The opinion of the Court was drawn up by
Cutting, J.By a special law of 1853, c. 165, § § 1, 2, certain individuals, their associates, successors and assigns, were created a corporation by the name of the South Kennebec Agricultural Society, with power by that name to sue and be sued, use a common seal, make by-laws for the management of their affairs, not repugnant to the laws of the State, and to hold and exercise all the powers incident to similar corporations. And to take and hold property, real and personal, to an amount the income of which shall not exceed three thousand dollars, to be applied to the advancement of agriculture, horticulture and mechanic arts.
Under this statute the defendants were duly organized and subsequently erected a building seventy-two feet long, thirty-five feet wide and two stories high, in which to' hold their annual. fairs. And it appeared in evidence, that, on Sept. 25, 1857, while a fair was being held, the female plaintiff being in the lower story, the flooring above gave way and was precipitated upon her, causing a serious and permanent injury. And the jury, under the instructions of the Judge at Nisi Frius, in matters of law, having found that the injury was occasioned through the want of ordinary care on the part of the defendants in erecting, maintaining and repairing the building, returned their verdict in favor of the plaintiffs, and assessed damages in the sum of one thousand dollars. Upon *281the evidence produced at the trial, the Judge was requested to instruct the jury that the plaintiffs could not maintain their action, which was declined, thus raising the question whether the defendants are by law responsible for injuries so occasioned.
If a natural person, on his own private account, had thus erected a building wherein to exhibit the productions of nature or art, and an injury had thus been sustained, the common law would have afforded an ample remedy. But it is here contended, that the defendants are a quasi corporation, or quasi as to liabilities; that, in the erection of the building, they were not in the execution of a power conferred or a duty enjoined by statute, and, consequently, no action lies against them, either at common law or by force of any statute. To sustain this proposition, Russell v. The men of Devon, 2 T. R., 667, is cited as a leading case, where it is held that at common law a private action could not be sustained against a quasi corporation for neglect to perform a public duty. And this rule has been considered applicable, by a series of American decisions, to all quasi corporations, such as counties, towns, parishes, school districts and the like in New England. Eastman v. Meredith, 36 N. H., 284, where Perley, C. J., in a very able and learned opinion, classifies, and, to a certain extent, reconciles the various decisions involving that question.
But are the defendants such a corporation ? In the case first cited, Lord Kenyon, O. J., concludes his opinion by remarking — “I do not say that the inhabitants of a county or hundred may not be incorporated to some purposes; as if the king were to grant lands to them, rendering rent, like the grant to the good men of the town of Islington. But where an action is brought against a corporation for damages, those damages are not to be recovered against the corporators in their individual capacity, but out of their corporate estate; but, if the county is to be amerced as a corporation, there is no corporate fund out of which satisfaction is to be made.” So, in Adams v. Wiscasset Bank, 1 Maine, 361, Mellen, C. *282J., says, — “No private action, unless given by statute, lies against quasi corporations for a breach of corporate duty, having no corporate fund, each inhabitant would be liable to' satisfy the judgment.”
Again, in Biddle v. The Locks and Canals, 7 Mass., 187, the Court say, — “we distinguish between proper aggregate corporations, and the inhabitants of any district, who are by statute invested with particular powers without their consent. These are in the books sometimes called quasi corporations; of this description are counties and hundreds in England; and counties, towns, &c., in this State. Although quasi corporations are liable to information or indictment, for a neglect of a public duty imposed on them by law, yet no private action can be sustained against them for a breach of their corporate duty, unless such action is given by statute. And the reason is, that, having no corporate fund, and no legal means of obtaining one, each corporator is liable to satisfy any judgment rendered against the corporation.”
The foregoing extracts from the decisions of eminent jurists, show the origin, elements, definition and immunities of quasi corporations, the mere limbs of the body politic, and absolutely necessary as subordinate members of the State. But the defendants are not such a corporation; the distinguishing characteristics are as follows, viz.: —
First. They were invested with particular powers, not without, but with their consent and on their application.
Second.' They are not territorial; a voluntary subscription only entitles them to membership.
Third. They are authorized to hold a corporate fund, viz.: real and personal estate, limited only by the annual income; and, although the income is specifically appropriated, yet the capital is not, but may be subject to attachment and execution.
Fourth. The action must be brought against the corporation, eo nomine, and not against the corporators.
Fifth. The members in their individual capacity are not responsible.
*283Sixth. They are not intrusted with any of the ordinary attributes of sovereignty for the purpose of local government.
But, if the defendants cannot draw' the sword, they can, when drawn and beat into a plowshare, exhibit it as a specimen of the mechanic arts. They are not a quasi, but an aggregate corporation, which, as defined, consists of several persons, united in one society, continued by a succession of members, and, being the mere creature of the law, possesses only those properties conferred by charter either expressly, or as incidental to its existence, and best calculated to effect the object of its creation. Ang. & Am. on Oor., § § 3, 29. And even the defendants’ charter confers on them all the powers incident to similar corporations. But they cannot exercise any powers without the necessary facilities; and, hence, the necessity of a suitable building for the reception and exhibition of such articles as may be presented and duly entered. And a building cannot be declared suitable, unless it be safe for all persons who are permitted to enter. In the construction of such an edifice the law imposes ordinary care, which the jury have found the defendants failed to exercise; and that finding we cannot disturb without making aggregate corporations less responsible than individuals under like circumstances, which would be an act of judicial legislation.
The other rulings we find to be conformable to law; and the verdict sustained by the evidence.
Exceptions and motion overruled.
Judgment on the verdict.
Tenney, O. J., and Rice, Appleton, May and Goodenow, JJ., concurred.