Creation and History of The Doctrine
In the common law tradition, only a person could sue or be sued. This was not a problem in the era before the Industrial Revolution, when the typical business venture was either a sole proprietorship or partnership—the owners were simply liable for the debts of the business. A feature of the corporation, however, is that the owners/shareholders enjoyed limited liability—the owners were not liable for the debts of the company. Thus, when a corporation breached a contract or broke a law, there was no remedy, because limited liability protected the owners and the corporation wasn't a legal person subject to the law. There was no accountability for corporate wrongdoing.
To resolve the issue, the legal personality of a corporation was established to include five legal rights—the right to a common treasury or chest (including the right to own property), the right to a corporate seal (i.e., the right to make and sign contracts), the right to sue and be sued (to enforce contracts), the right to hire agents (employees) and the right to make by-laws (self-governance).
Since the 19th century, legal personhood has been further construed to make it a citizen, resident, or domiciliary of a state (usually for purposes of personal jurisdiction). In Louisville, C. & C.R. Co. v. Letson, 2 How. 497, 558, 11 L.Ed. 353 (1844), the U.S. Supreme Court held that for the purposes of the case at hand, a corporation is "capable of being treated as a citizen of, as much as a natural person." Ten years later, they reaffirmed the result of Letson, though on the somewhat different theory that "those who use the corporate name, and exercise the faculties conferred by it," should be presumed conclusively to be citizens of the corporation's State of incorporation. Marshall v. Baltimore & Ohio R. Co., 16 How. 314, 329, 14 L.Ed. 953 (1854). These concepts have been codified by statute, as U.S. jurisdictional statutes specifically address the domicile of corporations.
Read more about this topic: Legal Personality
Famous quotes containing the words creation, history and/or doctrine:
“There have been heroes for whom this world seemed expressly prepared, as if creation had at last succeeded; whose daily life was the stuff of which our dreams are made, and whose presence enhanced the beauty and ampleness of Nature herself.”
—Henry David Thoreau (1817–1862)
“You treat world history as a mathematician does mathematics, in which nothing but laws and formulas exist, no reality, no good and evil, no time, no yesterday, no tomorrow, nothing but an eternal, shallow, mathematical present.”
—Hermann Hesse (1877–1962)
“A doctrine serves no purpose in itself, but it is indispensable to have one if only to avoid being deceived by false doctrines.”
—Simone Weil (1909–1943)