Law firm

“ Montague. Of course there are law firms which are identified with interests opposed to those who control the company. It would be very easy to get them to take the case, but you can see that in that event my friend would be accused of bringing the suit in their interest; whereas he wishes it to appear, as it really is, a suit of an independent person, seeking the rights of the vast body of the policy-holders. For that reason, he wished to find a lawyer who was identified with no interest of any sort, and who was free to give his undivided attention to the issue. ”

“ This is one case where a partnership has an advantage over a corporation. A group of lawyers may form a partnership and do business under a partnership name. But a group of lawyers seldom or never form corporations to practice law. The reason for this is that the corporation is a separate entity, and the corporation as such cannot pass a bar examination and be admitted to the bar. In fact, in a few States, there are statutes prohibiting a corporation from practicing law. ”

“ Lawyers, like bankers, know absolutely nothing about business. They imagine that a business is properly conducted if it keeps within the law or if the law can be altered or interpreted to suit the purpose in hand. ”

“ That is why a power of attorney is generally given; not that the law requires it, but that the agent may have evidence of his agency which will satisfy third persons that he is really the agent. A corporation would not transfer stock without a written power presented to it ”

“ Through the whole of that wintry night the fishing-boat scudded away to the eastward, and the two fugitives remained upon deck, drenched through with rain and with spray, but feeling that the wild turmoil around them was welcome as a relief to their own thoughts. Better the cutting wind and the angry sea than the thought of the dead girl upon the rails and of the bloodhounds of the law.
Ezra pointed up once at the moon, on whose face two storm wreaths had marked a rectangular device.
"Look at that!" he cried. "It looks like a gallows."
"What is there to live for?" ”

“ When a natural person acts by an agent, the authority of the agent is conferred, and its limits are determined, by the will and consent of the principal. In general only those acts of the agent are imputed by the law to the principal, which are within the limits of the agent’s authority as thus created and circumscribed. But in the case of a corporation it is necessarily otherwise. ”

“ They assert the power to look beyond the corporation, to presume or to ascertain the residence of the individuals composing it, and to model their decision upon that foundation. In other words, they affirm that in an action at law, the purely legal rights, asserted by one of the parties upon the record, may be maintained by showing or presuming that these rights are vested in some other person who is no party to the controversy before them. ”

“ Justice WAYNE stated that the court rested its judgment upon the ground 'that a corporation created by and doing business in a particular state is to be deemed to all intenst and purposes as a person, although an artificial person, an inhabitant of the same state, for the purposes of its incorporation, capable of being treated as a citizen of that state, as much as a natural person,' and 'is substantially, within the meaning of the law, a citizen of the state which created it, and where its business is done, for all the purposes of suing and being sued.' 2 How. ”

“ No officer of agent of any corporation, joint-stock company, or association, and no member or agent of any firm, or preson directly or indirectly interested in the pecuniary profits or contracts of such corporation, joint-stock company, association, or firm, shall be employed or shall act as an officer or agent of the United States for the transaction of business with such corporation, joint-stock company, association, or firm. ”

“ A corporation, or to speak in the more accurate and scientific language of the continental jurists, 'a juridical person,' is, as I have said, a creature of the law, known to it under a given name, whose essence is in that name, and the social identity it implies-whose capacities are defined in its charter whose will is expressed under its seal-whose unity is attected by no change in the parts that compose it-and whose existence survives the deaths of its members. ”

“ The articles of association of a company, for example, are just as much true rules of law, as are the provisions of the Companies Acts, or those statutory regulations which apply in the absence of any articles specially agreed upon. So articles of partnership fall within the definition of law, no less than the provisions of the Partnership Act which they are intended to supplement or modify, for both sets of rules are authoritative principles which the courts will apply in all litigation affecting the affairs of the partnership. ”

“ The author, a judge of the municipal court of Philadelphia, says, “Recognizing that the average business man has neither the opportunity nor inclination to pursue a systematic study of business law, this work has been specially prepared to meet the requirements of the busy man of affairs. Omission of any citation of authority and all legal technicalities has been for the purpose of rendering the work interesting as well as instructive.” Contents: Contracts; Partnerships; Corporations; Negotiable instruments; Real estate and conveyancing; Bankruptcy; Insurance ”

“ Private associations, whether civil, commercial, or industrial, to which the law grants legal personality.
Sec. 29. The civil status of corporations shall be governed by the laws which create or recognize them; that of associations by their by-laws; and that of institutions by the rules of their establishment, duly approved by administrative action, when such requisite be necessary.
Sec. 30. Artificial persons may acquire and possess property of all kinds and also contract obligations and institute civil and criminal actions in accordance with the laws and regulation of their establishment. ”

“ There are four methods by which the relationship of agency arises: (1) By contract; (2) by ratification; (3) by estoppel; (4) by necessity.
WHO IS OR MAY BE AN AGENT.—The law of agency, as between principal and agent, is simply an application of the general law of contracts, but as between third parties and the principal, or agent, new questions arise. The first question is, who is an agent and who is a principal? Any employer is a principal and any employee is an agent. The employer is a principal whether he employs the employee for a single act or whether he employs him for a period of time. ”

“ Among the powers which such corporations may exercise are 'to make contracts, acquire and transfer property, possessing the same powers in such respects as private individuals now enjoy,' and 'to establish bylaws, and make all rules and regulations deemed expedient for the management of their affairs in accordance with law, and not incompatible with an honest purpose.' Section 1151. ”

“ This formula, 'or his legal representatives,' embrace representatives of the original grantee in the land, by contract, such as assignees or grantees, as well as by operation of law, and leaves the question open to inquiry in a court of justice as to the party to whom the certificate, patent, or confirmation, should enure. ”

“ He alone is visible to the eyes of laymen. The other is a mythical being whom only lawyers know of, and whom only the eye of the law can perceive. He is the true occupant of the office; he never dies or retires; the other, the person of flesh and blood, is merely his agent and representative, through whom he performs his functions. The living official comes and goes, but this offspring of the law remains the same for ever.
The doctrine that corporations are personae fictae, though generally received, has not passed unchallenged. ”

“ This work is an epitome of those branches of law which affect the ordinary transactions of BUSINESS MEN. It is not proposed by it to make every man a lawyer, but to give a man of business a convenient and reliable book of reference, to assist him in the solution of questions relating to his rights and duties, which are constantly arising, and to guide him in conducting his negotiations. ”

“ Every such corporation, company, association, person, or partnership shall, by a written power of attorney, appoint some person residing in this state its agent, upon whom may be served all lawful process against such corporation, company, association, person, or partnership, and who shall be authorized to enter an appearance in its or his behalf. ”

“ By that act it was declared that associations formed pursuant to its provisions 'may make contracts, sue and be sued, complain and defend, in any court of law and equity, as fully as natural persons,' (section 8;) ”

“ BY-LAWS.—A by-law is a permanent rule for the government of a corporation and its officers. The purpose of a by-law is to regulate and define the duties of the members of the corporation toward the corporation and between themselves. The power to make the by-laws is vested in the stockholders. There are certain qualifications which all by-laws must possess. They must be reasonable and not inconsistent with law or any rule of public policy. ”

“ CORPORATIONS.—A corporation may contract as freely as an individual so long as its contracts are within the business powers and scope of the business which its charter authorizes it to conduct. And even if a corporation has made a contract outside of the scope of its business, and the contract has been acted upon so that either party has had the benefit of the contract, an action will lie in favor of the other for the benefits so conferred. ”

“ DE FACTO AND DE JURE CORPORATIONS.—It sometimes happens that a group of persons may attempt to organize a corporation and fail to comply with all the provisions of the law in the State in which they attempt to organize. ”

“ It may be established by proof of the course of business between the parties themselves; by the usages and practice which the company may have permitted to grow up in its business; and by the knowledge which the board, charged with the duty of controlling and conducting the transactions and property of the corporation, had, or must be presumed to have had, of the acts and doings of its subordinates in and about the affairs of the corporation. ”

“ The inquiry now presented is, shall I concur in a judgment which removes the ancient landmarks of the court, in reference to its jurisdiction, and which it established with care and solemnity, and maintained for so long a period with consistency and circumspection? I am compelled to reply in the negative.
A corporation is not a citizen. It may be an artificial person, a moral person, a juridical person, a legal entity, a faculty, an intangible, invisible being ”

“ The transaction of business by the corporation in the state, general or special, appearing, a certificate of service by the proper officer on a person who is its agent there would, in our opinion, be sufficient prima facie evidence that the agent represented the company in the business. It would then be open, when the record is offered as evidence in another state, to show that the agent stood in no representative character to the company, that his duties were limited to those of a subordinate employe, or to a particular transaction, or that his agency had ceased when the matter in suit arose. ”

“ Fifty years ago, the great majority of business operations were conducted either by individuals or by partnerships. To-day, especially in conducting large business [Pg 122] enterprises, corporations have replaced individuals and partnerships. Although (as we shall see later in the chapter on corporations) in law a corporation is deemed a separate, legal entity, distinct from the stockholders, in actual practice we know that there is no such distinct physical being as a corporation. It follows, therefore, that every act performed by a corporation must be performed through an agent. ”

“ It is quite essential that we know in what State a corporation was incorporated, as its rights and privileges are determined by the statutes of the State which created it and by the charter which has been granted to it. ”

“ Principal and Agent; Master and Servant
THE IMPORTANCE OF AGENCY.—Now that we have finished our discussion of the general principles of contract law, it remains for us to apply these principles to the specific topics of commercial law. Of these, the law of agency is one of the most important. It is perfectly obvious that a man can be in only one locality at a given time. Under modern business conditions he may wish to perform acts in different places at the same time. When business men were first confronted with problems of this kind, the principles of the law of agency began to develop. ”

“ Section 302 (h) defines a 'person' as including 'an individual, corporation, partnership, association, or any other organized group of persons, or legal successor or representative of any of the foregoing, and includes the United States or any agency thereof, or any other government, or any of its political subdivisions, or any agency of any of the foregoing.' This language on its face, and given its ordinary meaning, would appear to be broad enough to include any person, natural or artificial, or any group or agency, public or private, which sells commodities [4] or charges rents. ”

“ While the purpose may not always be mentioned in the indenture, nevertheless it must accord with the charter of the corporation and the laws of the State. The company cannot exceed the powers that have been granted to it. ”

“ From earliest times the law has enforced rights and exacted liabilities by utilizing a corporate concept-by recognizing, that is, juristic persons other than human beings. The theories by which this mode of legal operation has developed, has been justified, qualified, and defined are the subject matter of a very sizable library. ”