Legitimate business

“ "The position now taken by the Government is absolutely destructive of legitimate business, because they outline no rule of conduct for business of any magnitude. ”

“ This newspaper arraignment published in January, 1901, tells the bald truth:
"Imagine, if you can, a section of the city territory completely dominated by one man, without whose permission neither legitimate nor illegitimate business can be conducted; where illegitimate business is encouraged and legitimate business discouraged ”

“ Those who are responsible for protecting the interests of the revenue as well as of commerce have thus given emphatic indication that a State has a legitimate interest in the regulation of those engaged in the brokerage business within its borders. ”

“ No reason can be assigned to justify legislation interfering with the legitimate profits of that business, that would not equally justify an intermeddling with the business of every man in the community, so soon, at least, as his business became generally useful. ”

“ They propose not to leave a single concealed private advantage in the statutes concerning the duties that can possibly be eradicated without affecting the part of the business that is sound and legitimate and which we all wish to see promoted. ”

“ Article 575 provided that every private corporation, as such, has power 'to enter into any obligation or contract essential to the transaction of its authorized business,' and article 589, that 'no corporation created under the provisions of this title shall employ its stock, means, assets, or other property, directly or indirectly, for any other purpose whatever than to accomplish the legitimate objects of its creation.' Sayles' Civil St. ”

“ These compel the frequent 65publication of the earnings and general business of those corporations that desire to have listed any of their issues of securities. No one can say with truth that public knowledge of the affairs of any such corporation has imperiled the proper operation and legitimate success of the enterprise. ”

“ Why both the Company and its agents should not be ranged on the side of the law of the land, and why the Company should so protect its share in an unlawful business against any promoter of law and order, are questions not raised. ”

“ A corporation without shareholders, without officers to manage its business, without property with which to do business, and without the right lawfully to do business, is dissolved by the operation of the law which brings this condition into existence. ”

“ THEORY OF LEGISLATION RECOMMENDED The history of corporations, as well as the logic of the case, shows that there are possible two general theories as to the State's duty in creating corporations: first, the old theory that, being creatures of the State, they should be guaranteed by it to the public in all particulars of responsibility and management; and the modern quite opposite theory that, in the absence of fraud in its organization or government, an ordinary business corporation should be allowed to do anything that an individual may do. ”

“ The statement that one has dedicated his property to a public use is, therefore, merely another way of saying that, if one embarks in a business which public interest demands shall be regulated, he must know regulation will ensue. ”

“ Legislation ensuring the punishment of persons responsible for unlawful business practices; (6) prohibition of "holding companies" [i.e. companies controlling others by owning large amounts of their stock] ; and (7) the grant to private persons of the right to bring suits for redress based on the results of Government suits. The Message was conciliatory in tone, and its favourable reception, especially in financial circles, showed that the business world was ready to meet public opinion in attenuating the features of "big business" most resented by the public. ”

“ Instead of communicating to the company its privileges and its prerogatives, it descends to a level with those with whom it associates itself, and takes the character which belongs to its associates and to the business which is to be transacted. ”

“ We start, however, with the principle that an informal business transaction should be construed as adopting whatever form consistent with the facts is most fitted to reach the result seemingly desired. ”

“ The point is that corporate motives in the retail field relate to corporate profits, corporate prestige, and corporate public relations. [12] Corporate motives have no tinge of an individual's choice to associate only with one class of customers, to keep members of one race from his 'property,' to erect a wall of privacy around a business in the manner that one is erected around the home.
At times a corporation has standing to assert the constitutional rights of its members, as otherwise the rights peculiar to the members as individuals might be lost or impaired. ”

“ It is urged that the corporation, as there is no limit to its right of acquisition, may acquire property beyond its legitimate wants, and in this way abuse the favor of the legislature, and, in the end, become dangerous, on account of its wealth and influence. ”

“ Philosophy may have gained by the attempts in recent years to look through the fiction to the fact and to generalize corporations, partnerships, and other groups into a single conception. But to generalize is to omit, and, in this instance, to omit one characteristic of the complete corporation, as called into being under modern statutes, that is most important in business and law. A leading purpose of such statutes and of those who act under them is to interpose a nonconductor, through which, in matters of contract, it is impossible to see the men behind. ”

“ Of such corporations, all who live within the limits are of course obliged to be members, and to submit to the duties which the law imposes on them as such. Other civil corporations are for the advancement of trade and business, such as banks, insurance companies, and the like. These are created, not by general law, but usually by grant. ”

“ A corporation maintaining a public highway, although it owns the property it employs for accomplishing public objects, must be held to have accepted its rights, privileges, and franchises subject to the condition that the government creating it, or the government within whose limits it conducts its business, may by legislation protect the people against unreasonable charges for the services rendered by it. ”

“ Exactions for the support of the government may assume the form of duties, imposts, or excises, or they may also assume the form of license fees for permission to carry on particular occupations or to enjoy special franchises, or they may be specific in form, as when levied upon corporations in reference to the amount of capital stock or to the business done or profits earned by the individual or corporation. ”

“ I shall so familiarize the people with the rights to which they are properly entitled and with the outrages committed in violation of them under the guise of legitimate commerce, that they will know them as they do the common facts of their daily lives. ”

“ The cases need no explanatory or fortifying comment. They demonstrate that a business, by circumstances and its nature, may rise from private to be of public concern, and be subject, in consequence, to governmental regulation. ”

“ Conceding, then, every item of justly acquired ownership on the part of the manager, when we turn to the obligation side of the ledger page we discover that with this ownership there has accrued a burden of responsibility for administrative labor, and that many persons have a moral lien upon the discharge of that responsibility. No mere owner of a part of the business, not even the legal owner of the whole stock, can obtain such discharge from this responsibility that he is ethically justified in ignoring it, or in making the disposition of it a matter of his own arbitrary decision. ”

“ Good-will taken in its wider meaning comprises such things as established customary business relations, reputation for upright dealing, franchises and privileges, trade-marks, brands, patent rights, copyrights, exclusive use of special processes guarded by law or by secrecy, exclusive control of particular sources of materials. All these items give a differential advantage to their owners, but they are of no aggregate advantage to the community. (6*) They are wealth to the individuals concerned differential wealth; but they make no part of the wealth of nations. ”

“ Why not have a similar goal for our business men? Why not have a court for business questions, on which no man could sit who has not had a business training with an honorable record? The supervision of business by such a body of men, who had reached such a court in such a way, would unquestionably be fair and equitable to business, fair and equitable to the public. ”

“ On general principles of law and reason, every corporation, association, or organized body of men, having a legitimate corporate existence, and legitimate corporate rights, must consist of certain known individuals, who can prove, by legitimate and reasonable evidence, their membership. But nothing of this kind can be proved in regard to the corporation, or body of men, who call themselves "the United States." ”

“ Over against all the ownership rights which do and should accrue to such manager, social responsibilities on the part of the management arise and develop with every stage in the progress of the business. These responsibilities are obligations to coöperators in the business, and to the society more remotely affected by the business. These obligations fix the ethical limits of ownership, and define the duties incumbent on proprietorship. ”

“ Nothing contained in the antitrust laws shall be construed to forbid the existence and operation of labor, agricultural, or horticultural organizations, instituted for the purposes of mutual help, and not having capital stock or conducted for profit, or to forbid or restrain individual members of such organizations from lawfully carrying out the legitimate objects thereof ”

“ When the corporation is said, at the bar, to be public, it is not merely meant, that the whole community may be the proper objects of the bounty, but that the government have the sole right, as trustees of the public interests, to regulate, control and direct the corporation, and its funds and its franchises, at its own good will and pleasure. ”

“ But, if the classification is not based upon the idea of special privileges, can it be sustained upon the basis of the business in which the corporations to be punished are engaged? That such corporations may be classified for some purposes is unquestioned. ”

“ The employer has, of course, a legal right to carry on his business for profit, and incidentally the subsidiary rights to secure and retain customers, to fix such prices for his product as he deems proper, and to buy merchandise and labor at such prices as he chooses to pay. This right to carry on business-be it called liberty or property-has value, and he who interferes with the right without cause renders himself liable. ”

“ Indeed, the enforcement of the right of the public to use a generic name, dedicated as the results of a monopoly, has always, where the facts of a monopoly, has always, where the necessary regulation to make it accord with the private property of others and the requirements of public policy. ”

“ The absence of proprietary rights is incomprehensible, and a living together in society without defined ownership of the means of living is held to be impracticable; ownership of goods, in the apprehension of the conservative critics, is involved in the presence of goods. ”

“ A further word should be given to the origin of the business corporation, an almost accidental event, which has affected the world of trade and affairs more than the invention of printing, of the bill of exchange, and the Law Merchant combined. It would have been perfectly possible for the world to get on and do business without the modern corporation—without the invention of a fictitious person clothed with the enormously powerful attributes of immortality and irresponsibility. ”

“ Let us consider the opposite alternative. It cannot be a good thing to have such a great proportion of the active business men of the country, who bear the highest personal character, engaged in illegal contracts. ”

“ We are content to say that there are black sheep in every flock and so pass on. But the newspapers and the magazines have seen fit to concentrate their attention upon the criminal or the illegal acts of certain individuals who belong to corporations and to explain those acts in a manner which often leads their readers to assume that the acts are an essential part of corporation business. ”

“ The typical business corporation of the last century, owned by a small group of individuals, managed by their owners, and limited in size by their personal wealth, is being supplanted by huge concerns in which the lives of tens or hundreds of thousands of employees and the property of tens or hundreds of thousands of investors are subjected, through the corporate mechanism, to the control of a few men. ”

“ Further explanation of the language of the court is contained in the following passage:
'A vast mass of business is now done throughout the country by corporations which are chartered by states other than those in which they are transacting part of their business, and justice requires that some fair and reasonable means should exist for bringing such corporations within the jurisdiction of the courts of the state where the business was done, out of which the dispute arises.' (Italics ours.) ”

“ One might almost say that they are a device under which parties make their own corporation code. Business concerns so organized have come to occupy a large field in industry and in finance. At least two substantial text-books have been written on the law concerning such organizations and dealing with their advantages for general business purposes. ”

“ Business of all sorts is now to a great extent carried on in the name of corporations, in order that the proprietors may escape personal responsibility. How can the individual, who is personally responsible for his contracts, successfully compete with a corporation run by persons who incur no such responsibility? ”