## Facts

- Thomas Sutton obtained royal letters patent to found and incorporate a charitable body at the Charterhouse in Middlesex to operate a hospital and free grammar school.
- The letters patent created an incorporated governing body for “the Hospital of King James in Charterhouse,” intended to hold lands and administer the charity through officers and a common seal.
- Sutton died before the hospital was physically completed and fully operating, and by will left substantial property to the incorporated hospital to support the charitable foundation.
- Sutton’s heir, Simon Baxter, and others challenged the validity of the corporate grantee and the charitable disposition, arguing the “hospital” was only in expectancy and not a real entity capable of holding property.
- The dispute was litigated through an action of trespass and related title questions concerning Charterhouse property (commonly reported through the pleadings as Baxter v. Sutton and Law), which required the court to decide whether the incorporation and resulting title were valid.
- The case was treated as a major test of the nature and incidents of a corporation aggregate and of a charitable corporation’s ability to take by grant and devise.

## Issues

1. Whether royal letters patent can validly incorporate a hospital and school so that the corporation exists in law even if the hospital is not yet built or operating at the founder’s death.
2. Whether a corporation aggregate so created has legal personality and capacity to take and hold land and other property by grant and devise in its own name.
3. Whether alleged technical defects in the form, naming, or officer provisions of the charter defeat the incorporation and invalidate transfers to the charity.

## Decision

- The court upheld the validity of Sutton’s Hospital as a corporation created by royal letters patent.
- The court held that the corporation could exist “in intendment and consideration of the law” even though the hospital was only in expectancy and not yet physically complete.
- The court recognized that, as a corporation aggregate, the hospital had capacity to take and hold property in its own name and to administer it for the charitable purpose.
- The court rejected technical objections to the charter that did not go to the substance of incorporating a charitable body.
- As a result, the endowment and property dispositions to the hospital corporation were sustained, defeating the heir’s challenge to the charity’s title.

## Legal Principles

- A corporation aggregate is an artificial person: “invisible” and “immortal,” existing in legal contemplation rather than by physical body.
- Because a corporation exists in law, an institution “in expectancy or intendment, or nomination” may be sufficient to support incorporation; the corporation’s legal being does not depend on a completed building or active operations.
- A corporation’s separate legal personality includes capacity to take, hold, and manage property as owner, distinct from the founder, members, or heirs.
- A corporation acts through authorized agents and, in formal matters, through its common seal; it appears in legal proceedings by attorney rather than “in person.”
- Some attributes tied to natural personhood do not apply to a corporation aggregate (for example, it cannot take an oath or perform fealty), but those limits do not prevent it from owning property and carrying out charitable administration.
- Courts will not treat minor or formal imperfections in a charitable charter as fatal where the sovereign’s intent to incorporate and the essential corporate structure are sufficiently expressed.

## Conclusion

Sutton’s Hospital Case held that royal letters patent could create a valid charitable corporation that exists in law even before the hospital is physically completed, and that this corporate person may take and hold property by grant and devise in its own name; therefore Sutton’s endowment to the Charterhouse corporation was effective and the heir’s attempt to defeat the charity’s title failed.


Sutton's Hospital Case, 10 Co. Rep. 23a (1612)