess?
Held
- Coke CJ held that a corporation aggregate is invisible, immortal, and rests only in the intendment and consideration of law. It cannot commit treason or be outlawed or excommunicated, for it has no soul. It cannot appear in person but only by attorney. The charter was valid and the corporation duly constituted.
Ratio Decidendi
A corporation is a legal creation: an artificial person brought into existence by lawful authority (charter or statute). It possesses perpetual succession, the capacity to hold property, to sue and be sued, and to act through agents and attorneys. The corporation's identity and capacity are defined by its founding instrument. This early authority underpins the modern understanding that a company's identity and powers derive from its incorporating document.
How to use it in an exam
- Use this case as historical backdrop when discussing the concept of corporate personality and the role of the memorandum/charter in defining corporate identity. It is a useful opening reference in essays on corporate personality and the separate legal entity doctrine.
- Key quotable line: "A corporation aggregate is invisible, immortal, and rests only in intendment and consideration of law."
Source
Source: Coke's Reports
This is an educational summary, not the judgment itself. Cite the reported version in professional or academic work.