Page:Henry Osborn Taylor, A Treatise on the Law of Private Corporations (5th ed, 1905).djvu/47

 CHAP. III.] ANALYSIS OF A CORPORATION. [§ 41. § 39. In accordance with the foregoing remarks, the legal relations constituting the corporation will, in the chapters which follow the chapter on the legal effect treatment, of acts done on behalf of a corporation, 1 be treated in the following order : First, relations between the state and the body corporate as representing all persons interested in the corporate enterprise, and between the state and the different classes of these persons ; secondly, the legal relations between the body corporate and these different classes of persons; thirdly, the legal relations between these different classes of persons ; and, lastly, the legal relations among persons of the same class. § 40. Here a few remarks must be made on the general na- ture of these relations. They exist for the most part General in respect of a certain fund, as to which various per- nature of sons have rights. But not all of these various per- tions exist- iii°* in re- sons (the creditors, for example) have ordinarily a spectofthe voice in the management of this fund ; and conse- enterprise, quently these different persons have not equal oppor- tunity to protect their respective interests. Some of these per- sons, moreover, on account of rules which may exist in the consti- tution of the corporation, may be temporarily unable to enforce certain of their rights ; 2 as, for instance, creditors may be tem- porarily disabled by the rule of general application that no creditor of the corporation can bring an action against the shareholders individually to enforce either unpaid subscrip- tions or statutory liability, until he has obtained judgment against the corporation, and execution thereunder has been returned unsatisfied. From these and other considerations, it would seem that many of the relations in respect of the corpo- rate enterprise are what are loosely called " trust relations," a species of legal relation the essential peculiarities of which it would be well to determine before proceeding further. § 41. When one man owes a legal duty to another, which other actually or presumably is not in a position to enforce, at least for the time, the law imposes on the reEons." person owing the duty a stricter accountability to the 1 Chap. vii. 3 Or we may say their rights are temporarily in abeyance, or not yet consummate. 27