Page:Henry Osborn Taylor, A Treatise on the Law of Private Corporations (5th ed, 1905).djvu/61

 CHAP. IV.] RESEMBLANCES TO OTHER INSTITUTIONS. [§ 64. special charter, should there be one. Complementary to the rules of law in the enabling statute, exist, as constituent ele- ments of the corporate constitution, the rules of law embraced in what may roughly be called corporation law, a term which signifies the mass of legal rules which have come into exist- ence through the requirements of society with respect to joint action for a common object. A corporation, like any other legal institution, corresponds to a certain need of society ; and the rules of law manifesting themselves in it are those which this need has called forth. These rules cannot always be rea- soned out, or, in logical sequence, deduced from one another, because they do not compose a logically consistent whole ; neither do they always appear reasonable in relation to the needs of society to-day. There is no reason to believe, however, that these apparently illogical rules were not, in their incep* tion, logical and consistent with the mass of other rules of law then manifesting themselves in the institution in question. Many legal institutions of ancient origin, whose growth is ob- scured through lapse of time, can no longer be analyzed into their constituent elements ; nor can the process through which was attained the known resultant of their combined factors be traced historically or reasoned out from general principles. This process cannot, as it were, be reasoned out backwards, because many* of the rules manifesting themselves in these in- stitutions, at least in their application to these particular in- stitutions, are of historical origin and technical. To say that a legal rule is of historical origin and therefore not reducible to logical principles, means that it is the resultant of a combina- tion of different maxims of diverse origin, each of which in its own origin was perhaps logical and consequent enough, but ap- pears in the present combination quite anomalous because of the obliteration of some step in the process of combination. Again, to say a rule is technical and not logical, is saving in most instances substantially the same thing, that it is an old rule, which at its origin was the outgrowth of other rules, in connection with which it was likely logical ; that now these other rules are forgotten, and the " technical " rule remains a sort of logical anachronism, which is as impracticable to fit in with the present system of law, as to use the flint of an old " Queen Anne " in a modern " Winchester." 41