Page:Henry Osborn Taylor, A Treatise on the Law of Private Corporations (5th ed, 1905).djvu/62

 § G8.] THE LAW OF PRIVATE CORPORATIONS. [CHAP. IV. § 65. Consequently, the constitution of a corporation, to which we must turn for the answer to legal questions arising in respect of the corporate enterprise, far from being so logical and con- sistent that some of its elements being known, the rest may be inferred with the certainty with which the structure of a fossil bird may be inferred from its footprints; far from being a logical and consistent whole, the constitution of a corpora- tion is a conglomerate of rules the union of which was due not to chance, for there is no chance, but to causes and occasions of which we may be ignorant. § 66. In the course of time, some of the rules of corporation law, their adaptability to the needs of corporate en- corporation terprises ceasing, have been silently dropped by the courts, or abolished by legislation. The new rules needed in their place have been either patently created by the legislature in the shape of statutes, or formed through a more obscure and intangible process. When not enacted by the legislature, new rules which come into being seem to be formed by the courts reasoning them out in two methods ; first b}' analogy, and, secondly, by applying general principles of law and common sense to the case in question. § 67. When to the solution of a question of law arising in respect of some legal institution, as, for instance, a analogy ° f corporation, a rule of law applicable to some other kind of legal institution, as, for instance, partner- ship, is applied by reason of the analogy between a corporation and a partnership, what has been done is this. A rule, for the application of which to one legal institution there are prob- ably sound reasons, has, because of some resemblance between this and another legal institution, been applied to the latter, in respect of which the reasons for the application of the rule may fail, for not unlikely the two institutions resemble each other in points which the rule in question does not touch. The appli- cation, then, of the rule to the latter institution having been caused by a misleading analogy, will likely be found unwise, and in this application the substantial reasons, which are the roots of any rule of law, failing, the rule itself will shortly like dead wood drop away. § 68. Analogies between legal relations constituting corpora- tions and legal relations constituting partnerships may be at 42