Regulated entity

“ It took some time for the law to catch up with reality and to hold that when men aggregated to form an entity, the entity as such acquires power and may therefore be held to responsibility in exerting its power. ”

“ No doubt, as the House Committee said, 'Most of the regulatory provisions included in the new part III were modeled on provisions of part I dealing with the same subject.' H.R. No. 1217, 76th Cong., 1st Sess., p. 18. In its context, the idea behind the phrase 'regulatory provisions' bears on how to regulate not what is regulated. ”

“ The case is one between a corporator and the corporation, and the jurisdiction cannot be affirmed unless the court is prepared to answer the question whether a mere legal entity, an artificial person, invisible, intangible, can be a citizen of the United States in the sense in which that word is used in the constitution ”

“ The [Pg 27] only true connections are those in which there is a legislative medium, whether a person, a body corporate or a state, whose legislative powers are limited, by agreement of the connected states, to the common purposes, and those in which there is a justiciary medium, whether a person, a body corporate, or a state, which recognizes its powers as limited to the common purposes by the law of nature and of nations, and which ascertains and applies this law, incidentally adjudicating, according to this law, the limits of its own jurisdiction. ”

“ Nothing is more common than for laws to express and effect more or less than was intended. If, then, a power to erect a corporation in any case, be deducible by fair inference from the whole, or any part, of the numerous provisions of the constitution of the United States ”

“ 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. ”

“ 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. ”

“ The property may be appropriated by an act of the legislature, or the power of appropriating it may be delegated to private corporations, to be exercised by them in the execution of works in which the public is interested. ”

“ The Secretary of State introduces his opinion with an observation, that the proposed incorporation undertakes to create certain capacities, properties, or attributes, which are against the laws of alienage, descents, escheat and forfeiture, distribution and monopoly; and to confer a power to make laws, paramount to those of the states. And nothing, says he, in another place, but a necessity, invincible by other means, can justify such a prostration of laws, which constitute the pillars of our whole system of jurisprudence, and are the foundation laws of the state governments. ”

“ That the word 'person,' or 'persons,' wherever used in this act, shall be deemed to include corporations and associations existing under or authorized by the laws of either the United States, the laws of any of the territories, the laws of any state, or the laws of any foreign country.' 26 Stat. ”

“ For the rights for the protection of which our authority is invoked are the rights of sovereignty, of political jurisdiction, of government, of corporate existence as a State, with all its constitutional powers and privileges. No case of private rights or private property infringed, or in danger of actual or threatened infringement, is presented by the bill, in a judicial form, for the judgment of the court. ”

“ A corporation may for the purposes of suit be said to be born where by law it is created and organized, and to reside where, by or under the authority of its charter, its principal office is. A corporation, therefore, created by and organized under the laws of a particular State, and having its principal office there, is, under the Constitution and laws, for the purpose of suing and being sued, a citizen of that State possessing all the rights and having all the powers its charter confers. ”

“ If officers of the corporation openly exercise a power which presupposes a delegated authority for the purpose, and other corporate acts show that the corporation must have contemplated the legal existence of such authority, the acts of such officers will be deemed rightful, and the delegated authority will be presumed. ”

“ 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. ”

“ A charter is certainly in form and substance a contract; it is a grant of powers, rights, and privileges; and it usually gives a capacity to take and to hold property. Where a charter creates a corporation, it emphatically confers this capacity; for it is an incident to a corporation, (unless prohibited,) to take and to hold property. A charter granted to private persons, for private purposes, is within the terms, and the reason of the prohibition. ”

“ State regulation of private enterprise that results in impairment of other constitutional rights should stand on no firmer footing, at least in the area where facilities of a public nature are involved. ”

“ In like manner, when the corporation is formed under general laws, by the recording or filing in a public office of the required articles of association and certificate, any person dealing with the association is bound to take notice of the documents recorded or filed, upon which, as authorized and controlled by the general laws, depend the existence of the corporation, the extent of its corporate powers, and its capacity to act as a corporation. ”

“ It establishes that of all the class of agencies, public or private, whether acting as officers whose powers are created by statute or by other corporations or by individuals, and whether the subject-matter relates to duties imposed by the nation, or the State, or by private corporations, or by individuals, on this one class of agents, and in regard to the exercise of this one class of powers alone, must full, absolute, and uncontrollable authority be conferred on them, or none. ”

“ To attempt, therefore, to define a corporation, or limit its powers by the rules which prevailed when they were rarely created for any other than municipal purposes, and generally by royal charter, is impossible in this country and at this time. ”

“ But, when they are consolidated and united into a corporation, they and their successors are then considered as one person in law: as one person, they have one will, which is collected from the sense of the majority of the individuals: this one will may establish rules and orders for the regulation of the whole, which are a sort of municipal laws of this little republic ”

“ The constitution of that state declares that 'no foreign corporation shall do any business in this state without having one or more known places of business, and an authorized agent or agents in the same, upon whom process may be served.' Article 15, § 10. ”

“ If a party, whether private person, private corporation, or public corporation, citizen, or State is within the jurisdiction of the United States, then that person or corporation, if a party to a case or controversy at law, is within the jurisdiction of a federal court. ”

“ The constitutions of some states require the legislature to pass a general law prescribing the manner in which the people of any village may form themselves into a corporation, with the necessary powers of government, with out a special law for that purpose. ”

“ Yet each state, so long as it does not impair the obligation of any contract, has the power by general laws to regulate the conveyance and disposition of all property, personal or real, within its limits and jurisdiction. ”

“ He insists that a corporation is a citizen of a State within the scope and meaning of the provision of the Constitution: 'That the citizens of each State shall be entitled to all privileges and immunities, of citizens in the several States.' This court has several times decided that a corporation is not a citizen within the meaning of the Constitution. ”

“ The power to manage, control, and dispose of the corporate property, is a special authority given by the charter. None can be exercised which is not explicitly granted: and it can only be exercised on the precise subjects over which it is given, and within the limits definitively assigned. ”

“ Conceding the rule applicable to all statutes, that what is fairly implied is as much granted as what is expressed, it remains that the charter of a corporation is the measure of its powers, and that the enumeration of these powers implies the exclusion of all others. ”

“ 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. ”

“ 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. ”

“ Now, we freely subscribe to the rule that neither privileges, powers, nor authorities, can pass by an act of incorporation, unless they be given in unambiguous words, and that an act giving special privileges must be construed strictly. ”

“ The general rule is that corporations have only such powers as are granted, and the powers incidental thereto; and, in arriving at a conclusion as to the powers of this corporation, the applicable provisions of the title under which it was organized must be considered,-legislation which will be found to be in harmony with the common law. ”

“ Corporations being the mere creatures of the law, they possess only those properties which the charters of their creation confer upon them. Under the decision to which we have referred, and from which we have quoted, corporations are created by statute, and are subject to the control of the power creating them. ”

“ A charter, then, being a contract within the scope of the constitution, the next consideration, which has arisen upon this important subject, is, whether the principle applies to all charters, public as well as private. Corporations are divisible into two sorts, such as are strictly public, and such as are private. ”

“ The decision to grant public law corporation status is made at the state level based on certain requirements, including an assurance of permanence, the size of the organization, and an indication that the organization is not hostile to the constitutional order or fundamental rights. ”

“ That each and every corporation created or organized under, or by virtue of, any government other than that of the state, for any purpose whatever, desiring to own property, or carry on business in this state of any kind or character, shall first file, in the office of the secretary of state, a copy of its charter. ”

“ The General Government is an agent with limited powers, [Pg 16] constituted by the States as principals to execute their joint will, expressed in the Constitution.
2. But in private affairs, a principal has a right to revoke or modify the powers of his agent at discretion, to put his own construction upon them, and to disavow and annul any acts done by the agent upon a mistaken construction of his powers; while the agent, on his part, has no right to enforce his construction against that of his principal. ”

“ To enable impersonal beings-mere legal entities, which exist only in contemplation of law-to perform corporal acts, or deal with personal agents, the principle of representation has been adopted as a part of their constitution. The powers of the corporation are placed in the hands of a governing body selected by the members, who manage its affairs, and who appoint the agents that exercise its faculties for the accomplishment of the object of its being. ”

“ This statute, which extends equally to all denominations of Christians, constitutes societies or associations formed under it, corporations or quasi corporations; and enacts, 'That they shall have power to hold to themselves and successors, all such estates and interests, as they may hereafter acquire, by purchase or otherwise, and the same to sell and transfer, for the benefit of such association.' A society so formed, has the precise power given by the act and no other. The power is limited to future acquisitions; the power to sell is co-extensive with the power of acquisition. ”

“ Our problem only touches transactions for which rights and obligations are created by one of the States, and for the assertion of which, in case of diversity of the citizenship of the parties, Congress has made a federal court another available forum. ”

“ It would soon be seen that the separation of the Law of Persons from that of Things has no meaning in the infancy of law, that the rules belonging to the two departments are inextricably mingled together, and that the distinctions of the later jurists are appropriate only to the later jurisprudence. From what has been said in the earlier portions of this treatise, it will be gathered that there is a strong à priori improbability of our obtaining any clue to the early history of property, if we confine our notice to the proprietary rights of individuals. ”