Page:Henry Osborn Taylor, A Treatise on the Law of Private Corporations (5th ed, 1905).djvu/31

 CHAP. II.] CORPORATIONS IN THE COMMON LAW. [§ 17. to which duties on the part of its members correspond. These duties are the objects of the rights of which the corporation is the subject or possessor. Towards outsiders, however, the corporation appears as the only subject of rights, outsiders taking no cognizance of the legal relations between the corpo- ration and its members. Indeed, a common law corporation, as it appears towards the outside world, may be compared to the human body, which remains, as a whole, continuously the same, while the particles of matter composing it change from day to day. The outside world perceives no change in the particles ; it does not even see thein ; and so can take no cogni- zance of their relations to the body as a whole. Accordingly, it would seem that in so far as a corporation is to be regarded as a person, or as a whole, distinct from the members, the at- tribute of perpetual succession denotes the quality of remain- ing the same while the succession of its members goes on. And the same what? as to its members, the same object of rights belonging to them, as well as the same subject of rights which have for their objects duties on the part of the members ; as to the outside world, the same subject or object, as the case may be, of rights subsisting between outsiders and the corpora- tion. 1 § 17. The second and fourth of the ordinary incidents of cor- porations mentioned by Blackstone, the capacitv to ii i •, t i Capacity to sue and be sued in the corporate name, and to use a sue and use corporate seal, are legal contrivances adapted, the asea " one to facilitate the enforcing of corporate rights and liabili- ties, the other to facilitate corporate action. These two inci- dents may be thought out without conceiving the corporation to be a person, though by retaining this fiction one may dis- pense with looking deeper into the matter to discern who it really is that acquires rights and incurs liabilities through the use of the corporate seal, and who it is whose rights and liabilities are enforced by suits in the name of the corpora- tion. 1 These remarks are offered merely as an attempt to analyze the mean- ing attached by the common law lawyers to the term " perpetual suc- cession," a term which, as used by them, is not susceptible of clear analysis. 11