Page:Henry Osborn Taylor, A Treatise on the Law of Private Corporations (5th ed, 1905).djvu/38

 24.] THE LAW OF PRIVATE CORPORATIONS. [CHAP. III. §24. Accordingly, in the first place a corporation is to be regarded as a legal institution. In this sense it means the sum of legal relations existing in respect to the corporate enterprise. Let us analyze the term " legal institution." It denotes a body of legal rules in their manifestations in legal relations 1 between persons as Meaning of the terms " legal in- stitution " and " legal relation." may be, as a single individual." Blackstone (2 Com., 37) also calls a corporation a franchise. On the other hand, Kyd (1 Kyd on Corps., 13) says : " A corporation, or a body politic, or a body incor- porate, is a collection of individuals, united in one body," etc. See, also, Kansas Pacific R. R. Co. v. Atchison, T. & S. F. R. R. Co., 112 U. S. 415. Or, as Mr. Jay Gould has said, a cor- poration is "a body of men who unite, associate, concentrate their ability, capital, and intelligence in the undertaking of a work great or small, which any one of them indi- vidually would be unwilling to under- take. If there are losses, they agree to bear each his proportion. If there are profits, they agree to divide them.' 1 The definitions of Kent and Black- stone convey the one meaning of the term "corporation," and Kyd's and Mr. Gould's the other. The two fol- lowing definitions show how the two meanings may be confused. "A corporation is a body created by law, composed of individuals, united under a common name, the members of which succeed each other, so that the body continues the same, notwithstanding the change of the individuals who compose it, and is for certain purposes considered as a natural person." Angell and Ames on Corps., § 1. It is plain that in 60 far as a corporation is a body created by law, it is not composed of individuals who are not created by law. "A corporation is a legal institu- tion devised to confer upon the indivi- duals of which it is composed powers, privileges, and immunities which they would not otherwise possess, the most important of which are continuous legal identity and perpet- ual or indefinite succession under the corporate name, notwitstanding successive changes, by death or otherwise, in the corporators or members of the corporation. It con- veys, perhaps, as intelligible an idea as can be given by a brief definition, to say that a corporation is a legal person, with a special name, and composed of such members, and en- dowed with such powers, and such only, as the law prescribes." 1 Dil- lon, Munic. Corp., 25. In having more than one meaning the term "partnership" resembles the term " corporation." For in- stance, Dixon (Law of Partnership, 1) says : " A partnership is a volun- tary unincorporated association of two or more persons," etc.; while Kent (3 Com., 23) says: "Partner- ship is a contract of two or more persons," etc. Again the Indian Contract Act (§ 239) says: " Part- nership is the relation which subsists between persons who have agreed," etc. Thus partnership is an asso- ciation of individuals, is a contract, 1 In the term "legal relation " the word "legal" is used in a broad 18 sense, and not as opposed to " equit- able."