The Historic Background of Corporate Legal Personality

The survey which is undertaken in this paper points to the conclusion that for the purposes of law the conception of "person" is a legal conception; put roughly, "person" signifies what law makes it signify.If this conclusion had not been disputed, if it were even now generally accepted, if even when it is accepted in substance it were not complicated by the use of non-legal concepts employed to justify certain reasonings and conclusions, this paper would have no particular excuse for being written.For in that case, being a legal concept, it would be one to be discussed by lawyers rather than by a layman.Accordingly, the justification for a layman venturing into the field is precisely the fact that discussions and theories which have influenced legal practice have, with respect to the concept of "person," introduced and depended upon a mass of non-legal considerations: considerations popular, historical, political, moral, philosophical, metaphysical and, in connection with the latter, theological.,So many of these extra-' Thus Geldart, an upholder of the doctrine of "real perzonality", says: "The question is at bottom not one on which law and legal conceptions have the only or the final voice: it is one which law shares with other sciences, political science, ethics, psychology, and metaphysics".Geldart, Legal Personality (1911) 27 L. QUART.Ruv.90, at 94. On the next page he goes on to assert that "To say that all legal personality-whether of so-called natural or so-called juristic persons-is equally real because in fact the law gives it an existence, and equally artificial or fictitious because it is only the law which gives it an existence, is really to confound personality with capacity".But he makes no attempt to show the difference'between them, nor to state what harm would result in law if the two were "confounded".That "artificial" is not synonymous with "fictitious" is shown by Mlachen, Corporate Personality (1910) 24 HARv.L. REv.253, at 257: "That which is artificial is real, and not imaginary; an artificial E655J