Page:Henry Osborn Taylor, A Treatise on the Law of Private Corporations (5th ed, 1905).djvu/40

 § 27.] THE LAW OF PRIVATE CORPORATIONS. [CHAP. in. fulfill, constitute mutually related conditions of fact which may be affirmed as to the promisor, promisee, and surety, who are the persons between whom the legal relations subsist. § 25. It is through fulfilling conditions of fact by doing cer- tain acts, that persons bring themselves within the operation of rules of law which thereupon manifest themselves in rights and liabilities. Every right implies a corresponding liability, and every liability a corresponding right ; which is to say, a right with its corresponding liability constitutes a legal rela- tion. Accordingly, when persons by their acts have brought themselves within the operation of a group of legal rules, and these rules have in their consequent operation manifested them- selves in legal relations between such persons, the sum of these legal relations, i. e., the manifestation of these rules in opera- tion upon individuals, constitutes a legal institution. § 26. It is, therefore, little more than an identical proposition to say that rules of law 1 manifest themselves in legal relations only between persons as to whom mutually related conditions of fact may be affirmed. For instance, an enabling statute in con- nection with the general rules of corporation law, roughly speak- ing, may be said to constitute a group of legal rules which may manifest themselves in a legal institution consisting of legal relations (a) among the persons who file the articles of associa- tion and subscribe for shares, and (b) between such persons and others who may afterwards deal with them as a body corporate in respect of the corporate enterprise. Here the agreeing to the articles and the filing of them are the conditions of fact which must be predicable of the corporators before these legal relations can exist among them ; and that other persons have had deal- ings with the corporators in respect to the corporate enterprise are the further conditions of fact which must be predicable of the corporators and such persons before legal relations between these two classes can exist. § 27. A corporation, then, is the manifestation of a body of rules of law in legal relations between persons who have fulfilled the prerequisite conditions of fact. But what rules of law ? In general, those applicable to corporate enterprises, constituting what is commonly called " corporation law," and, in especial, 1 The writer leaves out of consideration rules of criminal law. 20