## Facts

- In 1804, the Massachusetts legislature passed a special act creating a corporation to lay out and build a street.
- The act named certain landowners as members, including Marshall.
- The act authorized the corporation to assess each member for a share of construction costs and, upon nonpayment, to sell the delinquent member’s property.
- Marshall did not sign the petition seeking the act, did not attend corporate meetings, and did not take part in corporate actions.
- Marshall objected to the corporation’s claim of authority over him and his land and refused to pay the assessments.
- After Marshall did not pay, the corporation purported to sell his land under the act; Ellis purchased at that sale.
- Ellis brought an ejectment action seeking possession based on the title acquired at the corporate sale.
- The case was submitted on agreed facts, turning on whether Marshall became a member subject to assessments and sale procedures.

## Issues

1. Whether a private incorporation act that names an individual as a member can bind that individual to corporate burdens (including assessments and forced sale of land) without the individual’s consent.
2. If consent is required, whether Marshall’s conduct supplied express or implied assent to become a corporate member.

## Decision

- The court treated the street-corporation act as a private act, operating like a grant/charter to those who sought it and those who voluntarily joined.
- The court held that Marshall could not be made a member of this private corporation without his assent.
- The court held that the agreed facts showed no express assent and no implied assent; Marshall neither participated nor acquiesced and instead protested the asserted authority.
- Because Marshall was not a member, the corporation lacked authority to assess him or to sell his land for nonpayment.
- Ellis therefore acquired no valid title through the corporate sale and could not recover possession; judgment was for Marshall.

## Legal Principles

- A legislative act creating a corporation for the private benefit of particular persons (rather than for a public object) is construed, as to its effect on named individuals, like a grant or charter.
- A grant may be refused; acceptance is required before a private charter can impose obligations as well as confer privileges on a person named in it.
- While the legislature may authorize taking land for a public use with compensation, that power does not extend to compelling a person to join a private corporation or subjecting the person to corporate assessments against the person’s will.
- Assent to a private corporate charter may be express or implied, but it must be shown before the charter can operate upon a named individual.
- A purchaser’s title at a statutory sale depends on the selling body’s lawful authority; if the seller lacked power over the owner, the sale cannot divest the owner’s title.

## Conclusion

Ellis v. Marshall held that a private street-building corporation created by special legislative act could not force a named landowner into membership and could not lawfully assess him or sell his land unless he assented, expressly or by conduct; because Marshall neither accepted membership nor acted in a way that implied acceptance—and instead objected—Ellis took no valid title at the corporate sale and could not oust Marshall from possession.


Ellis v. Marshall, 2 Mass. 269 (1807)