stock association, however closely the “trust-certificates” may resemble, in appearance, certificates of stock; and they have filed no declaration of limited partnership under the statute, and, moreover, they are “transacting business for the concern, or acting as agent therefor.”
But it will be replied, they are not partners, but cestuis que trustent. Assuming, therefore, that the courts will so hold, let us consider the transaction from this point of view. The stockholders have parted with their property, and have nothing to show for it but the trust-certificate—a mere receipt, but upon which, if sealed or expressed to be for valuable consideration, it is doubtful if the law will imply any trust at all. The trust must, therefore, be declared by the trust-deed, assented to by the trustees or managers.
Now, generally, it will be impossible to define, with any degree of accuracy, what the objects of the trust are to be; and it is always impossible to define the duties of the trustees and the methods to be employed by them in managing their business. Practically, unless the trust contemplates a definite sale of all the property at a limited price, the words of the trust-deed, however elaborate, will amount to this: To manage the aggregate property for the equal good of all concerned. It will be possible, perhaps, to provide that the profits, if any, are to be divided among the certificate-holders when made; but who is to determine when they are made, or what are the profits?
Now, what are the rights of the certificate-holders? Holders of corporate stock have the following principal rights and privileges: they may sell their stock; they may govern the management of property by frequent elections; the property cannot be sold, mortgaged, leased, or consolidated, or its business changed, without their express consent; breaches of duty by the officers maybe easily enjoined by any stockholder; and they are not individually liable for the debts of the corporation or its officers.
How many of these ordinary rights of corporate management do the certificate-holders retain? Of their possible 1iability for the debts of the trusts and its managers I have already spoken. They can only sell or assign their certificates in States which have a special statute authorizing assignment of choses in action; in other States the buyer will perhaps have to file a bill of equity to get complete title. They have no power to remove trustees who prove