Page:Henry Osborn Taylor, A Treatise on the Law of Private Corporations (5th ed, 1905).djvu/60

 § 64.] THE LAW OF PRIVATE CORPORATIONS. [CHAP. IV. § 62. In one respect, all these various institutions resemble The ele- ea °k °^ ner 5 though not very closely. In connection ment com- with all of them are certain funds and property con- mon to. . „, , . i • ■ these va- stituting a " trust fund to be devoted in a certain instuu^ ga manner to the accomplishment of certain objects. 1 tions. j n ^-} ie jj ea Q f a trust fund there are many gradations ; but the essential quality running through them all is that which, viewed negatively, consists in the absence of complete owner- ship with the power of arbitrary disposal in any person ; or, viewed positively, consists in this, that certain persons, other than the possessor or apparent owner, have rights in regard to the fund. These rights differ greatly, being of more import- ance in respect of a limited partnership, 2 or a corporation, than in respect of an ordinary partnership, or an unincorporated joint- stock association of unlimited liability. § 63. In all instances, the material questions nowadays aris- ing in connection with any of the legal institutions questions, mentioned will be : What are the means and capaci- ties of corporate action ? and what are the rights and liabilities arising among the persons interested ? These are the real questions of vital importance, the decision of which will not ordinarily depend on whether or not a given institution is to be called a corporation, which indeed is little more than a question of how far a mediaeval nomenclature is applicable to modern institutions. § 64. Such being the resemblances between corporations, joint-stock associations, and partnerships ; and the cahie'to designation of the class to which any given institu- tionsThow tion belongs being so difficult, as well as barren of ahie fmm results when accomplished, how may the rules of law which manifest themselves in the mass of legal rela- tions constituting a corporation be determined ? These rules, as stated in the preceding chapter, are contained in the consti- tution of the corporation. Some of them, and the legal rela- tions in which they manifest themselves, may be readily deter- mined, as they are embraced in the enabling statute, or in the panies." 1 Lindley, ib. 206-207. See Bank of Buffalo v. Thompson, 121 N. Y. 280, 283. 40 1 Compare Hollins v. Brierfield Coal, etc., Co., 150 U. S. 371, 385. 2 Innes v. Lansing, 7 Paige, 583.