Page:Henry Osborn Taylor, A Treatise on the Law of Private Corporations (5th ed, 1905).djvu/447

 CHAP. VIII.] CORPORATION AND STATE. [§ 448. in legal relations between persons of whom correlated condi- tions of fact may be asserted. §447. It remains to determine on some proper notion of a contract, which shall be consistent with the notion Notion of a reached of law. tor the present purpose, all acts x^ciasses may be divided into two classes : (a) acts whose of acts- effect is to bring the actors within the operation of rules of law, which thereupon manifest themselves in legal relations; acts, in other words, which occasion (not cause) legal relations ; (b) all other acts. Acts of the first class may be called acts having legal effect. Now many acts which have legal effect are not done for the purpose of occasioning legal relations. For instance, if A. strikes B., A.'s object is not to occasion legal relations between them, but, nevertheless, such is the result of the blow, for B. thereby acquires a cause of action against A. Certain acts on the other hand are done with the immediate purpose of occa- sioning legal relations. Of these latter acts the chief variety * are called contracts, which are acts whereby the parties express their intention of occasioning legal relations between them. If the contract is what is called valid or binding, it effectuates the expressed intention of the parties, in that it occasions the legal relations which the parties expressed their intention to occasion. By the contract the parties have brought them- selves within the operation of rules of law, which at the mo- ment of the execution of the contract manifest themselves in the presumably desired legal relations. 2 § 448. Now may be explained what was meant at the be- ginning of this chapter by saying that the consti- How the tution of a corporation, besides being the group of c. onsti * u - legal rules which manifest themselves in legal rela- corpora- tions in respect of the corporate enterprise, always bodies a embodies a contract among the corporators, and contract - sometimes a contract between the corporation and the state. To say that it embodies a contract between the corporators 1 A tort may be committed in order to occasion legal relations; as when one man trespasses on an- other's land in order to acquire by user a right of way. 2 An invalid contract, taken by itself, is not an act having legal ef- fect. 427